What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-17 · 509 added, 645 removed, 1777 unchanged (39% of the section changed)

10 unchanged sentences

(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

prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, 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 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.

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Other Information.

Trading Plans

During the last fiscal quarter, no director or officer, as defined in Rule 16-1(f), adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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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:

222 Bellevue Ave., Newport, RI 02840 , Attention:

Chief Financial Officer.

102 unchanged sentences

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

Loan Agreement dated as of May 24, 2023, among the borrower entities party thereto, Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Guaranty Agreement dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.

in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Environmental Indemnity Agreement, dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.

and the borrower entities party thereto, for the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Loan Agreement, dates as of December 22, 2023, among the borrower entities thereto and Capital One, National Association.

Loan Agreement, dated as of February 22, 2024, among the borrower entities party thereto and Bank of Montreal.

List of Subsidiaries of Healthcare Trust, Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Clawback Policy

Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc.

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* Filed herewith

+ Furnished 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.

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(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.

(33) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2023.

Form 10-K Summary.

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HEALTHCARE TRUST, INC.

By /s/ Edward M.

Chief Executive Officer and President

By /s/ Michael Anderson

Michael Anderson

Chief Executive Officer

(Principal Executive Officer)

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Lappetito (Principal Financial Officer and Principal Accounting Officer)

/s/ Edward M.

Chief Executive Officer, President and Director March 17, 2023

(Principal Executive Officer)

/s/ Michael Anderson Chief Executive Officer March 15, 2024

Michael Anderson

/s/ Elizabeth K.

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Operating lease right-of-use assets

Prepaid expenses and other assets (including $ 929 due from related parties as of December 31, 2021)

34,554 32,564

Prepaid expenses and other assets 35,781 34,554

Deferred costs 15,997 17,223

4 unchanged sentences

Market lease intangible liabilities, net 8,165 9,407

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)

Accounts payable and accrued expenses (including $ 295 and $ 47 due to related parties as of December 31, 2023 and 2022, respectively)

48,356 45,247

37 unchanged sentences

Operating loss before gain on sale of real estate investments ( 4,416 ) ( 31,416 ) ( 41,083 )

Gain (loss) on sale of real estate investments ( 125 ) 3,648 5,230

(Loss) gain on sale of real estate investments ( 322 ) ( 125 ) 3,648

Operating loss

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Interest and other income

Gain (loss) on non-designated derivatives 3,834 37 ( 102 )

(Loss) gain on non-designated derivatives ( 1,995 ) 3,834 37

Total other expenses

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Net loss ( 72,380 ) ( 79,621 ) ( 85,440 )

Net loss (income) attributable to non-controlling interests 135 260 ( 303 )

Net loss attributable to non-controlling interests 82 135 260

Allocation for preferred stock ( 13,799 ) ( 13,799 ) ( 7,762 )

1 unchanged sentence

Other comprehensive income (loss):

Unrealized gain (loss) on designated derivatives 51,251 25,332 ( 32,630 )

Unrealized (loss) gain on designated derivatives ( 13,446 ) 51,251 25,332

Comprehensive loss attributable to common stockholders $ ( 99,543 ) $ ( 42,034 ) $ ( 67,610 )

17 unchanged sentences

Issuance of Series A Preferred Stock, net 2,367,144 24 — — — — 56,241 — — 56,265 — 56,265

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 )

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

2 unchanged sentences

— — — — 5,506,008 55 81,316 — ( 81,371 ) — — —

Distributions declared in cash on common stock, $ 0.42 per share

— — — — — — — — ( 38,839 ) ( 38,839 ) — ( 38,839 )

Dividends declared on Series A Preferred Stock, $ 1.57 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 )

Buyout of non-controlling interest — — — — — — — — ( 88 ) ( 88 ) ( 495 ) ( 583 )

Issuance of Series A Preferred OP Units — — — — — — — — — — 2,578 2,578

Net loss — — — — — — — — ( 85,180 ) ( 85,180 ) ( 260 ) ( 85,440 )

2 unchanged sentences

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 2,367,144 24 — — — — 56,241 — — 56,265 — 56,265

Issuance of Series B Preferred Stock, net — — — — — — ( 42 ) — — ( 42 ) — ( 42 )

7 unchanged sentences

Distributions to non-controlling interest holders — — — — — — — — — — ( 184 ) ( 184 )

Issuance of Series A Preferred OP Units — — — — — — — — — — 2,578 2,578

Net loss — — — — — — — — ( 79,486 ) ( 79,486 ) ( 135 ) ( 79,621 )

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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

Issuance of Series A Preferred Stock, net — — — — — — — — — — — —

Issuance of Series B Preferred Stock, net — — — — — — ( 42 ) — — ( 42 ) — ( 42 )

Share-based compensation, net — — — — — — 919 — — 919 — 919

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Distributions to non-controlling interest holders — — — — — — — — — — ( 185 ) ( 185 )

Contributions from non-controlling interest holders — — — — — — — — — — 284 284

Net loss — — — — — — — — ( 72,298 ) ( 72,298 ) ( 82 ) ( 72,380 )

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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 )

Property acquisitions ( 35,261 ) ( 25,538 ) ( 159,300 )

Investments in non-designated interest rate caps ( 9,962 ) — —

Capital expenditures ( 22,397 ) ( 27,993 ) ( 19,071 )

Proceeds from sales of real estate investments 4,803 11,749 130,449

6 unchanged sentences

Payments for non-designated derivative instruments — — ( 85 )

Proceeds from interest rate swap terminations 5,413 — —

Payments of deferred financing costs ( 8,748 ) ( 1,672 ) ( 1,490 )

1 unchanged sentence

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 ( 7,334 ) ( 7,333 ) ( 5,144 )

Dividends paid on Series B Preferred stock ( 6,466 ) ( 6,466 ) —

Buyout of non-controlling interest holders — — ( 583 )

Contributions from non-controlling interest holders 284 — —

Distributions to non-controlling interest holders ( 185 ) ( 184 ) ( 46 )

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Non-cash investing and financing activities:

Common stock issued through distribution reinvestment plan

$ — $ — $ 14,604

Common stock issued through stock dividends 91,250 86,301 81,371

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Accrued offering costs on Series B Preferred Stock — — 78

Mortgage assumed in acquisition — — 13,883

Proceeds from real estate sales used to repay mortgage notes payable 2,663 — —

Mortgage notes payable repaid with proceeds from real estate sales ( 2,663 ) — —

Proceeds from real estate sales used to repay amounts outstanding under the Prior Credit Facility 5,167 — —

Amounts outstanding under the Prior Credit Facility repaid with proceeds from real estate sales ( 5,167 ) — —

The accompanying notes are an integral part of these consolidated financial statements.

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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.

As of December 31, 2023, the Company owned 204 properties (including two land parcels) located in 33 states and comprised of 9.0 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.

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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).

As of December 31, 2023, the Company had four eligible independent contractors operating 46 SHOPs.

All of the Company’s properties across both business segments are located throughout the United States.

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Since October 2020, the Company has issued an aggregate of approximately 19.0 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.

No other additional shares of common stock have been issued since October 2020.

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 2024, 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.

Please see Note 8 — Stockholder’s Equity for additional information on the stock dividends.

On March 31, 2023, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2022.

The Company’s previous Estimated Per-Share NAV was as of December 31, 2021.

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.

The Estimated Per-Share NAV published on March 31, 2023 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;

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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

HEALTHCARE TRUST, INC.

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December 31, 2023

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries.

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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.

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:

Out-of-Period Adjustments

During the year ended December 31, 2023, the Company identified certain historical errors in its statements of operations and comprehensive income (loss), consolidated statements of changes in equity, and statements of cash flows since 2019, which impacted the quarterly financial statements and annual periods previously issued.

