What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-05 · 595 added, 1379 removed, 393 unchanged (83% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

September 30,

2025 December 31, 2024

(In thousands, except per share data)

March 31, 2026 December 31, 2025

Real estate investments, at cost:

6 unchanged sentences

Total real estate investments, net 1,507,020 1,518,825

Assets held-for-sale

Cash and cash equivalents 52,809 57,620

3 unchanged sentences

Operating lease right-of-use assets 7,275 7,377

Prepaid expenses and other assets 24,972 26,316

Prepaid expenses and other assets, net 22,290 23,019

Accounts receivable, net 9,193 9,252

4 unchanged sentences

Fannie Mae secured debt 333,296 334,739

336,181 362,216

Revolving credit facility 186,000 186,000

Term loan, net 148,539 148,405

Market lease intangible liabilities, net 4,616 4,851

Accounts payable and accrued expenses (including $ 30,267 due to related parties as of December 31, 2024)

46,440 89,575

Derivative liabilities, at fair value — 188

Accounts payable and accrued expenses 42,702 44,381

Operating lease liabilities 8,378 8,467

2 unchanged sentences

Total liabilities 1,101,519 1,107,247

Stockholders’ Equity

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,740,000 authorized;

3,845,515 and 3,977,144 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,680,000 authorized;

3,466,117 and 3,630,000 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 300,000,000 shares authorized, 28,426,694 and 28,296,439 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Commitments and Contingencies

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,608 authorized as of both March 31, 2026 and December 31, 2025;

3,846 issued and outstanding as of both March 31, 2026 and December 31, 2025

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,467 authorized as of both March 31, 2026 and December 31, 2025;

3,417 issued and outstanding as of both March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value, 300,000 shares authorized, 28,412 and 28,427 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,531,539 2,531,315

5 unchanged sentences

Total liabilities and equity $ 1,698,062 $ 1,711,772

Share and per share data have been adjusted for all periods presented to reflect a one-for-four reverse stock split effective September 30, 2024.

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In thousands, except per share data)

Three months ended March 31,

Revenue from tenants $ 86,285 $ 86,443

2 unchanged sentences

Impairment charges — 11,899

Operating fees to related parties

— 6,391 — 19,181

Termination fees to related parties

— 8,409 — 106,650

Acquisition and transaction related 53 51

2 unchanged sentences

Total expenses 76,176 98,408

Operating gain (loss) before gain on sale of real estate investments

1,749 ( 22,505 ) ( 18,386 ) ( 123,840 )

Gain on sale of real estate investments

626 1,579 28,267 1,354

Operating income (loss)

2,375 ( 20,926 ) 9,881 ( 122,486 )

Other expense:

Operating income (loss) before (loss) gain on sale of real estate investments 10,109 ( 11,965 )

(Loss) gain on sale of real estate investments ( 2 ) 24,989

Operating income 10,107 13,024

Other income (expense):

Interest expense ( 14,671 ) ( 14,529 )

Interest and other income

294 548 512 1,077

Gain on extinguishment of debt — — 257 —

(Loss) gain on non-designated derivatives

( 77 ) ( 2,384 ) ( 46 ) 449

Interest and other income (expense), net 171 ( 15 )

Gain (loss) on non-designated derivatives 189 ( 1 )

Total other expenses, net ( 14,311 ) ( 14,545 )

( 14,843 ) ( 19,843 ) ( 44,702 ) ( 50,616 )

Loss before income taxes ( 4,204 ) ( 1,521 )

Income tax benefit

( 66 ) — ( 60 ) ( 135 )

( 12,534 ) ( 40,769 ) ( 34,881 ) ( 173,237 )

Net (income) loss attributable to non-controlling interests

Income tax (expense) benefit ( 77 ) 6

( 4,281 ) ( 1,515 )

Net income attributable to non-controlling interests ( 28 ) ( 54 )

Allocation for preferred stock ( 3,294 ) ( 3,450 )

10 unchanged sentences

$ ( 0.27 ) $ ( 0.18 )

(1) Retroactively adjusted for the effects of previous stock dividends (see Note 1 — Organization ).

Share and per share data have been adjusted for all periods presented to reflect a one-for-four reverse stock split effective September 30, 2024.

(1) Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a net loss exists as the effect would be an antidilutive per share amount.

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

Nine Months Ended September 30, 2025

Series A Preferred Stock Series B Preferred Stock Common Stock

(In thousands)

Three months ended March 31, 2026

Series A preferred stock Series B preferred stock Common stock Additional paid-in capital Accumulated other comprehensive income Distributions in excess of accumulated earnings Total stockholders’ equity Non-controlling interests Total equity

Number of shares

Par value Number of shares

Par Value Number of Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Distributions in excess of accumulated earnings Total Stockholders Equity Non-controlling Interests Total Equity

Number of shares

Balance, December 31, 2025

1 unchanged sentence

Share-based compensation — — — — — — 612 — — 612 — 612

— — — — — — 1,903 — — 1,903 — 1,903

Common stock issuance, net of tax withholdings — — — — 29 — ( 443 ) ( 443 ) ( 443 )

— — — — 11,026 — ( 612 ) — — ( 612 ) — ( 612 )

Distributions declared on Series A Preferred Stock, $ 0.46 per share

3 unchanged sentences

Distributions to non-controlling interest holders — — — — — — — — — — ( 47 ) ( 47 )

Repurchase of Series A Preferred Stock

( 131,629 ) ( 2 ) — — — — ( 2,024 ) — — ( 2,026 ) — ( 2,026 )

Repurchase of Series B Preferred Stock

— — ( 163,883 ) ( 1 ) — — ( 2,479 ) — — ( 2,480 ) — ( 2,480 )

Net loss — — — — — — — — ( 34,925 ) ( 34,925 ) 44 ( 34,881 )

Unrealized loss on designated derivatives — — — — — — — ( 9,080 ) — ( 9,080 ) — ( 9,080 )

Rebalancing of ownership percentage — — — — — — 55 — — 55 ( 55 ) —

Balance, September 30, 2025

Unrealized loss on designated derivatives — — — — — — — ( 528 ) — ( 528 ) — ( 528 )

Net loss — — — — — — — — ( 4,309 ) ( 4,309 ) 28 ( 4,281 )

Balance, March 31, 2026

3,846 $ 38 3,417 $ 35 28,336 $ 1,132 $ 2,531,539 $ 5,076 $ ( 1,945,664 ) $ 592,156 $ 4,387 $ 596,543

Three Months Ended September 30, 2025

Series A Preferred Stock Series B Preferred Stock Common Stock

Three months ended March 31, 2025

Number of shares

Par value Number of shares

Balance, June 30, 2025

3,920,228 $ 40 3,563,787 $ 35 28,296,439 $ 1,132 $ 2,532,585 $ 9,441 $ ( 1,896,200 ) $ 647,033 $ 5,449 $ 652,482

Share-based compensation

— — — — — — 1,333 — — 1,333 — 1,333

Common stock issuance, net of tax withholdings

— — — — 11,026 — ( 612 ) — — ( 612 ) — ( 612 )

Distributions declared on Series A Preferred Stock, $ 0.46 per share

— — — — — — — — ( 1,775 ) ( 1,775 ) — ( 1,775 )

Distributions declared on Series B Preferred Stock, $ 0.45 per share

— — — — — — — — ( 1,551 ) ( 1,551 ) — ( 1,551 )

Distributions to non-controlling interest holders — — — — — — — — — — ( 46 ) ( 46 )

Repurchase of Series A Preferred Stock

( 74,713 ) ( 2 ) — — — — ( 1,203 ) — — ( 1,205 ) — ( 1,205 )

Repurchase of Series B Preferred Stock

— — ( 97,670 ) — — — ( 1,563 ) — — ( 1,563 ) — ( 1,563 )

Net loss — — — — — — — — ( 12,555 ) ( 12,555 ) 21 ( 12,534 )

Unrealized loss on designated derivatives

— — — — — — — ( 1,881 ) — ( 1,881 ) — ( 1,881 )

Rebalancing of ownership percentage — — — — — — ( 5 ) — — ( 5 ) 5 —

Balance, September 30, 2025

3,845,515 $ 38 3,466,117 $ 35 28,307,465 $ 1,132 $ 2,530,535 $ 7,560 $ ( 1,912,081 ) $ 627,219 $ 5,429 $ 632,648

Share and per share data have been adjusted for all periods presented to reflect a one-for-four reverse stock split effective September 30, 2024.

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

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

Nine Months Ended September 30, 2024

Series A Preferred Stock Series B Preferred Stock Common Stock

Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Distributions in Excess of Accumulated Earnings Total Stockholders Equity Non-controlling Interests Total Equity

Number of shares

Balance, December 31, 2024

3,977 $ 40 3,630 $ 36 28,296 $ 1,132 $ 2,533,706 $ 16,640 $ ( 1,866,994 ) $ 684,560 $ 5,565 $ 690,125

Share-based compensation

— — — — — — 613 — — 613 — 613

Distributions declared in common stock, $ 0.21 per share

— — — — 410,184 17 23,678 — ( 23,695 ) — — —

Distributions declared on Series A Preferred Stock, $ 0.46 per share

3 unchanged sentences

Distributions to non-controlling interest holders — — — — — — — — — — ( 47 ) ( 47 )

Net loss — — — — — — — — ( 172,709 ) ( 172,709 ) ( 529 ) ( 173,237 )

Unrealized loss on designated derivatives — — — — — — — ( 4,994 ) — ( 4,994 ) — ( 4,994 )

— — — — — — — ( 9,163 ) — ( 9,163 ) — ( 9,163 )

Rebalancing of ownership percentage — — — — — — 31 — — 31 ( 31 ) —

Balance, September 30, 2024

3,977,144 $ 40 3,630,000 $ 36 28,296,439 $ 1,132 $ 2,533,697 $ 14,301 $ ( 1,846,558 ) $ 702,648 $ 5,658 $ 708,306

Three Months Ended September 30, 2024

Series A Preferred Stock Series B Preferred Stock Common Stock

Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Distributions in Excess of Accumulated Earnings Total Stockholders Equity Non-controlling Interests Total Equity

Balance, June 30, 2024

3,977,144 $ 40 3,630,000 $ 36 28,309,545 $ 1,132 $ 2,533,484 $ 24,468 $ ( 1,802,415 ) $ 756,745 $ 5,842 $ 762,587

Stock-based compensation

— — — — — — 153 — — 153 — 153

Distributions declared in common stock, $ 0.21 per share

— — — — ( 13,106 ) — — — — — — —

Distributions declared on Series A Preferred Stock, $ 0.46 per share

— — — — — — — — ( 1,833 ) ( 1,833 ) — ( 1,833 )

Distributions declared on Series B Preferred Stock, $ 0.45 per share

— — — — — — — — ( 1,617 ) ( 1,617 ) — ( 1,617 )

Distributions to non-controlling interest holders — — — — — — — — — — ( 47 ) ( 47 )

Net loss — — — — — — — — ( 1,569 ) ( 1,569 ) 54 ( 1,515 )

Unrealized gain on designated derivatives — — — — — — — ( 10,167 ) — ( 10,167 ) — ( 10,167 )

Rebalancing of ownership percentage — — — — — — 60 — — 60 ( 60 ) —

Balance, September 30, 2024

Balance, March 31, 2025

3,977 $ 40 3,630 $ 36 28,296 $ 1,132 $ 2,533,737 $ 11,646 $ ( 1,872,012 ) $ 674,579 $ 5,541 $ 680,120

Share and per share data have been adjusted for all periods presented to reflect a one-for-four reverse stock split effective September 30, 2024.

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

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three months ended March 31,

Cash flows from operating activities:

Net loss $ ( 4,281 ) $ ( 1,515 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 17,738 23,706

Amortization of deferred financing costs 3,035 2,519

Amortization of deferred financing costs and mortgage discounts (premiums) 1,044 858

Accretion of terminated swap ( 1,476 ) —

Amortization of mortgage premiums and discounts, net 65 67

Amortization (accretion) of market lease and other intangibles, net 2,022 ( 822 )

Bad debt expense 659 914

Equity-based compensation 1,903 613

(Accretion) amortization of market lease and other intangibles, net ( 147 ) 2,331

Stock-based compensation amortization expense 612 —

Gain on sale of real estate investments — ( 24,989 )

( 28,267 ) ( 1,354 )

Cash received from non-designated derivative instruments 375 930

Loss (gain) on non-designated derivative instruments

Loss on non-designated derivative instruments 87 1

Impairment charges — 11,899

Gain on extinguishment of debt ( 257 ) —

Deferred tax valuation allowance ( 79 ) 601

Changes in assets and liabilities:

Straight-line rent receivable ( 2,412 ) ( 360 )

Prepaid expenses and other assets ( 7,155 ) ( 2,303 )

Termination fees payable to related parties — —

Straight-line rent receivable, net ( 268 ) ( 1,023 )

Prepaid expenses and other assets, net 597 393

Accounts receivable, net 59 2,436

2 unchanged sentences

Deferred rent ( 2,322 ) 1,057

Net cash used in operating activities

( 3,008 ) ( 86,300 )

Net cash provided by (used in) operating activities 9,013 ( 21,229 )

Cash flows from investing activities:

Property acquisitions ( 250 ) ( 5,606 )

Capital expenditures ( 5,265 ) ( 5,669 )

Investments in non-designated interest rate caps — ( 1,709 )

Proceeds from sales of real estate investments 90,340 82,278

Net cash provided by investing activities

73,137 58,563

Investments in non-designated interest rate caps, net ( 154 ) —

Proceeds from sales of real estate, net — 83,712

Net cash (used in) provided by investing activities ( 5,419 ) 78,043

Cash flows from financing activities:

Payments on Fannie Mae and other secured debt

( 26,034 ) ( 4,327 )

Proceeds from Fannie Mae and other secured debt

Payments on mortgage notes payable ( 645 ) ( 879 )

Payments of deferred financing costs ( 205 ) ( 199 )

Proceeds from promissory note — 30,267

Repurchase of preferred stock ( 4,503 ) —

Distributions paid on Series A Preferred Stock ( 5,410 ) ( 5,501 )

Distributions paid on Series B Preferred Stock ( 4,752 ) ( 4,849 )

Repayments of Fannie Mae secured debt ( 1,442 ) ( 1,442 )

Repayments of mortgage notes payable ( 221 ) ( 210 )

Proceeds from interest rate swap terminations — 648

Taxes paid for net settlement of equity-based awards ( 444 ) —

Dividends paid on Series A Preferred Stock ( 1,773 ) ( 1,834 )

Dividends paid on Series B Preferred Stock ( 1,521 ) ( 1,616 )

Distributions to non-controlling interest holders ( 46 ) ( 47 )

Net cash (used in) provided by financing activities

( 41,688 ) 21,333

Net cash used in financing activities ( 5,447 ) ( 4,501 )

Net change in cash, cash equivalents and restricted cash ( 1,853 ) 52,313

5 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Cash and cash equivalents, end of period $ 47,059 $ 32,858

Restricted cash, end of period 55,477 52,054

Cash, cash equivalents and restricted cash, end of period $ 102,536 $ 84,912

Three months ended March 31,

Supplemental disclosures of cash flow information:

Cash paid for interest $ ( 14,302 ) $ ( 12,741 )

Cash paid for income and franchise taxes 495 411

Cash paid for taxes, net (1)

( 146 ) ( 184 )

Non-cash investing and financing activities:

Common stock issued through stock dividends $ — $ 23,695

Accrued offering costs $ ( 670 ) $ —

Preferred stock dividend declared

( 3,342 ) ( 3,496 )

Mortgages issued with acquisition of real estate investments $ — $ 7,500

Proceeds from real estate sales used to repay mortgage notes payable $ 82,540 $ —

Mortgage notes payable repaid with proceeds from real estate sales — ( 68,394 )

Net change in accrued capital expenditures for the period 86 —

Share and per share data have been adjusted for all periods presented to reflect a one-for-four reverse stock split effective September 30, 2024.

(1) For the three months ended March 31, 2026, relates to cash paid for income taxes, net of refunds.

For the three months ended March 31, 2025, relates to cash paid for income and franchise taxes.

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Note 1 — Organization

3 unchanged sentences

federal income tax purposes.

The Company acquires, owns and manages a diversified portfolio of healthcare-related real estate, focused on outpatient medical facilities (“OMFs”) and senior housing operating properties (“SHOPs”).

As of September 30, 2025, the Company owned 174 properties (including one land parcel and one property classified as held-for-sale) located in 30 states and comprised of 7.3 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 (“TRSs”).