Specifically, the Company had understated depreciation and amortization expense on certain capital improvements and deferred leasing commissions, thereby understating previously reported depreciation and amortization expense by $ 0.1 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2022, 2021 and pre-2021 periods, respectively.

As of December 31, 2022, the cumulative impact of recording the correct depreciation and amortization expense is an understatement of depreciation and amortization expense of $ 0.7 million, accumulated depreciation of $ 0.3 million and deferred costs of $ 0.4 million.

The Company concluded that the errors noted above were not material for the year ended December 31, 2023 or any prior periods, and has adjusted the amounts on a cumulative basis in the consolidated financial statements for the year ended December 31, 2023.

Adverse Economic Impacts Since the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic commenced.

The pandemic and its aftermath has had, and could continue to have, adverse impacts on economic and market conditions.

The Company’s MOB segment has been less impacted than its SHOP segment, which continues to be challenged by the post-pandemic operating environment.

Further, recent and continuing increases in inflation brought about by labor shortages, supply chain disruptions and increases in interest rates have had, and may continue to have, adverse impacts on the Company’s results of operations.

Moreover, these increases in the rate of inflation, the ongoing wars in Ukraine, Israel and related sanctions, supply chain disruptions and increases in interest rates may also impact the ability of the Company’s tenants to pay rent and hence the Company’s results of operations and liquidity.

COVID-19 Impact — MOB Segment

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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.

HEALTHCARE TRUST, INC.

13 unchanged sentences

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.

In the Company’s SHOP segment, occupancy trended downward from March 2020 until June 2021 and has since generally stabilized.

The Company also experienced lower inquiry volumes and reduced in-person tours in post-pandemic periods as compared to pre-pandemic periods.

In addition, beginning in 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.

See the “ CARES Act Grants ” section below for additional information on the CARES Act.

During the year ended December 31, 2022, the Company relied more on the use of temporary contract labor and agencies than it had historically.

The Company has since reduced its reliance on this labor source in the year ended December 31, 2023.

However, the wage expenses (including overtime, training and bonus wages) incurred by the Company from employees of its third party operators has increased due to, among other things, inflation raising the cost of labor generally, a lack of qualified personnel that the Company’s third-party operators are able to employ on a permanent basis and training hours and other onboarding costs for permanent staff which replaced previously utilized contract and agency labor.

The persistence of high inflation, labor shortages and supply chain disruptions have caused adverse impacts to the Company’s occupancy and cost levels, and these trends may continue to impact the Company and have a material adverse effect on its operations in future periods.

The adverse financial impacts since the COVID-19 pandemic on the Company have been partially offset by funds received under the CARES Act.

The Company did no t receive any funds through the CARES Act in the year ended December 31, 2023.

The Company received $ 4.5 million and $ 5.1 million in these funds during the years ended December 31, 2022 and 2021, respectively.

The Company considers these funds to be grant contributions from the government.

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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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Revenue Recognition

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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

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 new leases after acquisition, the commencement date is 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.

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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.

The Company did no t record material amounts of ancillary revenue from non-residents during the years ended December 31, 2023 and 2022.

The Company recorded ancillary revenue from non-residents of $ 3.5 million for the year ended December 31, 2021.

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 decline in ancillary revenue since the year ended December 31, 2021 is primarily due to the Company’s dispositions of its SNF property in Wellington, Florida, which was sold in May 2021.

The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates.

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Total $ 622,609

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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.

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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

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.

Cost recoveries from tenants are included in operating revenue from tenants in accordance with accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded reductions in revenue of $ 1.2 million, $ 3.2 million and $ 1.1 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.

Approximately $ 1.3 million of bad debt expense recorded in the year ended December 31, 2022, related to previously disposed properties.

There were no significant write-off’s related to previously disposed properties during the year ended December 31, 2023 and 2021.

Investments in Real Estate

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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.

There were no real estate investments held for sale as of December 31, 2023 or 2022.

Purchase Price Allocation

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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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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.

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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.

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.

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As of December 31, 2023 and 2022, 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.

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 (i) the non-lease components have the same timing and pattern of transfer as the associated lease component;

and (ii) 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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Lessee Accounting

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For additional information and disclosures related to the Company’s operating leases, see Note 16 — Commitments and Contingencies .

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

Gain on Dispositions of Real Estate Investments

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Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Above and Below-Market Lease Amortization

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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

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 changes in the fair value of an 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.

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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).

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 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 loss.

Non-controlling Interests

6 unchanged sentences

The Company did no t have any cash invested in money market funds at December 31, 2023 or 2022.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The Company deposits cash with high quality financial institutions.

3 unchanged sentences

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 costs, net, consists of deferred financing costs related to the 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.

Deferred financing costs associated with the 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 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.

1 unchanged sentence

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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

Equity-Based Compensation

16 unchanged sentences

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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

As of December 31, 2023, the Company owned 46 seniors housing properties which are leased and operated through its TRS.

The TRS is a wholly-owned subsidiary of the OP.

7 unchanged sentences

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.

During the year ended December 31, 2023, the Company modified 26 intercompany leases with the TRS to reflect what management believes is an arm’s length behavior in light of the current operating environment.

These intercompany lease modifications reduced intercompany rent to what a third-party would pay based on arm’s length principles as described under Section 482 of the Internal Revenue Code.

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 $ 8.1 million and $ 6.9 million as of December 31, 2023 and 2022, 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, 2023, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 30.3 million at December 31, 2023 (of which $ 6.8 million were incurred prior to January 1, 2018).

3 unchanged sentences

As of December 31, 2022, the Company had a deferred tax asset of $ 6.9 million with a full valuation allowance.

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, 2023, 2022 and 2021, 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.

The Company estimated its income tax (expense) benefit relating to its TRS using a combined federal and state rate of approximately 0.0 % for the years ended December 31, 2023, 2022 and 2021.

These income taxes are reflected in income tax (expense) benefit on the accompanying consolidated statements of operations and comprehensive loss.

9 unchanged sentences

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.

Net loss per basic share of common stock is calculated by dividing net 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 loss per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

CARES Act Grants

1 unchanged sentence

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.

The Company did no t receive any funds through the CARES Act during the year ended December 31, 2023.

During the years ended December 31, 2022 and 2021 the Company received $ 4.5 million and $ 5.1 million in funding from CARES Act grants, respectively.

For accounting purposes, the CARES Act funds are treated as a grant contribution from the government.

3 unchanged sentences

Adopted as of January 1, 2021:

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:

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).

5 unchanged sentences

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

Adopted as Required Through December 31, 2023:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).

4 unchanged sentences

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.

Not yet Adopted as of December 31, 2023:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures (Topic 280).

The new standard requires a public entity to disclose significant segment expense categories and amounts for each reportable segment.

A significant expense is an expense that (i) is significant to the segment, (ii) regularly provided or easily computed from information regularly provided to management and (iii) included in the reported measure of profit or loss.

The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption of the ASU is permitted, including in an interim period.

If a public entity elects to early adopt the ASU in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

The ASU should be adopted retrospectively unless it is impracticable to do so.

The Company has not adopted this ASU as of December 31, 2023, but is currently evaluating the impact on its segment disclosures and intends to adopt ASU 2023-07 during the year ending December 31, 2024.

Note 3 — Real Estate Investments, Net

1 unchanged sentence

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.

The Company owned 204 properties (including two land parcels) as of December 31, 2023.

During the year ended December 31, 2023, the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of seven single tenant MOBs for an aggregate contract purchase price of $ 34.9 million.

All acquisitions in 2023, 2022 and 2021 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:

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

Subsequent to December 31, 2023, the Company acquired four MOB properties for an aggregate contract purchase price of $ 12.6 million (see Note 17 — Subsequent Events for additional details).

The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31,

11 unchanged sentences

Total intangible assets and liabilities 4,819 3,999 27,654

3,999 27,654 10,503

Mortgage notes payable assumed, net — — ( 13,883 )

Issuance of Preferred OP Units (2)

2 unchanged sentences

Number of properties purchased 7 4 17

_______________

(1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 8.7 years, 11.3 years and 9.3 years, respectively, as of December 31, 2023.