Prior to the consummation of the Internalization (as defined below) on September 27, 2024, the Company’s former advisor, Healthcare Trust Advisors, LLC (the “Advisor”), managed its day-to-day business with the assistance of its property manager, Healthcare Trust Properties, LLC (the “Property Manager”);

the former Advisor and Property Manager were under common control with AR Global Investments, LLC (the “Advisor Parent”), and these related parties received compensation and fees for providing services to the Company.

See the “ Internalization ” section in this Note for additional information.

As of September 30, 2025, the Company owned 40 (including one property classified as held-for-sale) SHOPs using the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure in its SHOP segment.

As of September 30, 2025, the Company had four eligible independent contractors operating 39 SHOPs.

The Company has two operating and reportable business segments:

OMFs and SHOPs.

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

In its OMF operating segment, the Company owns, manages and leases single and multi-tenant OMFs where tenants are generally required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent.

The Property Manager or third-party managers manage the Company’s OMFs.

From October 2020 through January 2024, the Company issued an aggregate of approximately 5.2 million shares of common stock as stock dividends (as adjusted to reflect the Reverse Stock Split (as defined below)).

Dividends payable entirely in shares of common stock are treated in a fashion similar to a stock split for accounting purposes specifically related to per-share calculations for the current and prior periods.

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.

See Note 8 — Stockholders’ Equity for additional information on the stock dividends.

On March 26, 2025, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2024.

The Estimated Per-Share NAV published on March 26, 2025 has not been adjusted since publication and will not be adjusted until the Company’s board of directors (the “Board”) determines a new Estimated Per-Share NAV.

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 on a national securities exchange.

Internalization

On September 27, 2024 (the “Closing Date”), the Company consummated (the “Closing”) the transactions (the “Internalization”) contemplated by that certain merger agreement dated August 6, 2024 (the “Internalization Agreement”) by and among the Company, HTI Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), the former Advisor and the former Advisor Parent.

Consummation of the Internalization resulted in the internalization of the Company’s management through the merger of the former Advisor with and into Merger Sub, with the former Advisor being the surviving entity and the termination of the Company’s prior arrangement for advisory management services provided by the former Advisor.

All assets, contracts and employees necessary for the Company to conduct its business were contributed by the former Advisor Parent to the former Advisor prior to the Closing Date, including all of the equity interests in the Property Manager, which became a wholly-owned subsidiary of the Company following the Internalization.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Pursuant to the Internalization Agreement, on the Closing Date, (i) the outstanding membership interests of the former Advisor were converted into the right to receive from the Company an internalization fee of $ 98.2 million and (ii) the former Advisor Parent received (x) an asset management fee of $ 5.5 million, representing the aggregate base management fee that the Company would have been required to pay to the former Advisor during the remaining three month notice period required to terminate the advisory agreement, and (y) a property management fee of $ 2.9 million, representing the aggregate management fees that the Company would have been required to pay to the Property Manager through the property management agreement, in each case subject to certain other adjustments (collectively, the “Closing Payments” in an aggregate amount of $ 106.6 million).

Pursuant to the Internalization Agreement, because the Closing Payments exceeded the Company’s Available Cash (as defined in the Internalization Agreement), the Company paid the former Advisor Parent an aggregate cash consideration of $ 75.0 million (such cash amount, the “Closing Date Cash Consideration”), and the Company issued to the former Advisor Parent an unsecured promissory note (the “Promissory Note”) in a principal amount of $ 30.3 million, equal to the difference between the Closing Date Cash Consideration and the Closing Payments , which Promissory Note was repaid in full in January 2025.

Reverse Stock Split, Name Change and Common Stock Par Value Adjustment

On September 26, 2024, the Company filed Articles of Amendment to the Company’s articles of amendment and restatement (as amended to date, the “Charter”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) to effect a reverse stock split of the Company’s common stock at a ratio of one-for-four, which became effective on September 30, 2024 (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, the par value of the common stock adjusted to $ 0.04 per share.

The number of authorized shares of common stock under the Charter remains unchanged.

On September 26, 2024, the Company filed another Articles of Amendment to the Company’s Charter with the SDAT to (i) change the Company’s name to “National Healthcare Properties, Inc.” from “Healthcare Trust, Inc.” and (ii) adjust the par value of the Company’s common stock back to $ 0.01 per share following the Reverse Stock Split, both of which became effective on September 30, 2024.

In connection with its name change, the Company, as the general partner of the OP, caused the name of the OP to be changed to “National Healthcare Properties Operating Partnership, L.P.” from “Healthcare Trust Operating Partnership, L.P.”

All share and per share data in this Quarterly Report on Form 10-Q have been adjusted for all periods presented to reflect the Reverse Stock Split.

The Company acquires, owns and manages a diversified portfolio of healthcare-related real estate focused on senior housing operating properties (“SHOP”) and outpatient medical facilities (“OMF”).

Substantially all of the Company’s business is conducted through the OP and its wholly-owned subsidiaries, which include certain taxable REIT subsidiaries (“TRSs”).

As of March 31, 2026 , the Company owned 168 properties (including one land parcel) located in 29 states, consisting of 37 senior housing communities, with 3,615 units, and 130 outpatient medical facilities, with approximately 3.7 million square feet of gross leasable area .

The Company operates two operating and reportable business segments:

SHOP and OMF.

In the SHOP segment, the Company invests in senior housing communities through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure.

Under RIDEA, a REIT may lease “qualified healthcare properties” on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.” As of March 31, 2026, the Company had three eligible independent contractors operating 37 senior housing communities.

In the OMF segment, the Company owns, manages and leases single and multi-tenant OMFs where, in addition to base rent, tenants are required to pay their pro rata share of property operating expenses and certain capital expenditures, which may be subject to expense exclusions and floors.

As of March 31, 2026, the Company managed all OMFs directly, without the use of third party service providers.

On April 23, 2026, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission (the “SEC”) on Form S-11, as amended, the Company completed its public offering (the “Offering”) and issued an aggregate of 44,275,000 shares of Class A common stock, $ 0.01 par value per share (“Class A common stock”) (which included shares issued pursuant to the underwriters’ exercise of their overallotment option on April 28, 2026), for aggregate gross offering proceeds of approximately $ 531.3 million.

In connection with the Offering, the Class A common stock became listed on The Nasdaq Global Market under the symbol “NHP” and began trading on April 22, 2026.

Each share of Class A common stock will automatically convert into one share of the Company’s existing common stock, $ 0.01 par value per share, on October 19, 2026 and all shares of common stock will subsequently be listed and freely tradeable on The Nasdaq Global Market under the symbol “NHP.”

Note 2 — Summary of Significant Accounting Policies

2 unchanged sentences

The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods.

The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 27, 2025.

Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2025.

The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2026.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Principles of Consolidation and Basis of Presentation

4 unchanged sentences

Substantially all of the Company’s assets and liabilities are held by the OP.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Use of Estimates

2 unchanged sentences

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.

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in its OMF segment.

As of September 30, 2025, these leases had a weighted average remaining lease term of 5.5 years.

Rent from tenants in the Company’s OMF segment is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease.

Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.

When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation.

For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space.

For lease modifications, the commencement date is considered to be the date the lease modification is executed.

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

Tenant revenue also includes operating expense reimbursements which generally increase with any increase in property operating and maintenance expenses in the Company’s OMF segment.

In addition to base rent, dependent on the specific lease, tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors, or (ii) their share of increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases.

Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOP segment, held using a structure permitted under RIDEA.

Rental income from residents in the Company’s SHOP segment is recognized as earned when services are provided.

Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services.

The terms of the leases are short term in nature, primarily month-to-month.

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

Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating and maintenance expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating and maintenance costs of the respective properties.

The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter as of September 30, 2025.

These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items.

These amounts also exclude SHOP leases which are short term in nature.

(In thousands) Future

Base Rent Payments

2025 (remainder) $ 22,561

Thereafter 276,826

Total $ 598,865

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Company continually reviews receivables related to rent and unbilled rent and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

Under the leasing standards, the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.

If the Company determines that it is probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e., straight-line).

However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable.

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

The Company recorded reductions in revenue of $ 0.7 million for uncollectable amounts during the nine months ended September 30, 2025, and $ 0.1 million and $ 0.9 million for uncollectable amounts during the three and nine months ended September 30, 2024, respectively.

Reductions in revenue for the three months ended September 30, 2025 was not material.