6 unchanged sentences

State 2023 2022 2021

19.2 % 17.7 % 20.6 %

Florida 19.9 % 19.2 % 17.7 %

Pennsylvania 10.6 % * *

_______________

* 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:

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

December 31, 2023 December 31, 2022

5 unchanged sentences

Total acquired intangible assets $ 293,295 $ 224,045 $ 69,250 $ 292,034 $ 211,345 $ 80,689

$ 292,034 $ 211,345 $ 80,689 $ 288,372 $ 195,291 $ 93,081

Intangible liabilities:

Market lease liabilities $ 23,520 $ 15,355 $ 8,165 $ 23,504 $ 14,097 $ 9,407

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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:

13 unchanged sentences

In-place lease assets $ 11,790 $ 10,202 $ 8,957 $ 5,447 $ 4,014

Other intangible assets 10 10 10 10 10

Total to be added to amortization expense $ 11,790 $ 10,202 $ 8,957 $ 5,447 $ 4,014

2 unchanged sentences

Total to be added to revenue from tenants $ 855 $ 761 $ 641 $ 411 $ 415

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:

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.

Year Ended December 31, 2023

During the year ended December 31, 2023, the Company disposed of four SHOPs and one MOB for an aggregate contract sales price of $ 13.8 million, which resulted in an aggregate loss on sale of $ 0.3 million.

The Company had previously recorded $ 15.1 million of impairment charges on two of the four disposed SHOP properties in the year ended December 31, 2022.

Year Ended December 31, 2022

During the year ended December 31, 2022, the Company disposed of four SHOPs for an aggregate contract sales price of $ 12.4 million, which resulted in an aggregate loss on sale of $ 0.1 million.

The Company had previously recorded $ 34.0 million of impairment charges on these properties in the year ended December 31, 2021.

Year Ended December 31, 2021

During the year ended December 31, 2021, we sold five SHOPs and three MOBs for an aggregate contract price of $ 133.6 million, which resulted in an aggregate gain on sale of $ 3.6 million.

The Company had previously recorded $ 0.9 million of impairment charges on one of the disposed SHOPs in the year ended December 31, 2021.

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.

4 unchanged sentences

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.

There were no assets held for sale as of December 31, 2023 or 2022.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Assets Held for Use

4 unchanged sentences

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

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.

As these factors are difficult to predict and 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.

7 unchanged sentences

Sun City MOB (3) (7)

2,554 — 6,082

Total MOB impairment charges 2,554 12,488 6,082

1 unchanged sentence

Various held for use SHOPs (4) (7)

2,122 15,142 —

LaSalle Properties (5) (7)

Wellington, Florida skilled nursing facility (6)

Michigan properties (8)

NuVista Jupiter (7) (9)

Total SHOP impairment charges 2,122 15,142 34,869

2 unchanged sentences

As of December 31, 2023, 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.

(2) The Company began marketing this property for sale in the fourth quarter of 2022 and this property was disposed in the year ended December 31, 2023.

(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.

As of December 31, 2023 this property was not disposed, but is scheduled for sale in the second quarter of 2024.

(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.

Of the eight properties, one property was impaired in the year ended December 31, 2023 and six properties were impaired in year ended December 31, 2022.

During the year ended December 31, 2023, four of these properties were disposed.

One of these properties is scheduled for sale in the second quarter of 2024.

(5) These four properties were disposed in the year ended December 31, 2022.

3 unchanged sentences

(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.

HEALTHCARE TRUST, INC.

8 unchanged sentences

(In thousands) (In thousands)

Palm Valley Medical Plaza - Goodyear, AZ — $ — $ 2,879 — % 4.15 % Fixed Jun.

Medical Center V - Peoria, AZ — — 2,684 — % 4.75 % Fixed Sep.

Fox Ridge Bryant - Bryant, AR 1 6,647 6,817 3.98 % 3.98 % Fixed May 2047

3 unchanged sentences

Multi-Property CMBS Loan 20 116,037 118,700 4.60 % 4.60 % Fixed May 2028

Shiloh - Illinois

1 13,071 13,384 4.34 % 4.34 % Fixed Jan.

Shiloh - Illinois 1 12,745 13,071 4.34 % 4.34 % Fixed Jan.

BMO CMBS 9 42,750 42,750 2.89 % 2.89 % Fixed Dec.

Barclays MOB Loan 62 240,000 — 6.45 % — % Fixed June 2033

Gross mortgage notes payable 136 821,379 585,181 4.58 % 3.83 %

3 unchanged sentences

Mortgage notes payable, net $ 808,995 $ 578,700

(1) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2022 and December 31, 2021.

(1) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2023 and 2022.

For the SOFR/LIBOR based loans, SOFR/LIBOR in effect at the balance sheet date was utilized.

1 unchanged sentence

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.

(2) Variable rate loan, based on daily SOFR, 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, 2023 and 2022.

8 unchanged sentences

As of December 31, 2023, 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.

Subsequent to December 31, 2023, the Company entered into one new secured mortgage note for a principal amount of $ 7.5 million (see Note 17 — Subsequent Events for additional details).

See Note 5 — Credit Facilities - Future Principal Payments for a schedule of principal payment requirements of the Company’s mortgage notes and credit facilities.

Barclays MOB Loan

On May 24, 2023, the Company, through certain subsidiaries of the OP, entered into a non-recourse loan agreement (the “Barclays MOB Loan Agreement”), with (i) Barclays Capital Real Estate Inc., (ii) Société Générale Financial Corporation and (iii) KeyBank National Association (each individually, a “Lender,” and collectively, the “Lenders”), in the aggregate amount of $ 240.0 million (the “Barclay’s MOB Loan”).

In connection with the Barclay’s MOB Loan Agreement, the OP entered into a Guaranty Agreement (the “Guaranty”) and an Environmental Indemnity Agreement (the “Environmental Indemnity”) for the benefit of the Lenders.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The Barclays MOB Loan is secured by, among other things, first priority mortgages on the Company’s interests in 62 MOBs with an aggregate gross asset value of $ 417.5 million.

The Barclays MOB Loan has a 10-year term and is interest-only at a fixed rate of 6.453 % per year.

Under the Barclays MOB Loan Agreement, the Company is required to make interest-only payments on a monthly basis with the principal balance due on the maturity date of June 6, 2033.

The Barclays MOB Loan Agreement requires the OP to comply with certain covenants, including, maintaining combined cash and cash equivalents totaling at least $ 12.5 million at all times.

Subject to certain conditions, the Company may prepay the Barclays MOB Loan in whole or in part at any time after one year from closing with a pre-payment premium equal to the Yield Maintenance Program (as defined in the Barclays MOB Loan Agreement) by providing the lenders thereunder with prior written notice of prepayment no less than thirty days before prepayment, subject to a pre-payment premium equal to the Yield Maintenance Premium (as defined in the Barclay’s MOB Loan Agreement).

Following the earlier of May 24, 2026 and the date that is two years after the securitization of the Barclay’s MOB Loan, the Company may prepay the Barclays MOB Loan through defeasance, Notwithstanding the foregoing, the Barclays MOB Loan may be prepaid at par during the final six months of the term.

The Company paid $ 7.8 million in deferred financing costs related to the Barclay’s MOB Loan, which is amortized into interest expense over the term of the loan.

At the closing of the Barclays MOB Loan, the Company applied $ 194.8 million of the Barclays MOB Loan proceeds to repay and terminate the Company’s then-existing credit facility (the “Prior Credit Facility”).

The Company also terminated its interest rate swap contracts that formerly hedged interest rate changes under the Prior Credit Facility (see Note 7 — Derivatives and Hedging Activities for additional information).

The remaining proceeds of approximately $ 39.0 million (after the payment of Barclays MOB Loan closing costs and reimbursement of deposits) were used for general corporate purposes, subject to the terms of the Barclays MOB Loan Agreement.

Additionally, by terminating the Prior Credit Facility, the Company is no longer subject to certain restrictive covenants previously imposed by the Prior Credit Facility (see Note 5 — Credit Facilities for additional information).

Under the Guaranty, the OP has (i) guaranteed the full repayment of the Barclays MOB Loan in the case of certain major defaults by the Company or the OP, including bankruptcy, and (ii) indemnified the Lenders against losses, costs or liabilities related to certain other “bad boy” acts of the Company or the OP, including fraud, willful misconduct, bad faith, and gross negligence.

Pursuant to the Environmental Indemnity, the OP and the Company have indemnified the Lenders against losses, costs or liabilities related to certain environmental matters.

On November 15, 2021, the Company, entered into a $ 42.8 million loan agreement (the “BMO MOB Loan”) with Bank of Montreal (“BMO”).

1 unchanged sentence

The BMO MOB Loan permits BMO to securitize the entire BMO MOB Loan or any portion thereof.

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 Prior 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.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

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

4 unchanged sentences

(In thousands) (In thousands)

Credit Facility:

Revolving Credit Facility

$ 30,000 $ — 7.26 % — % Variable Mar.

150,000 150,000 5.11 % 4.11 % Fixed (6) Mar.

Prior Credit Facility:

Revolving Credit Facility $ — $ 30,000 — % 7.26 % Variable Mar.

Term Loan — 150,000 — % 5.11 % Fixed (6) Mar.

Deferred financing costs — ( 1,750 )

( 1,750 ) ( 2,994 )

Term Loan, net — 148,250

148,250 147,006

Total Credit Facility

98 (2) $ 178,250 $ 147,006

Total Prior Credit Facility — $ — $ 178,250

Fannie Mae Master Credit Facilities:

2 unchanged sentences

Total Fannie Mae Master Credit Facilities 21 $ 346,278 $ 352,047

21 $ 352,047 $ 355,045

Other Facilities:

MOB Warehouse Facility 5 (4) 14,748 — 8.36 % — % Variable (7) Dec.

Total Credit Facilities 26 $ 361,026 $ 530,297 7.90 % (5) 5.94 % (5)

(1) Encumbered properties are as of December 31, 2023.

(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.

(2) Secured by first-priority mortgages on 11 of the Company’s SHOPs as of December 31, 2023 with an aggregate carrying value of $ 351.3 million.

(3) Secured by first-priority mortgages on 10 of the Company’s SHOPs as of December 31, 2023 with an aggregate carrying value of $ 262.8 million.

(4) Secured by first-priority mortgages on five of the Company’s MOBs as of December 31, 2023 with an aggregate carrying value of $ 23.0 million.

(5) Calculated on a weighted average basis for all credit facilities outstanding as of December 31, 2023 and 2022, respectively.

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(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.

The Company also has seven non-designated interest rate cap agreements with an aggregate notional amount of $ 364.2 million which limits 30-day SOFR 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 loss (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 5.89 %, the economic interest rate on the KeyBank Fannie Mae Facility was 5.95 % and the economic interest rate on the MOB Warehouse Facility was 6.50 %.

as of December 31, 2023.

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.

(9) Effective interest rate below for variable rate debt gives effect to any “pay-fixed” swaps 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, 2023 and 2022.

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

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.

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.

As of December 31, 2023, the carrying value of our real estate investments, at cost was $ 2.6 billion, with $ 1.3 billion of this amount pledged as collateral for mortgage notes payable, $ 614.0 million of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and $ 23.0 million of this amount pledged to secure advances under the MOB Warehouse Facility.

All of the real estate assets pledged to secure debt or comprising the borrowing base of the relevant facilities 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 such real estate assets is satisfied or the asset is removed from the borrowing base of the relevant facilities, which would impact availability thereunder.

HEALTHCARE TRUST, INC.

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December 31, 2023

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).

Unencumbered real estate investments, at cost as of December 31, 2023 was $ 635.9 million, 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, adding them to the borrowing base of the Fannie Mae Master Credit Facilities or MOB Warehouse Facility, or other future financings.

Prior Credit Facility

The Prior Credit Facility consisted of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”).

The Revolving Credit Facility and Term Loan were interest-only and would have matured on March 13, 2024.

The Prior Credit Facility was fully repaid and terminated in May 2023 with net proceeds provided by the Barclays MOB Loan (see Note 4 — Mortgage Notes Payable, Net for details).

Amounts outstanding under the Prior Credit Facility bore interest at the Company’s option of either (i) SOFR, 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 Prior Credit Facility), plus an applicable margin that ranged, depending on the Company’s leverage, from 0.85 % to 1.60 %.

For the period from January 1, 2023 through the termination of the Prior Credit Facility in May 2023, the Company elected to use the SOFR option for all of its borrowings under the Prior Credit Facility.

At termination, the Company wrote off the remaining deferred financing costs associated with the Prior Credit Facility of $ 2.6 million which is included in interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

The Prior Credit Facility contained various restrictions which no longer apply, that limited the Company’s ability to incur additional debt, maintain certain cash balances or pay dividends, among other things.

Fannie Mae Master Credit Facilities

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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.

As of December 31, 2023, $ 346.3 million was outstanding under the Fannie Mae Master Credit Facilities.

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.

Until June 30, 2023, borrowings under the Fannie Mae Master Credit Facilities bore annual interest at a rate that varied on a monthly basis and was equal to the sum of the current LIBOR for one month U.S.

dollar-denominated deposits and a spread ( 2.41 % and 2.46 % for the Capital One Facility and the KeyBank Facility, respectively).

Effective July 1, 2023, the Fannie Mae Master Credit Facilities automatically transitioned to SOFR-based borrowings with monthly interest equal to the sum of the current SOFR for one-month denominated deposits and a spread of ( 2.41 % and 2.46 % for the Capital One Facility and the KeyBank Facility, respectively).

The Fannie Mae Master Credit Facilities mature on November 1, 2026.

In the year ended December 31, 2023, the Company provided cash deposits totaling $ 11.8 million to Fannie Mae because the debt service coverage ratios of the underlying properties of each facility were below the minimum required amount per the debt agreements.

This amount is recorded as restricted cash and is pledged as additional collateral for the Fannie Mae Master Credit Facilities.

This deposit will be refunded the earlier of the Company’s achievement of a debt service coverage ratio above the minimum required amount of 1.40 or the maturity of the Fannie Mae Master Credit Facilities.

MOB Warehouse Facility

On December 22, 2023, the Company, through wholly-owned subsidiaries of the OP, entered into a loan agreement with Capital One (the “MOB Warehouse Facility”) to provide up to $ 50.0 million of variable-rate financing.

As of December 31, 2023, $ 14.7 million was outstanding under the MOB Warehouse Facility.

The Company may request future advances under the MOB Warehouse Facility by adding eligible MOBs to the collateral pool subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests.

Borrowings under the MOB Warehouse Facility bear interest at a monthly rate equal to the sum of the current SOFR for one-month denominated deposits and a spread of 3.0 %.

Interest payments are due monthly, with no principal payments due until maturity in December 2026.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

Interest Rate Swaps Designated to Credit Facilities

As of December 31, 2023, the Company did not have any interest rate swaps designated to any of its credit facilities.

As of December 31, 2022, the Company had $ 150.0 million of SOFR-based interest swap agreements, which were allocated to the Term Loan, and $ 50.0 million of LIBOR-based interest swap agreements which were allocated to the Capital One Facility.

These swaps were all terminated in the year ended December 31, 2023.

The Term Loan was fully repaid in the year ended December 31, 2023, but the Capital One Facility remains outstanding.