Investments in Real Estate

Investments in real estate are recorded at cost.

Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset.

Costs of repairs and maintenance are expensed as incurred.

At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition.

If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss.

If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.

See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company’s operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations.

No properties were presented as discontinued operations during the three and nine months ended September 30, 2025 and 2024.

Properties that are intended to be sold are to be designated as “held-for-sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held-for-sale, most significantly that the sale is probable within one year.

The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits.

Properties are no longer depreciated when they are classified as held-for-sale.

There was one SHOP property classified as held-for-sale as of September 30, 2025.

Amounts related to this property are recorded in “assets held-for-sale” on the Company’s consolidated balance sheets.

There were no properties classified as held-for-sale as of December 31, 2024.

Purchase Price Allocation

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values.

Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis.

Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics.

In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values.

In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates.

In allocating the fair value to any assumed or issued non-controlling interests, amounts are recorded at their fair value at the close of business on the acquisition date.

In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain.

In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets.

During the nine months ended September 30, 2024, the Company acquired four properties.

During the nine months ended September 30, 2025, the Company did no t acquire any properties.

All acquisitions during the nine months ended September 30, 2024 were asset acquisitions.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values.

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data.

The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

The Company utilizes various estimates, processes and information to determine the as-if vacant property value.

The Company estimates the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, market rental rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases.

Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases.

In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months.

The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of market rental rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant.

Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

The Company did not record any intangible asset amounts related to customer relationships during the nine months ended September 30, 2025 or 2024.

Accounting for Leases

Lessor Accounting

The Company evaluates new leases (by the Company or by a predecessor lessor/owner) pursuant to ASC 842:

Leases to determine lease classification.

A lease is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.

This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term.

Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

As 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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Lessee Accounting

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease.

Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.

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

Impairment of Long-Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment.

This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition.

These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors.

If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held-for-use.

For properties held-for-sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset.

These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings.

For additional information, see Note 3 — Real Estate Investments, Net.

Reportable Segments

The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows:

(i) OMFs and (ii) SHOPs.

For additional information, see Note 15 — Segment Reporting .

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and building improvements, 15 years for land improvements and fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

Construction in progress is not depreciated until the project has reached substantial completion.

The value of certain other intangibles such as certificates of need in certain jurisdictions are amortized over the expected period of benefit (generally the life of the related building).

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building.

If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

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

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2013.

If the Company continues to qualify for taxation as a REIT, it generally will not be subject to U.S.

federal corporate income tax to the extent it distributes all of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP) to its stockholders.

REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S.

federal, state and local income taxes at regular corporate rates beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years.

The Company had no REIT taxable income requiring distribution to its stockholders for each of the years ended December 31, 2024, 2023 and 2022.

Accordingly, no provision for U.S.

federal or state income taxes related to such REIT taxable income was recorded in the Company’s financial statements.

Even if the Company continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S.

federal income and excise taxes on its undistributed income.

Certain limitations are imposed on REITs with respect to the ownership and operation of seniors housing properties.

Generally, to qualify as a REIT, the Company cannot directly or indirectly operate seniors housing properties.

Instead, such facilities may be either leased to a third-party operator or leased to a TRS and operated by a third party on behalf of the TRS.

Accordingly, the Company has formed a TRS that is wholly-owned by the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third-party operators to operate the facilities on its behalf.

As of September 30, 2025, the Company owned 40 seniors housing properties which are leased and operated through its TRS.

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

A TRS is subject to U.S.

federal, state and local income taxes.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.

In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies (including modifying intercompany leases with the TRS) and recent financial operations.

In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax asset.

Deferred income taxes result from temporary differences between the carrying amounts of the TRS’s assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss carryforwards.

Significant components of the deferred tax assets and liabilities as of September 30, 2025 and December 31, 2024 consisted of deferred rent and net operating loss carryforwards.

Because of the TRS’s historical operating losses and the adverse economic impacts from increases in the rate of inflation in recent years 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 $ 11.7 million as of September 30, 2025.

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 loss.

As of December 31, 2024, the Company had a deferred tax asset of $ 10.5 million with a full valuation allowance.

Stock-Based Compensation

The Company recognizes share-based payments to employees and directors, including grants of restricted shares of common stock and restricted stock units (including performance-based awards), in general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss on a straight-line basis over the requisite service period based on the grant date fair value of the award.

Forfeitures of share-based awards are recognized as they occur.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07 , Segment Reporting — Improvements to Reportable Segment Disclosures, which requires incremental disclosures related to a public entity’s reportable segments.

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the Company’s CODM, and an explanation of how the Company’s CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

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

The Company has adopted both the annual and interim requirements under ASU 2023-07.

The Company has included financial statement disclosures in accordance with ASU 2023-07 within Note 1 5 — Segment Reporting in this report .

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

During the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively and disclosed a new rate reconciliation table and an income tax payment schedule.

The adoption did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Not yet adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.

The Company is evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

8 unchanged sentences

Reclassifications

To conform to the current year presentation, amounts related to “construction in progress” and “accounts receivable, net” for the comparative periods have been reclassified from “prepaid expenses and other assets” and presented separately on the Company’s consolidated balance sheets.

Certain prior period amounts within the Company’s consolidated statements of operations and comprehensive loss, and the notes thereto, have been reclassified to be consistent with the current period presentation.

Certain 2025 amounts have been reclassified from general and administrative to property operating and maintenance on the Company’s consolidated statements of operations and comprehensive loss to align with the current period presentation.

This reclassification did not affect the total assets, total liabilities, stockholder’s equity, net loss or earnings per share in any of the periods reported.

Note 3 — Real Estate Investments, Net

Property Acquisitions

The Company invests in healthcare-related facilities, primarily OMFs and SHOPs, which expand and diversify its portfolio and revenue base.

The Company owned 174 properties (including one land parcel and one SHOP held-for-sale) as of September 30, 2025.

No properties were acquired during the nine months ended September 30, 2025.

Certain 2025 amounts have been reclassified on the Company’s consolidated statements of cash flows to align with current period presentation.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Significant Concentrations

As of September 30, 2025 and 2024, the Company had one tenant (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10 % or greater of total annualized rental income for the portfolio on a straight-line basis.

The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2025 and 2024:

September 30,

March 31, 2026

Note 3 — Real Estate Investments, Net

Property Acquisitions

There were no property acquisitions during the three months ended March 31, 2026 and 2025.

In February 2026, the Company, through a joint venture with Discovery Senior Living, entered into a definitive purchase and sale agreement to purchase 13 senior living communities for approximately $ 64.0 million.

The Company expects to own approximately 98.5 % of the joint venture.

As part of this transaction, the Company holds a right of first refusal and purchase option on an additional 13 senior living communities managed by Discovery Senior Living.

Closing of the acquisition is subject to closing conditions and applicable regulatory approvals as specified in the purchase and sale agreement.

Concentration Risk

As of March 31, 2026, the Company had one tenant (including for this purpose, all affiliates of such tenant) in the OMF segment whose annualized rental income on a straight-line basis represented 10 % or greater of total annualized rental income for the segment on a straight-line basis.

As of March 31, 2025, the Company had no tenants in the OMF segment whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the segment on a straight-line basis.

Annualized rental income for the Company consists of:

(i) for the OMF segment, annualized March 31, 2026 rental income on a straight-line basis for the leases in place as of March 31, 2026, which includes tenant concessions such as free rent, as applicable, and (ii) for the SHOP segment, annualized gross revenue for the quarter ended March 31, 2026.

The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of total annualized rental income on a straight-line basis for all properties as of March 31, 2026 and 2025.

As of March 31,

State 2026 2025

Florida 22.7 % 22.1 %

Georgia 11.3 % 10.2 %

Pennsylvania 11.2 % 10.7 %

Georgia 10.8 % 11.1 %

Iowa 10.6 % 10.0 %

* Not greater than 10%.

Intangible Assets and Liabilities

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 and accretion of above- and below-market ground leases, net, for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Amortization of in-place leases and other intangible assets (1)

The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place lease intangible and other intangible assets, amortization and accretion of above- and below-market lease intangible assets and liabilities, net and the amortization and accretion of above- and below-market ground leases, net, for the periods presented (dollars in thousands):

Three months ended March 31,

Amortization of in-place lease intangible and other intangible assets (1)

$ 1,995 $ 2,515

Accretion of above- and below-market leases, net (2)

Accretion of above- and below-market lease intangibles, net (2)

( 170 ) ( 39 )

Amortization of above- and below-market ground leases, net (3)

$ 32 $ 40 $ 2,442 $ 136

(1) Reflected within depreciation and amortization expense.