Non-Designated Interest Rate Caps Required by Credit Facilities

As of December 31, 2023, the Company had seven SOFR-based interest rate cap agreements with an aggregate current effective notional amount of $ 364.2 million which caps SOFR at 3.50 % with terms through January 2027.

The Company does not apply hedge accounting to these agreements and changes in value as well as any cash received are presented within (loss) gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss ( see Note 7 — Derivatives and Hedging Activities for additional disclosure regarding the Company’s derivatives).

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.

During the year ended December 31, 2023, the Company paid premiums of $ 9.6 million to renew five interest rate caps with an aggregate notional amount of $ 289.4 million which matured in the year ended December 31, 2023.

The Company also paid a premium of $ 0.4 million for a new interest rate cap with a notional amount of $ 14.7 million in connection with the MOB Warehouse Facility.

Future Principal Payments

The following table summarizes the scheduled aggregate principal payments for the five years subsequent to December 31, 2023 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities):

Future Principal

Future Principal Payments

(In thousands) Mortgage Notes Payable Credit Facilities Total

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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:

The Company had no LIBOR-based borrowings or derivative instruments as of December 31, 2023.

As of December 31, 2023, the Company had $ 346.3 million of variable-rate, SOFR-based borrowings under the Fannie Mae Master Credit Facilities which automatically transitioned from variable-rate, LIBOR-based borrowings on July 1, 2023.

As of December 31, 2023, the Company had SOFR-based interest rate caps with an aggregate notional amount of $ 349.4 million which are not designated as hedging instruments which also transitioned from LIBOR-based contracts effective July 1, 2023.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

During the year ended December 31, 2022, the Company converted $ 150.0 million of its “pay-fixed” swaps on its Prior Credit Facility from LIBOR to SOFR, as well as its $ 378.5 million Capital One MOB Loan and the related “pay-fixed” swap from LIBOR to SOFR.

During the year ended December 31, 2023, the Company terminated its remaining $ 50.0 million of LIBOR-based “pay-fixed” swaps.

The “pay-fixed” swaps were terminated in an asset position and the Company received $ 5.4 million in cash following the termination.

This amount was included in accumulated other comprehensive income (“AOCI”), and will amortize into earnings as a reduction to interest expense through March 2024 (the original term of the swap and variable hedged debt).

See Note 7 — Derivatives and Hedging Activities for additional details.

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:

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.

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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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those instruments fall.

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Derivative assets, at fair value (designated) — 22,259 — 22,259

Derivative liabilities, at fair value — — — —

Total $ — $ 28,370 $ — $ 28,370

1 unchanged sentence

Derivative assets, at fair value (non-designated) $ — $ 3,737 $ — $ 3,737

Derivative liabilities, at fair value (designated) ( 13,903 ) ( 13,903 )

Derivative assets, at fair value (designated) 36,910 36,910

Total $ — $ 40,647 $ — $ 40,647

2 unchanged sentences

There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2023.

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 has impaired real estate investments held-for-use, which are carried at fair value on a non-recurring basis on the consolidated balance sheet as of December 31, 2023 and 2022.

As of December 31, 2023, the Company owned 12 held-for-use properties ( eight MOBs, three SHOPs and one land parcel) for which the Company has reconsidered its expected holding periods, of which four properties ( one MOB and two SHOPs and one land parcel) are being marketed for sale.

As of December 31, 2022, the Company owned 17 held-for-use properties ( nine MOB and eight SHOPs) for which the Company had reconsidered its expected holding periods, of which 10 properties ( two MOBs and eight SHOPs) were being marketed for sale.

As a result, the Company evaluated the impact on its ability to recover the carrying values of the properties noted above 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.

5 unchanged sentences

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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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:

2 unchanged sentences

Fair Value Carrying Amount

Gross mortgage notes payable and mortgage

premium and discounts, net

3 $ 583,817 $ 550,626 $ 590,425 $ 594,348

Credit Facility

Gross mortgage notes payable and mortgage premium and discounts, net

3 $ 820,106 $ 787,665 $ 583,817 $ 550,626

Prior Credit Facility 3 $ — $ — $ 180,000 $ 179,496

Fannie Mae Master Credit Facilities 3 $ 346,278 $ 346,996 $ 352,047 $ 353,034

3 $ 352,047 $ 353,034 $ 355,045 $ 350,710

MOB Warehouse Facility 3 $ 14,748 $ 14,796 $ — $ —

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.

8 unchanged sentences

The Company does not anticipate that any of its counterparties will fail to meet their obligations.

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, 2023 and 2022:

2 unchanged sentences

Interest rate “pay-fixed” swaps Derivative assets, at fair value $ 22,259 $ 36,910

Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ — $ 13,903

Derivatives not designated as hedging instruments:

1 unchanged sentence

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, 2023 and 2022, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:

December 31, 2023 December 31, 2022

Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount

Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount

(In thousands) (In thousands)

2 unchanged sentences

Total interest rate “pay-fixed” swaps 1 $ 378,500 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:

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

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, 2023 and 2022:

Year Ended December 31,

(In thousands) 2023 2022 2021

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

Amount of gain recognized in accumulated other comprehensive income on interest rate derivatives $ 5,324 $ 50,098 $ 14,322

Amount of gain (loss) reclassified from accumulated other comprehensive income into earnings as reductions to (increases in) interest expense $ 18,770 $ ( 1,153 ) $ ( 11,010 )

Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss $ 66,078 $ 51,740 $ 47,900

As of December 31, 2023, the Company had one interest rate swap that is designated as a cash flow hedge.

The interest rate swap is 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 term of the agreements without exchange of the underlying notional amount.

During the years ended December 31, 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The interest rate “pay-fixed” swap has a base interest rate of 1.61 % and matures in December 2026.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

MOB Loan Swap Termination

For the years ended December 31, 2022 and 2021, the Company reclassified $ 0.4 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, 2023 and 2022.

2023 Swap Terminations

During the year ended December 31, 2023, the Company terminated two LIBOR-based interest rate swap agreements with an aggregate notional amount of $ 50.0 million and six SOFR-based interest rate swap agreements with an aggregate notional amount of $ 150.0 million.

These borrowings were hedging a portion of the Company’s aggregate SOFR and LIBOR-based borrowings.

The swaps were terminated in asset positions, and the Company received $ 1.9 million in cash from the LIBOR-based swap terminations, and $ 3.5 million in cash from the SOFR-based swap terminations.

Because the Company continues to carry variable-rate borrowings in excess of the notional amounts of the terminated swaps, these amounts were included in AOCI and will be amortized into earnings as a reduction to interest expense from the termination dates of the swaps through March 2024 (the original term of the swap and the Prior Credit Facility).

For the year ended December 31, 2023, the Company reclassified $ 4.2 million from AOCI as decreases to interest expense.

The remaining $ 1.2 million associated with the 2023 terminated swaps in AOCI as of December 31, 2023 will be reclassified into earnings as a decrease to interest expense through March 2024.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

During the next twelve months, from January 1, 2024 through December 31, 2024, the Company estimates that $ 13.5 million will be reclassified from other comprehensive income as a decrease to interest expense relating to the “pay-fixed” swaps designated as derivatives, inclusive of the reclassifications from the 2023 swap terminations described above.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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, 2023 and 2022:

5 unchanged sentences

7 $ 364,170 7 $ 354,624

(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.

(1) Notional amount represents the currently active interest cap contract and excludes one inactive cap agreements (included in the instrument count) with a notional amount of $ 52.6 million as of December 31, 2022, which took effect upon the expiration of a similar cap included above and effectively extended the term for the same notional amount.

(2) All of the Company’s interest rate cap agreements limit 30-day SOFR to 3.50 % with terms through January 2027.

The actual 30-day SOFR rates during the fourth quarter of 2022 exceeded the strike price rate of 3.50 %, and since then the Company has received cash 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 on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

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, 2023, the Company had entered into seven SOFR-based interest rate caps with a notional amount of $ 364.2 million which limit 30-day SOFR borrowings to 3.50 % and have varying expiration dates through January 2027.

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, KeyBank Facility and MOB Warehouse 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 earnings and are presented within (loss) gain on non-designated derivatives in our consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2023, 2022 and 2021, (loss) gain on non-designated derivatives were a loss of $ 2.0 million (including cash received of $ 5.6 million), a gain of $ 3.8 million (including cash received of $ 0.3 million) and a gain of $ 37,000 , respectively.

The Company paid premiums of $ 9.6 million to renew five interest rate caps with an aggregate notional amount of $ 289.4 million which matured in the year ended December 31, 2023, and the Company also paid $ 0.4 million for a new interest rate cap entered into during the year ended December 31, 2023 for a notional amount of $ 14.7 million.

One interest rate cap with a notional amount of $ 60.0 million matures in April 2024, which represents the next interest rate cap maturity.

The Company is required to maintain an aggregate notional value of its interest rate caps equal to the aggregate principal value of its Fannie Mae Credit Facilities, and accordingly expects to renew this maturing cap which is actively hedging exposure to SOFR at a strike price of 3.50 %.

All of the Company’s LIBOR-based interest rate caps were transitioned to SOFR-based contracts effective July 1, 2023.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

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, 2023 and 2022.

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.

Gross Amounts Not Offset in the Consolidated Balance Sheet

4 unchanged sentences

$ 40,647 — — $ 40,647 — — $ 40,647

December 31, 2021

$ — ( 13,903 ) — $ ( 13,903 ) — — $ ( 13,903 )

Credit-Risk-Related Contingent Features

9 unchanged sentences

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.

On March 31, 2023, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2022, which was approved by the Board on March 31, 2023.

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

3 unchanged sentences

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

Additionally, pursuant to the SRP, the 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.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

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.

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.

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 Prior Credit Facility described in Note 5 — Credit Facilities, Net , which restricted the Company from repurchasing shares, 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.

3 unchanged sentences

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:

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 cumulatively through December 31, 2023:

Number of Shares Repurchased Average Price per Share

12 unchanged sentences

During the years ended December 31, 2023, 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

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.

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 in its discretion.

In May 2023, the stockholder rights plan expired and was not renewed or replaced.

No purchase rights were executed pursuant to this agreement.

Preferred Stock

5 unchanged sentences

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, 2023 and 2022.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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.

11 unchanged sentences

Series A Preferred Stock Add-On Offering

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.

Pursuant to the terms of the Prior Credit Facility, all proceeds were used to repay amounts outstanding under the Prior Credit Facility.

Series A Preferred Units

2 unchanged sentences

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).

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Preferred Stock Equity Line with B.

10 unchanged sentences

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.

In the year ended December 31, 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.

The Company did not sell any Series A Preferred Stock under the Preferred Stock Equity Line during the year ended December 31, 2021.

Series B Preferred Stock

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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

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.

2 unchanged sentences

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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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.

3 unchanged sentences

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.

Pursuant to the terms of the Prior Credit Facility, all proceeds were used to repay amounts outstanding under the Prior Credit Facility.

Distributions and Dividends

4 unchanged sentences

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.

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 Prior Credit Facility (see Note 5 — Credit Facility, Net for additional information) which restricted the Company from paying distributions on common stock.

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.

15 unchanged sentences

January 3, 2023 January 18, 2023 0.014167

April 3, 2023 April 17, 2023 0.015179

July 3, 2023 July 17, 2023 0.015179

October 2, 2023 October 16, 2023 0.015179

January 3, 2024 January 16, 2024

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.

All common dividends in the years ended December 31, 2023, 2022 and 2021 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, 2023, 2022 and 2021.

11 unchanged sentences

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

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

third party acquisition expenses.

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 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.

19 unchanged sentences

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.

Stock dividends do not cause the OP to issue additional Common 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.

6 unchanged sentences

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.

HEALTHCARE TRUST, INC.

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December 31, 2023

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).

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 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.

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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

HEALTHCARE TRUST, INC.

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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.

Professional Fees and Other Reimbursements

During the year ended December 31, 2023, 2022 and 2021, the Company incurred $ 10.6 million, $ 8.8 million and $ 9.4 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 loss.

In September 2022, the Advisor terminated certain of its employees who provided services to the Company and for which the Company reimbursed the 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 year ended December 31, 2022.

Additionally, the Company incurred $ 0.3 million of severance costs for terminated employees in the year ended December 31, 2023.

On July 25, 2019, the Company entered into the Advisory Agreement Amendment.

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(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 %.

As of December 31, 2023 and 2022, the Fixed Component exceeded the Variable Component for both periods, and the Capped Reimbursement Amount was $ 8.0 million and $ 7.8 million, respectively.

The Company expects that the Capped Reimbursement Amount for the year ended December 31, 2024 will be approximately $ 8.2 million.

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

Professional Fee Credit Due from the Advisor

Prior to the COVID-19 pandemic, the Advisor had awarded bonuses to its employees, or employees of its affiliates, in March of each year as an all-cash award, prorated for the amount of time spent providing administrative services relating to the Company.

Such bonus amounts were paid by the Advisor to its employees, or employees of its affiliates, throughout the year subsequent to the year in which such services were rendered.

HEALTHCARE TRUST, INC.

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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.

The bonus awards for the year ended December 31, 2020 (the “2020 Bonus Awards”) were awarded in May 2021.

The finalized cash amounts of the 2020 Bonus Awards were less than the estimates provided to the Company by the Advisor throughout the year ended December 31, 2020, which resulted in a credit for professional fees to due to the Company from the Advisor of $ 1.0 million.

The finalized cash amounts were less than the estimated amounts due to, among other things, 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 a general reduction in final bonuses for remaining personnel to mitigate the negative impacts of the COVID-19 pandemic.

The 2020 Bonus Awards were paid by the Advisor to its employees, or employees of its affiliates, over a ten-month period from June 2021 to April 2022.

As a result, during the second quarter of 2021, the Company recorded a receivable from the Advisor of $ 1.0 million, which was recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction to general administrative expenses.

Pursuant to authorization by the independent members of the Company’s Board, the $ 1.0 million receivable was required to be repaid to the Company on a pro rata basis over a six-month period from November 2021 through April 2022.

As of December 31, 2022, the entire amount was repaid by the Advisor.

Reimbursements for the cash portion of 2021 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2021 in accordance with estimates provided by the Advisor.

These bonus awards were awarded in April 2022, and were paid to employees over a ten-month period from July 2022 to April 2023.

Reimbursements for the cash portion of 2022 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2022 in accordance with estimates provided by the Advisor.

These bonus awards were awarded in June 2023, and are being paid to employees over a six-month period from October 2023 to March 2024.

Reimbursements for the cash portion of 2023 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2023 in accordance with estimates provided by the Advisor.

These amounts have not yet been awarded or paid by the Advisor to its employees, or employees of its affiliates.

Summary of fees, expenses and related payables

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Professional fees credit due from Advisor — — ( 1,030 ) — —

Distributions on Class B Units — — 178 — —

Total related party operation fees and reimbursements $ 36,593 $ 34,874 $ 32,905 $ 295 $ 47

(1) Inclusive of $ 0.4 million and $ 0.7 million of leasing commissions which are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2023 and 2022.

(2) Included in general and administrative expenses in the consolidated statements of operations.

Includes $ 6.9 million, $ 6.0 million and $ 6.2 million subject to the Capped Reimbursement Amount for the years ended December 31, 2023, 2022 and 2021, 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

HEALTHCARE TRUST, INC.

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December 31, 2023

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.

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 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, 2023, 2022 and 2021.

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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.

HEALTHCARE TRUST, INC.

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Note 10 — Economic Dependency

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.