1 unchanged sentence

(3) Reflected within property operating and maintenance expense.

The following table provides the projected amortization expense and adjustments to revenues for the next five years:

(In thousands) 2025 (remainder) 2026 2027 2028 2029

In-place lease assets $ 2,118 $ 7,298 $ 5,013 $ 3,704 $ 3,259

Other intangible assets 1 4 4 4 3

Total to be added to amortization expense $ 2,119 $ 7,302 $ 5,017 $ 3,708 $ 3,262

Above-market lease assets $ ( 65 ) $ ( 239 ) $ ( 176 ) $ ( 138 ) $ ( 73 )

Below-market lease liabilities 263 925 650 586 545

Total to be added to revenue from tenants

$ 198 $ 686 $ 474 $ 448 $ 472

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Three and Nine Months Ended September 30, 2025

The Company disposed of one held-for-sale SHOP during the three months ended September 30, 2025 for a contract sales price of $ 1.8 million.

This disposition resulted in a gain on sale of $ 0.1 million, which is included in the Company’s consolidated statements of operations and comprehensive loss for the three months ended September 30, 2025.

The Company disposed of 15 held-for-use OMFs and four SHOPs ( three held-for-use and one held-for-sale) during the nine months ended September 30, 2025 for an aggregate contract sales price of $ 191.6 million.

These dispositions resulted in an aggregate gain on sale of $ 28.3 million, which is presented in the Company’s consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025.

Three and Nine Months Ended September 30, 2024

The Company disposed of seven held-for-use OMFs, one held-for-use SHOP and one land parcel during the three months ended September 30, 2024 for an aggregate contract sales price of $ 79.3 million.

These dispositions resulted in an aggregate gain on sale of $ 1.6 million, which is presented in the Company’s consolidated statements of operations and comprehensive loss for the three months ended September 30, 2024.

The Company disposed of seven held-for-use OMFs, two held-for-use SHOPs and one land parcel during the nine months ended September 30, 2024 for an aggregate contract sales price of $ 82.6 million.

These dispositions resulted in an aggregate gain on sale of $ 1.4 million, which is presented in the Company’s consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024.

March 31, 2026

During the three months ended March 31, 2026, the Company did not dispose of any properties.

During the three months ended March 31, 2025, t he Company disposed of 12 held-for-use OMFs for an aggregate contract sales price of $ 168.4 million.

These dispositions resulted in an aggregate gain on sale of $ 25.0 million, which is presented in the Company’s consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 .

Assets Held-for-Sale

When assets are identified by management as held-for-sale, the Company reflects them separately on its balance sheet and stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets.

If the carrying amount of the assets classified as held-for-sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets.

For held-for-sale properties, the Company predominately uses the contract sales price as fair market value.

There was one SHOP classified as held-for-sale as of September 30, 2025.

There were no properties classified as held-for-sale as of December 31, 2024.

Assets Held-for-Use

When circumstances indicate the carrying value of a property classified as held-for-use may not be recoverable, the Company reviews the property for impairment.

For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities.

If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period.

The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows.

As these factors are difficult to predict and 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 or 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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

There were no properties classified as held-for-sale as of March 31, 2026 or December 31, 2025.

Impairment Charges

The following table presents impairment charges by segment recorded during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

$ 5,142 $ 8,829 $ 7,031 $ 11,238

1,499 — 26,721 260

The following table presents impairment charges by segment recorded during the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three months ended March 31,

Total impairment charges (1)

(1) No impairments were recorded during the three months ended March 31, 2026.

Amounts presented for the three months ended March 31, 2025 primarily relate to two held-for-use SHOPs and one held-for-use OMF.

These properties were impaired to their contractual sales price as determined by their purchase and sale agreements and were subsequently sold during 2025.

Note 4 — Leases

Lessor Accounting

The following table summarizes the Company’s lease income (dollars in thousands).

Rental income from the OMF operating leases consists of fixed and variable lease payments.

The variable payments primarily represent reimbursements of various property-level operating and maintenance expenses that the Company pays on behalf of its tenants.

Substantially all of the resident fees and services earned from the SHOP segment represent fixed income from operating leases and have not been included in the table below.

Three months ended March 31,

Fixed income from operating leases

$ 23,138 $ 25,034

(1) Amounts presented for the nine months ended September 30, 2025 primarily relate to held-for-use properties.

These properties were impaired to their contractual sales price as determined by their purchase and sale agreements or estimated fair value and were subsequently sold or expected to be sold.

Note 4 — Mortgage Notes Payable, Net

The following table reflects the Company’s mortgage notes payable as of September 30, 2025 and December 31, 2024:

Outstanding Loan Amount as of Effective Interest Rate (1) as of

Portfolio Encumbered Properties September 30,

2025 December 31, 2024 September 30,

2025 December 31, 2024 Interest Rate Maturity Formerly known as:

(In thousands) (In thousands)

Secured Term Loan 1 due 2028 (4)

15 85,771 116,037 4.60 % 4.60 % Fixed May 2028 Multi-Property CMBS Loan

Secured Term Loan 2 due 2026 (2)(4)

38 330,248 363,957 3.76 % 3.63 % Fixed Dec.

2026 Capital One OMF Loan

Secured Term Loan 3 due 2031

7 33,066 37,472 2.93 % 2.93 % Fixed Dec.

2031 BMO CMBS Loan

Secured Term Loan 4 due 2033

56 219,500 234,173 6.54 % 6.54 % Fixed June 2033 Barclays OMF Loan

Single Property Mortgage 1 due 2047

1 $ 6,335 $ 6,471 4.04 % 4.04 % Fixed May 2047 Fox Ridge Bryant

Single Property Mortgage 2 due 2049

1 14,519 14,833 2.99 % 2.99 % Fixed May 2049 Fox Ridge Chenal

Single Property Mortgage 3 due 2049

1 9,009 9,204 2.99 % 2.99 % Fixed May 2049 Fox Ridge North Little Rock

Multi Property Mortgage 1 due 2034

4 $ 7,500 $ 7,500 6.94 % 6.94 % Fixed March 2034 BMO CPC Mortgage

Variable income from operating leases

During three months ended March 31, 2026 and 2025, the Company recorded reductions in revenue of $ 0.7 million and $ 0.2 million, respectively, related to uncollectible accounts.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Note 5 — Mortgage Notes Payable and Other Debt

The following table reflects the Company’s mortgage notes payable and other debt as of March 31, 2026 and December 31, 2025 (dollars in thousands):

Encumbered properties at March 31, 2026 Outstanding balance as of Effective interest rate as of

2026 December 31, 2025 March 31,

2026 December 31, 2025 Interest rate Maturity

Secured Term Loan 1 due 2028 15 $ 85,771 $ 85,771 4.60 % 4.60 % Fixed May 2028

Secured Term Loan 3 due 2031 7 33,066 33,066 2.93 % 2.93 % Fixed Dec 2031

Secured Term Loan 4 due 2033 56 219,500 219,500 6.54 % 6.54 % Fixed Jun 2033

Single Property Mortgage 1 due 2047 1 6,242 6,289 4.04 % 4.04 % Fixed May 2047

Single Property Mortgage 2 due 2049 1 14,305 14,412 2.99 % 2.99 % Fixed May 2049

Single Property Mortgage 3 due 2049 1 8,876 8,942 2.99 % 2.99 % Fixed May 2049

Multi Property Mortgage 1 due 2034 4 7,500 7,500 6.94 % 6.94 % Fixed Mar 2034

Gross mortgage notes payable (1)

Deferred financing costs, net of accumulated amortization (3)

85 375,260 375,480 5.53 % 5.52 %

Deferred financing costs, net ( 6,462 ) ( 6,753 )

Mortgage premiums and discounts, net ( 1,075 ) ( 1,098 )

Mortgage notes payable, net $ 367,723 $ 367,629

Secured Fannie Mae Loan 1 due 2026 11 $ 198,981 $ 199,866 6.28 % 6.63 % Variable Nov 2026

Secured Fannie Mae Loan 2 due 2026 10 134,315 134,873 6.33 % 6.68 % Variable Nov 2026

Total Secured Fannie Mae Loan (1)(2)

21 $ 333,296 $ 334,739 6.30 % 6.65 %

(1) Calculated on a weighted average basis over 365 days for all mortgages outstanding as of September 30, 2025 and December 31, 2024.