Note 11 — Equity-Based Compensation

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Unvested, December 31, 2022

159,427 21.21

Stock dividend 5,171 14.27

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Compensation expense related to restricted shares was $ 0.9 million, $ 1.2 million and $ 1.3 million during the years ended December 31, 2023, 2022 and 2021, 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.

HEALTHCARE TRUST, INC.

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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:

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, 2023, 2022 and 2021.

Note 12 — Accumulated Other Comprehensive Income

The following table illustrates the changes in accumulated other comprehensive income as of and for the periods presented:

(In thousands) Unrealized Gains (Losses) on Designated Derivative

Balance, December 31, 2020 $ ( 39,673 )

Other comprehensive loss, before reclassifications ( 40,614 )

Amount of loss reclassified from accumulated other comprehensive income (loss) 7,999

Rebalancing of ownership percentage ( 15 )

Other comprehensive income, before reclassifications 14,322

Amount of gain reclassified from accumulated other comprehensive income 11,010

Balance, December 31, 2021

Other comprehensive income, before reclassifications 50,098

Amount of loss reclassified from accumulated other comprehensive income (loss) 11,010

Amount of gain reclassified from accumulated other comprehensive income 1,153

Balance, December 31, 2022

Other comprehensive income, before reclassifications 5,324

Amount of loss reclassified from accumulated other comprehensive income (loss) 1,153

Amount of gain reclassified from accumulated other comprehensive income ( 18,770 )

Balance, December 31, 2023

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.

Accumulated other comprehensive income predominately relates to both realized and unrealized gains on designated derivatives.

As previously discussed in Note 7 — Derivatives and Hedging , previously designated interest rate hedging instruments were terminated, and the termination costs/gains are being amortized over the term of the terminated instruments because the Company continues to carry variable-rate borrowings in excess of the notional amounts of the terminated instruments.

The unamortized gain of the terminated swaps still remaining in accumulated other comprehensive income was $ 1.2 million as of December 31, 2023.

Note 13 — Non-Controlling Interests

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Total Non-controlling Interests $ 6,429 $ 6,551

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Net loss attributable to non-controlling interests on the Company’s consolidated statement of operations is comprised of the following:

Year Ended December 31,

(in thousands) 2023 2022 2021

Income attributable to Series A Preferred Units held by third parties $ ( 185 ) $ ( 184 ) $ ( 92 )

Loss attributable to Common OP Units held by third parties 317 341 373

Net loss attributable to non-controlling interests in the OP 132 157 281

Income attributable to non-controlling interests in property-owning subsidiaries ( 50 ) ( 22 ) ( 21 )

Net loss attributable to non-controlling interests $ 82 $ 135 $ 260

Non-Controlling Interests in the Operating Partnership

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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

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.

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, 2023 and 2022, Series A Preferred Unit holders were paid distributions of $ 0.2 million.

Common OP Units

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During the years ended December 31, 2023 and 2022, 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, 2023 would be redeemable for 496,644 shares of common stock, giving effect to adjustments for the impact of the stock dividends through January 2024.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 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 Company has investment arrangements with unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive proportionate shares of the net operating cash flows derived from the subsidiaries’ properties.

Upon disposition of a property subject to non-controlling interests, 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.

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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:

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May 2015 $ 695 6.7 % $ 12,687 $ 12,455 $ — $ — $ —

_____________

(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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(1) Of the six total properties in the Plaza Del Rio Medical Office Campus Portfolio, three properties were encumbered under the Capital One MOB Loan, two properties were pledged to the MOB Warehouse Facility and one property was encumbered under the Multi-Property CMBS Loan.

Please see Note 4 — Mortgage Notes Payable and Note 5 — Credit Facilities for additional information.

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):

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2023, 2022 and 2021 and has been retroactively adjusted to reflect the stock dividends (see Note 1 — Organization and Note 8 — Stockholder’s Equity for additional information):

Year Ended December 31,

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Basic and diluted net loss per share $ ( 0.76 ) $ ( 0.83 ) $ ( 0.82 )

$ ( 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.

(1) Weighted average number of shares of common stock outstanding for the periods presented.

There were 111,545,018 , 105,080,531 and 99,281,754 shares of common stock outstanding as of December 31, 2023, 2022 and 2021.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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.

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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.

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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.

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.

Segment Income

The Company evaluates the performance of the combined properties in each segment based on total revenues from tenants, less property operating costs.

As such, this excludes all other items of expense and income included in the financial statements in calculating net loss.

The Company uses segment income to assess and compare property level performance and to make decisions concerning the operation of the properties.

The Company believes that segment income is useful as a performance measure because, when compared across periods, segment income 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 loss.

Segment income excludes certain components from net 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 )

Segment income presented by the Company may not be comparable to segment income reported by other REITs that define segment income differently.

HEALTHCARE TRUST, INC.

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December 31, 2023

The following table presents the operating financial information for the Company’s two business segments for the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31,

(In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated

(In thousands) 2023

Medical Office Buildings:

Revenue from tenants $ 135,449 $ 131,444 $ 122,867

Property operating and maintenance 37,954 35,945 34,480

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

Segment income $ 97,495 $ 95,499 $ 88,387

Senior Housing Operating Properties:

Revenue from tenants $ 210,476 $ 204,402 $ 206,488

Property operating and maintenance 179,838 177,499 171,333

NOI 87,012 51,052 138,064

Segment income $ 30,638 $ 26,903 $ 35,155

Reconciliation to Consolidated Financial Information

A reconciliation of the total reportable segments’ revenue from tenants to consolidated revenue from tenants and the total reportable segments’ income to consolidated net loss attributable to common stockholders is presented below:

Year Ended December 31,

(In thousands) 2023 2022 2021

Revenue from tenants

MOBs $ 135,449 $ 131,444 $ 122,867

SHOPs 210,476 204,402 206,488

Total consolidated revenue from tenants $ 345,925 $ 335,846 $ 329,355

Net loss attributable to common stockholders:

Segment income:

MOBs $ 97,495 $ 95,499 $ 88,387

SHOPs 30,638 26,903 35,155

Total segment income 128,133 122,402 123,542

Impairment charges ( 4,676 ) ( 27,630 ) ( 40,951 )

3 unchanged sentences

Depreciation and amortization ( 82,873 ) ( 82,064 ) ( 79,926 )

Gain on sale of real estate investment 5,230

Gain (loss) on sale of real estate investments ( 322 ) ( 125 ) 3,648

Interest expense ( 66,078 ) ( 51,740 ) ( 47,900 )

Interest and other income 734 27 61

Loss on non-designated derivatives ( 102 )

Gain (loss) on non-designated derivatives ( 1,995 ) 3,834 37

Income tax expense ( 303 ) ( 201 ) ( 203 )

Net income attributable to non-controlling interests ( 303 )

Net loss attributable to non-controlling interests 82 135 260

Allocation for preferred stock ( 13,799 ) ( 13,799 ) ( 7,762 )

4 unchanged sentences

December 31, 2023

The following table reconciles the segment activity to consolidated total assets as of the periods presented:

The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented:

(In thousands) 2023 2022

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

MOBs $ 1,114,963 $ 1,121,857

SHOPs 824,694 856,440

Total investments in real estate, net 1,939,657 1,978,297

1,978,297 2,049,927

Cash and cash equivalents 46,409 53,654

9 unchanged sentences

(In thousands) 2023 2022 2021

Medical office and other healthcare-related buildings $ 10,542 $ 6,152 $ 8,561

Seniors housing — operating properties 17,451 12,919 12,833

MOBs $ 10,467 $ 10,542 $ 6,152

SHOPs 14,832 17,451 12,919

Total capital expenditures $ 25,299 $ 27,993 $ 19,071

11 unchanged sentences

For the years ended December 31, 2023, 2022 and 2021, the Company paid cash of $ 0.7 million, $ 0.7 million and $ 0.8 million for amounts included in the measurement of lease liabilities and recorded total rental expense from operating leases of $ 0.8 million, $ 0.9 million and $ 0.9 million, on a straight-line basis in accordance with the standard, during the years ended December 31, 2023, 2022 and 2021, respectively.