(2) Variable rate loan, based on daily SOFR (as defined below) as of September 30, 2025 and December 31, 2024, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements.

The Company allocated $ 330.2 million and $ 378.5 million of its “pay-fixed” interest rate swaps to this mortgage consistently as of September 30, 2025 and December 31, 2024, respectively.

In December 2024, the Company proactively executed an amendment to the hedged notional amount to match the expected prospective loan balance of $ 364.0 million.

This amendment became effective in January 2025.

(3) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing.

These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method.

Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity.

Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close or result in a definitive agreement.

(4) 2025 amounts include debt paydowns related to dispositions of $ 33.7 million on the Capital One OMF Loan, $ 30.6 million on the Multi-Property CMBS Loan and $ 14.7 million on the Barclays OMF Loan.

Term Loan due 2028 (3)

— $ 150,000 $ 150,000 5.68 % 5.51 % Variable Dec 2028

Deferred financing costs, net ( 1,461 ) ( 1,595 )

Unsecured term loan, net $ 148,539 $ 148,405

Unsecured revolving credit facility 59 $ 186,000 $ 186,000 5.68 % 5.94 % Variable Dec 2028

_____________

(1) For total gross mortgage notes payable and total Secured Fannie Mae Loan as of March 31, 2026 and December 31, 2025, effective interest rate is calculated on a weighted average basis.

(2) The Secured Fannie Mae Loans have interest rate caps that limit one-month SOFR (as defined below) at 3.50 %.

(3) The Term Loan due 2028 has interest rate swaps that convert variable interest rates to fixed interest rates.

Mortgage Notes Payable

As of March 31, 2026, the Company had pledged $ 683.7 million in total real estate investments, at cost, as collateral for its $ 375.3 million of gross mortgage notes payable.

The collateralized real estate investments are not available to satisfy other debts and obligations unless first satisfying the mor tgage notes payable secured by these properties.

The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants, including debt service coverage ratios.

Notably, the Secured Term Loan 4 due 2033 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.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

As of September 30, 2025, the Company had pledged $ 1.2 billion in total real estate investments, at cost, as collateral for its $ 705.9 million of gross mortgage notes payable.

This real estate is not available to satisfy other debts and obligations unless first satisfying the mor tgage notes payable secured by these properties.

The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants, including debt service coverage ratios.

Notably, the Barclays OMF 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.

As of September 30, 2025, the Company was in compliance with these financial covenants.

See Note 5 — -Future Principal Payments for a schedule of principal payment requirements of the Company’s mortgage notes and other secured debt.

Note 5 — Fannie Mae and Other Secured Debt

The Company had the following Fannie Mae and other secured debt outstanding as of September 30, 2025 and December 31, 2024:

Outstanding Facility

Amount as of Effective Interest Rate (2) (3)

Fannie Mae Secured Debt

Encumbered Properties (1)

September 30,

2025 December 31, 2024 September 30,

2025 December 31, 2024 Interest Rate Maturity Formerly known as:

(In thousands) (In thousands)

Secured Fannie Mae Loan 1 due 2026

11 $ 200,751 $ 203,405 6.98 % 7.29 % Variable Nov.

2026 Capital One Facility

Secured Fannie Mae Loan 2 due 2026

10 135,430 137,103 7.03 % 7.34 % Variable Nov.

2026 KeyBank Facility

Total Fannie Mae Secured Debt

21 $ 336,181 $ 340,508 7.00 % 7.31 %

OMF Warehouse Facility (4)

— — 21,708 — % 7.66 % Variable Dec.

Total Fannie Mae and Other Secured Debt

21 $ 336,181 $ 362,216 7.00 % 7.33 %

(1) Encumbered properties are as of September 30, 2025.

(2) Calculated on a weighted average basis over 365 days for all outstanding amount as of September 30, 2025 and December 31, 2024, respectively.

(3) The Company has six active non-designated interest rate cap agreements with an aggregate notional amount of $ 342.8 million which limited one-month 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 in the consolidated statements of operations and comprehensive loss ( see Note 7 — Derivatives and Hedging Activities for additional details).

Inclusive of the impact of these non-designated derivatives, the economic interest rates on the Fannie Mae and other secured debt were 6.00 % and 5.99 %, as of September 30, 2025 and December 31, 2024, respectively.

(4) The Company repaid in full and terminated the OMF Warehouse Facility in April 2025.

As of September 30, 2025, the Company had pledged $ 625.0 million in total real estate investments, at cost as collateral under its Fannie Mae and other secured debt.

All of the real estate assets pledged to secure borrowings under the Company’s Fannie Mae and other secured debt 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 pledged collateral.

Unencumbered real estate investments, at cost as of September 30, 2025 were $ 418.9 million, although there can be no assurance as to the amount of liquidity the Company would be able to generate from using these une ncumbered assets as collateral for future mortgage loans, future advances under the Fannie Mae and other secured debt or other future financings.

March 31, 2026

Fannie Mae Secured Debt

1 unchanged sentence

Advances made under these agreements were assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Company may request future advances under the Fannie Mae Secured Debt by adding eligible properties to the collateral pool subject to customary conditions, including satisfaction of minim um debt service coverage and maximum loan-to-value tests.

1 unchanged sentence

The Fannie Mae Secured Debt matures on November 1, 2026.

Through September 30, 2025, the Company had provided cash deposits totaling $ 12.1 million to Fannie Mae because the debt service coverage ratios of the underlying properties of each facility were below the minimum required amounts per the debt agreements.

We currently expect to refinance the Fannie Mae Secured Debt on or before the maturity date.

Through March 31, 2026, the Company had provided cash deposits totaling $ 15.4 million to Fannie Mae because the debt service coverage ratios of the underlying properties of each facility were below the minimum required amounts per the debt agreements.

These deposits are recorded as restricted cash on the Company’s consolidated balance sheets and are pledged as additional collateral for the Fannie Mae Secured Debt.

These deposits will be refunded upon 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 Secured Debt.

OMF Warehouse Facility

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

In April 2025, the Company repaid in full and terminated the facility .

Non-Designated Interest Rate Caps

As of September 30, 2025 the Company had six non-designated interest rate cap agreements with an aggregate notional amount of $ 342.8 million which caps SOFR at 3.50 % with terms through November 2026.

The Company does not apply hedge accounting to these non-designated interest cap 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 comprehensive loss.

See Note 7 — Derivatives and Hedging Activities for additional information regarding the Company’s derivatives.

In connection with the Fannie Mae Secured Debt, the Company was required to enter into interest rate cap agreements which the Company periodically renews upon their expiration.

In April 2025, the Company terminated two interest rate caps with a notional of $ 21.7 million related to the OMF Warehouse Facility upon the facility’s full repayment.

In June 2025, the Company purchased three interest rate caps with a notional of $ 133.8 million for $ 1.1 million that limit one-month SOFR to 3.50 % and mature in November 2026 related to the Fannie Mae Secured Debt.

These interest rate caps were purchased in advance of interest rate caps set to expire.

Future Principal Payments

The following table summarizes the scheduled aggregate principal payments for the five years subsequent to September 30, 2025 and thereafter, on all of the Company’s outstanding mortgage notes payable and other secured debt:

Future Principal Payments

(In thousands) Mortgage Notes Payable Fannie Mae Secured Debt

2025 (remainder) $ 219 $ 1,442 $ 1,661

These deposits will be refunded upon the earlier of the Company’s achievement of a debt service coverage ratio above the minimum required amount of 1.40 or the maturity or prepayment of the Fannie Mae Secured Debt.

As of March 31, 2026, the Company had pledged $ 617.0 million in total real estate investments, at cost as collateral under its Fannie Mae Secured Debt.

All of the real estate assets pledged to secure borrowings under the Company’s Fannie Mae Secured Debt 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 pledged collateral.

Unsecured Credit Facilities

On December 11, 2025, the Company, as guarantor, the OP, as borrower, and certain indirect subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto.

The Credit Agreement provides for (i) a $ 400 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $ 150 million senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”).

The Credit Agreement also provides that, subject to customary conditions, including obtaining lender commitments and compliance with its financial maintenance covenants under the Credit Agreement, the OP may seek to increase the lending commitments under the Credit Agreement by up to $ 450 million of the Revolving Facility and/or the Term Loan.