The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2023

The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss.

Future Base Rent Payments

18 unchanged sentences

The stock dividend was payable on January 16, 2024 to holders of record of the Company’s common stock at the close of business on January 12, 2024.

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.

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.

Property Acquisitions

Subsequent to December 31, 2023, the Company acquired four MOB properties for an aggregate contract purchase price of $ 12.6 million.

This acquisition was funded with a mortgage note of $ 7.5 million secured by the acquired properties (described below) and the remainder with cash on hand.

New Indebtedness

In connection with the acquired MOBs described above, subsequent to December 31, 2023, the Company entered into a new secured mortgage note for $ 7.5 million.

This mortgage bears interest at an annual rate of 6.84 % with no principal payments due until maturity in March 2034.

Healthcare Trust, Inc.

38 unchanged sentences

Sunnybrook of Fairfield - Fairfield, IA IA 8/26/2014 — 340 14,115 — 353 14,808 4,016

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 IA 8/26/2014 — 473 10,600 — 199 11,272 2,904

3 unchanged sentences

Sunnybrook of Muscatine - Muscatine, IA (5) IA 8/26/2014 — 302 13,840 — 283 14,425 3,745

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 IA 8/26/2014 — 306 10,409 — 175 10,890 2,652

Liberty Court - Dixon, IL IL 8/29/2014 — 119 1,998 — 69 2,186 610

Lakeside Vista - Holland, MI (5) MI 8/29/2014 — 378 12,196 — 2,205 14,779 3,658

Healthcare Trust, Inc.

11 unchanged sentences

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 IL 8/29/2014 — 164 1,746 — 317 2,227 463

10 unchanged sentences

Addington Place of Dublin - Dublin, GA GA 9/30/2014 — 403 9,281 — 235 9,919 2,768

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 (6),(8) GA 9/30/2014 — 997 11,943 — 545 13,485 3,536

17 unchanged sentences

Mount Vernon Medical Office Building - Mount Vernon, WA (9) WA 11/25/2014 14,774 — 18,519 — 4 18,523 4,561

Wellington at Hershey's Mill - West Chester, PA PA 12/3/2014 — 8,531 80,734 — 6,040 95,305 21,624

Eye Specialty Group Medical Building - Memphis, TN TN 12/5/2014 6,379 775 7,223 — — 7,998 1,721

Addington Place of Alpharetta - Alpharetta, GA GA 12/10/2014 — 1,604 26,069 — 294 27,967 6,899

Healthcare Trust, Inc.

11 unchanged sentences

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 (6),(8) KS 12/10/2014 — 1,782 21,869 — 527 24,178 6,073

28 unchanged sentences

Commercial Center - Peoria, AZ AZ 5/15/2015 2,358 959 1,110 — 887 2,956 682

Medical Center III - Peoria, AZ AZ 5/15/2015 2,353 673 1,651 — 1,317 3,641 1,219

Morrow Medical Center - Morrow, GA GA 6/24/2015 4,831 1,155 5,674 — 648 7,477 1,541

Belmar Medical Building -Lakewood, CO CO 6/29/2015 3,775 819 4,287 — 736 5,842 1,349

Healthcare Trust, Inc.

11 unchanged sentences

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 (6),(8) MI 6/30/2015 — 440 14,975 — 1,267 16,682 3,953

7 unchanged sentences

Eastside Cancer Institute - Greenville, SC SC 10/22/2015 6,041 1,498 6,637 — 779 8,914 1,667

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 OR 10/22/2015 — 433 2,623 — — 3,056 579

11 unchanged sentences

Cedarhurst of Collinsville - Collinsville, IL IL 12/22/2017 — 1,228 8,652 — 417 10,297 1,662

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 MI 12/22/2017 7,199 1,078 9,525 — 20 10,623 1,594

3 unchanged sentences

RAI Care Center - Clearwater, FL FL 12/22/2017 2,609 624 3,156 — 70 3,850 506

Illinois CancerCare - Galesburg, IL IL 12/22/2017 1,920 290 2,457 — — 2,747 441

UnityPoint Clinic - Muscatine, IA IA 12/22/2017 — 570 4,541 — 18 5,129 779

Lee Memorial Health System Outpatient Center - Ft.

Myers FL 12/22/2017 3,751 439 4,374 — 722 5,535 879

Decatur Medical Office Building - Decatur, GA (9) GA 12/22/2017 3,078 695 3,273 — 573 4,541 629

Healthcare Trust, Inc.

11 unchanged sentences

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 (9) IL 12/22/2017 11,878 — 16,855 — 135 16,990 2,566

45 unchanged sentences

MA 7/22/2019 1,554 435 1,858 — — 2,293 252

Pioneer Spine Sport - Springfield, MA

MA 7/22/2019 1,940 333 2,530 — — 2,863 311

Pioneer Spine Sports - West Springfield, MA

MA 7/22/2019 3,164 374 4,295 — — 4,669 520

Felicita Vida - Escondido, CA

CA 9/3/2019 — 1,677 28,953 — 546 31,176 3,823

Cedarhurst of Edwardsville - Edwardsville, IL IL 1/10/2020 — 321 9,032 — 105 9,458 1,083

Healthcare Trust, Inc.

11 unchanged sentences

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 PA 1/17/2020 4,756 745 6,272 — — 7,017 669

27 unchanged sentences

Bone and Joint Specialists - Merrillville, IN IN 6/29/2022 3,322 1,014 2,499 — — 3,513 100

Eastern Carolina ENT - Greenville, NC NC 12/21/2022 4,399 663 5,828 — — 6,491 160

Peters - Albany, NY NY 3/1/2023 11,611 1,331 15,802 — — 17,133 346

Hope Orthopedics - Salem, OR OR 3/24/2023 2,977 754 3,639 — — 4,393 85

OSF Healthcare - Dwight, IL (7) IL 9/28/2023 — 254 2,960 — — 3,214 21

OSF Healthcare - Godfrey, IL (7) IL 9/28/2023 — 1,034 4,668 — — 5,702 34

Healthcare Trust, Inc.

11 unchanged sentences

Depreciation (3) (4)

Eastern Carolina ENT - Greenville, NC (5) NC 12/21/2022 — 664 5,826 — — 6,490 —

Fannie Mae Master Credit Facilities (5)(6)

$ 937,230 $ 210,294 $ 2,075,880 $ ( 3,840 ) $ 13,253 $ 2,295,587 $ 397,982

MOB Warehouse Facility (7)

$ 1,182,405 $ 211,142 $ 2,073,990 $ ( 3,155 ) $ 46,362 $ 2,328,339 $ 458,010

3 unchanged sentences

(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).

(5) These properties collateralize the Capital One Facility, which had $ 206.9 million of outstanding borrowings as of December 31, 2023.

(6) These properties collateralize the KeyBank Facility, which had $ 139.3 million of outstanding borrowings as of December 31, 2023.

(7) These properties collateralize the MOB Warehouse Facility, which had $ 14.7 million of outstanding borrowings as of December 31, 2023.

(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.

(9) Some or all of the land underlying these properties 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.

(10) The building amount for these properties represents combined direct financing leases for the total assets 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.

(11) These properties were previously subject to operating land leases which have either been prepaid or otherwise satisfied as of December 31, 2023.

(12) These properties have been impaired as of December 31, 2023.

See Note 3 — Real Estate Investments, Net “Assets Held for Use and Related Impairments” for additional information.

20 unchanged sentences

(2) Includes amounts relating to dispositions and impairment charges on assets for the years ended December 31, 2023, 2022 and 2021.

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 .

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

What changed 10-K

Item 9A. Controls and Procedures