The Revolving Facility and the Term Loan have a maturity date of December 11, 2028, which, in each case, may be extended for two one-year periods subject to customary conditions under the Credit Agreement.

The OP may elect at any time and from time to time to prepay all or any portion of the loans under the Credit Facilities prior to maturity without premium or penalty, subject to payment of usual and customary breakage costs.

The interest rates applicable to loans under the Credit Facilities are, at the OP’s option, equal to either a base rate plus a margin ranging from 0.55 % to 1.10 % per annum or Daily Simple SOFR or Term SOFR plus a margin ranging from 1.55 % to 2.10 % per annum, in each case based on the Company’s consolidated leverage ratio.

In addition, with respect to the Revolving Facility, the OP will pay, if the unused amount is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the unused amount is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused commitments under the Revolving Facility.

The Credit Facilities are guaranteed, jointly and severally, by the Company and certain indirect subsidiaries of the Company.

The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company, the OP and certain indirect subsidiaries of the Company to incur indebtedness, grant liens on their assets, make certain types of investments, engage in acquisitions, mergers or consolidations, sell assets, enter into certain transactions with affiliates and pay dividends or make distributions.

The Credit Agreement also requires the Company to comply with consolidated financial maintenance covenants to be tested quarterly, including a minimum fixed charge coverage

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

ratio, maximum leverage ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unencumbered leverage ratio, minimum unsecured interest coverage ratio and minimum liquidity requirement.

The Credit Agreement also contains customary events of default, including the failure to make timely payments under the Credit Facilities, any event or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.

The occurrence of an event of default under the Credit Agreement may result in all loans and other obligations becoming immediately due and payable and the Credit Facilities being terminated and allow the lenders to exercise all rights and remedies available to them.

As of March 31, 2026 , the Company had $ 869.1 million in total real estate investments, at cost as the borrowing base under the Credit Facilities.

All of the real estate assets added to the borrowing base under the Credit 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 the property is satisfied or the property is removed from the pledged collateral.

Debt Maturities

As of March 31, 2026, the Company’s indebtedness had the following maturities (dollars in thousands):

Mortgage notes payable Fannie Mae Secured Debt Term Loan Revolving Facility Total

2026 $ 672 $ 333,296 $ — $ — $ 333,968

2 unchanged sentences

2029 982 — — — 982

2030 1,013 — — — 1,013

Thereafter 284,949 — — — 284,949

Total $ 375,260 $ 333,296 $ 150,000 $ 186,000 $ 1,044,556

The Company’s existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of its operating and administrative expenses, debt service obligations (including principal repayment) and distributions to holders of its Series A Preferred Stock and Series B Preferred Stock.

The Company closely monitors its current and anticipated liquidity position relative to its current and anticipated demands for cash and believes that it has sufficient current liquidity to meet its financial obligations for at least the next 12 months.

The Company expects to fund its future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by its operating activities and property dispositions, future takedowns under the Revolving Facility and potential new financings utilizing certain of its unencumbered properties.

Note 6 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings.

The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements.

The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships.

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

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Company expects to fund its future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by its operating activities, net cash provided by its property dispositions and potential new financings utilizing certain of its currently unencumbered properties.

Note 6 — Fair Value of Financial Instruments

March 31, 2026

Cash Flow Hedges of Interest Rate Risk

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.

These derivatives are used to hedge the variable cash flows associated with variable rate debt.

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

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

The Company estimates that during the 12 month period from April 1, 2026 through March 31, 2027 , $ 4.8 million of unrealized gain will be reclassified from accumulated other comprehensive income into earnings as a decrease to interest expense.

The following table summarizes the Company’s interest rate swaps, designated as cash flow hedges for interest rate risk (dollars in thousands):

Number of instruments Notional amount Index Pay rate Effective date Maturity date Fair value

As of March 31, 2026

Interest rate “pay-fixed” swap (1)

10 $ 150,000 USD-SOFR with -5 Day Lookback 3.34 % 12/11/2025 12/11/2028 $ 759

As of December 31, 2025

Interest rate “pay-fixed” swaps (2)

10 $ 150,000 USD-SOFR with -5 Day Lookback 3.34 % 12/11/2025 12/11/2028 $ ( 188 )

(1) Recorded at fair value in “Derivative assets, at fair value” on the consolidated balance sheets.

(2) Recorded at fair value in “Derivative liabilities, at fair value” on the consolidated balance sheets.

The table below details the location in the financial statements of the gain (loss) recognized on interest rate derivatives designated as cash flow hedges for the periods presented (dollars in thousands):

Three months ended March 31,

Gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives $ 1,070 $ ( 1,200 )

Gain reclassified from accumulated other comprehensive income into income as interest expense $ 1,598 $ 3,794

Total interest expense presented in the consolidated statements of operations and comprehensive loss $ ( 14,671 ) $ ( 14,529 )

Non-Designated Derivatives

The Company had the following interest rate derivatives that were not designated as hedges in qualifying hedging relationships as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Number of instruments Notional amount Fair value Number of instruments

Notional amount

Interest rate caps (1)

7 $ 394,098 $ 636 6 $ 337,999 $ 569

(1) Recorded at fair value in “Derivative assets, at fair value” on the consolidated balance sheets.

Fair and notional values may include contracts acquired but not yet effective as of the dates presented.

All of the Company’s interest rate cap agreements

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

limited one-month Secured Overnight Financing Rate (“SOFR”) to 3.50 % with terms through November 2026.

The actual one-month SOFR rates during the three months ended March 31, 2026 exceeded the strike price rate of 3.50 % and the Company received payments under these agreements.

While the Company does not apply hedge accounting for these interest rate caps, they are economically hedging the Fannie Mae Secured Debt.

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 loss.

During the three months ended March 31, 2026, the Company paid $ 0.2 million for an interest rate cap related to the Fannie Mae Secured Debt with a notional amount of $ 56 million to replace an existing cap set to expire on April 1, 2026.

Credit-risk-related Contingent Features

The Company has agreements in place with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

Note 7 — Stockholders’ Equity

As of March 31, 2026 and December 31, 2025, the Company had 28.4 million and 28.4 million shares of common stock issued and outstanding, respectively.

Except for net shares of restricted stock awarded under the Company’s 2025 Omnibus Incentive Compensation Plan (the “Equity Incentive Plan”), no shares of common stock were issued during the three months ended March 31, 2026.

Preferred Stock

The Company is authorized to issue up to 50.0 million shares of preferred stock of which 4.6 million shares and 3.5 million shares are authorized and classified as Series A Preferred Stock and Series B Preferred Stock, respectively.

During the three months ended March 31, 2026, the Company did not exercise any share repurchases of its Series A Preferred Stock or Series B Preferred Stock pursuant to the stock repurchase plan authorized on May 2, 2025.

Note 8 — Accumulated Other Comprehensive Income

The following table illustrates the changes in accumulated other comprehensive income as of and for the period presented (dollars in thousand):

Unrealized Gain on Designated Derivative

Balance, December 31, 2025

Gain recognized in accumulated other comprehensive income on interest rate derivatives 1,070

Gain reclassified from accumulated other comprehensive income ( 1,598 )

Balance, March 31, 2026

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Note 9 — Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value.

11 unchanged sentences

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of September 30, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives.

However, as of March 31, 2026, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The following table presents information about the Company’s assets and liabilities measured at fair value as of September 30, 2025 and December 31, 2024, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands) Quoted Prices in Active Markets

Level 1 Significant

Other Observable Inputs

March 31, 2026

The following table presents information about the Company’s financial instruments measured at fair value as of March 31, 2026 and December 31, 2025, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands).

Quoted Prices in Active Markets

Level 1 Significant Other Observable Inputs

Level 2 Significant Unobservable Inputs

Level 3 Total

September 30, 2025

March 31, 2026

Derivative assets, at fair value (non-designated) $ — $ 636 $ — $ 636

3 unchanged sentences

Derivative assets, at fair value (non-designated) $ — $ 569 $ — $ 569

Derivative assets, at fair value (designated) — 16,652 — 16,652

Derivative liabilities, at fair value (designated) — ( 188 ) — ( 188 )

Total $ — $ 381 $ — $ 381

4 unchanged sentences

Real Estate Investments - Held-for-Use

The Company has impaired real estate investments held-for-use, which were carried at fair value on a non-recurring basis on the consolidated balance sheets as of September 30, 2025 and December 31, 2024.

See Note 3 — Real Estate Investments, Net - Assets Held-for-Use and Impairment Charges for additional details.

The Company may impair real estate investments held-for-use, resulting in a fair value measurement arrived at using either Level 2 or Level 3 inputs.

Real Estate Investments - Held-for-Sale

Real estate investments held-for-sale are carried at net realizable value on a non-recurring basis and are generally classified in Level 3 of the fair value hierarchy .

The Company classified one property as held-for-sale as of September 30, 2025 and none as of December 31, 2024.

Real estate investments held-for-sale are carried at fair value less cost costs to sell and are generally measured using Level 2 inputs .

Financial Instruments Not Measured at Fair Va lue

1 unchanged sentence

The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature.

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

September 30, 2025 December 31, 2024

(In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value

Gross mortgage notes payable and mortgage premium and discounts, net

3 $ 704,830 $ 691,087 $ 788,464 $ 747,542

Other secured debt

3 336,181 336,752 362,216 362,974

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are as follows (dollars in thousands):

March 31, 2026 December 31, 2025

Level Carrying amount Fair value Carrying amount

Gross mortgage notes payable and mortgage premium and discounts 3 $ 374,185 $ 358,329 $ 374,382 $ 362,947

Fannie Mae Secured Debt 3 333,296 333,949 334,739 335,158

Unsecured term loan 3 150,000 148,581 150,000 148,496

Unsecured revolving credit facility 3 186,000 184,240 186,000 184,135

Total debt 3 $ 1,043,481 $ 1,025,099 $ 1,045,121 $ 1,030,736

The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Company’s experience with similar types of borrowing arrangements, excluding the value of derivatives.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Note 7 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements.

The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

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

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 September 30, 2025 and December 31, 2024:

(In thousands) Balance Sheet Location September 30,

2025 December 31, 2024

Derivatives designated as hedging instruments:

Interest rate “pay-fixed” swaps Derivative assets, at fair value $ 7,572 $ 16,652

Derivatives not designated as hedging instruments:

Interest rate caps Derivative assets, at fair value $ 843 $ 2,554

Cash Flow Hedges of Interest Rate Risk

As of September 30, 2025 and December 31, 2024, the Company had one derivative with a notional value of $ 330.2 million and $ 378.5 million, respectively, designated as a cash flow hedges of interest rate risk.

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.

This derivative was used to hedge the variable cash flows associated with variable-rate debt.

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

Amounts reported in accumulated other comprehensive loss 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 October 1, 2025 through September 30, 2026 , the Company estimates that $ 6.5 million will be reclassified from other comprehensive income as a decrease to interest expense.

During the nine months ended September 30, 2025, the Company received $ 1.5 million in connection with the partial unwind of a derivative.

In conjunction with the partial unwind, the Company accelerated the reclassification of gains of $ 1.5 million from other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur.

This gain was recorded as a reduction in interest expense in its consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025.

The table below details the location in the financial statements of the gain (loss) recognized on interest rate derivatives designated as cash flow hedges for the periods presented:

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives

$ 427 $ ( 6,588 ) $ ( 714 ) $ 2,732

Amount of gain reclassified from accumulated other comprehensive income into income as interest expense $ 2,308 $ 3,579 $ 8,366 $ 11,895

Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss $ ( 15,060 ) $ ( 18,007 ) $ ( 45,425 ) $ ( 52,142 )

Non-Designated Derivatives

These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments.

Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net income and recorded in gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

The Company had the following outstanding interest rate derivatives with current effective notional amounts that were not designated as hedges in qualified hedging relationships as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

Interest Rate Derivatives Number of Instruments Notional Amount (1)

Number of Instruments Notional Amount (1)

(In thousands) (In thousands)

Interest rate caps (2)

6 $ 342,780 8 $ 369,218

(1) Notional amount represents the currently active interest rate cap contracts.

(2) All of the Company’s interest rate cap agreements limited one-month SOFR to 3.50 % with terms through November 2026.

The actual one-month SOFR rates during the three months ended September 30, 2025 exceeded the strike price rate of 3.50 % and the Company received 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 limit the Company’s exposure to interest rate movements for economic purposes, however, the Company has not elected to apply hedge accounting.

Beginning in the year ended December 31, 2022, SOFR 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 Fannie Mae and other secured debt.

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 loss and are presented within gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives (both designated and non-designated) as of September 30, 2025 and December 31, 2024.

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

(In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount

September 30, 2025 $ 8,415 $ — $ — $ 8,415 $ — $ — $ 8,415

December 31, 2024 $ 19,206 $ — $ — $ 19,206 $ — $ — $ 19,206

Credit-risk-related Contingent Features

As of September 30, 2025, there were no derivatives in a net liability position.

The Company is not required to post any collateral related to these agreements and was not in breach of any agreement provisions.

Note 8 — Stockholders’ Equity

As of September 30, 2025 and December 31, 2024, the Company had 28,426,694 and 28,296,439 shares of common stock outstanding, respectively, including 119,229 shares of unvested restricted stock outstanding as of September 30, 2025, shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases and shares issued as stock dividends from October 2020 and through January 2024.

From October 2020 and through January 2024, the Company issued an aggregate of 5.2 million shares (as adjusted to reflect the Reverse Stock Split) in respect to the stock dividends.

Except for restricted shares awarded under the Plan (as defined below), no shares of common stock were issued during the three and nine months ended September 30, 2025, and, except for shares issued as stock dividends in January 2024, no other additional shares of common stock were issued during the year ended December 31, 2024.

References made to weighted-average shares and per-share amounts in the consolidated statements of operations and comprehensive income or loss have been retroactively adjusted to reflect the cumulative increase in shares outstanding due to the stock dividends and are noted as such throughout the accompanying financial statements and notes.

In addition, on March 26, 2025, the Company published a new Estimated Per-Share NAV as of December 31, 2024, which was approved by the Board on March 26, 2025.

See Note 1 — Organization for additional information.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions paid in cash by the Company into shares of common stock.

The Company has the right to amend the DRIP or terminate the DRIP with ten days ’ notice to participants.

Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheets in the period distributions are declared.

During the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company did no t issue any shares of common stock pursuant to the DRIP.

Stockholder Rights Plan

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 in its discretion.

During the year ended December 31, 2023, The Company extended the expiration date of the stockholders rights plan from May 18, 2023 to May 18, 2026.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Preferred Stock and Preferred Units

The Company is authorized to issue up to 50,000,000 shares of preferred stock.

In connection with an underwritten offering in December 2019, the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock.

In September 2020, the Board authorized the classification of 600,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the preferred stock purchase agreement and registration rights agreement with B.

Riley Principal Capital, LLC and in May 2021, the Board authorized the classification of 2,530,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with an offering in May 2021.

Also, in connection with an underwritten offering in October 2021, the Company classified and designated 3,680,000 shares of its authorized preferred stock in October 2021 as authorized shares of its Series B Preferred Stock.

The Company also had 100,000 Series A Preferred Units outstanding as of September 30, 2025 and December 31, 2024, which were accounted for as a component of non-controlling interests.

See Note 13 — Non-controlling Interests for additional information.

Preferred Stock Repurchase Program

On May 2, 2025, the Board authorized a stock repurchase program for up to an aggregate amount of $ 50.0 million of the Series A Preferred Stock and Series B Preferred Stock.

During the three months ended September 30, 2025, the Company repurchased and retired 74,713 shares of Series A Preferred Stock at an average price of $ 16.10 and 97,670 shares of Series B Preferred Stock at an average price of $ 16.03 , inclusive of commissions.

During the nine months ended September 30, 2025, the Company repurchased and retired 131,629 shares of Series A Preferred Stock at an average price of $ 15.39 and 163,883 shares of Series B Preferred Stock at an average price of $ 15.14 , inclusive of commissions.

Any repurchased shares are treated as authorized and unissued shares of preferred stock without designation as to class or series in accordance with Maryland law and the terms of the Series A Preferred Stock and Series B Preferred Stock and shown as a reduction of stockholder’s equity at cost.

Distributions and Dividends

On August 13, 2020, the Board changed the Company’s common stock distribution policy to preserve the Company’s liquidity and maintain additional financial flexibility.

Under the policy, distributions authorized by the Board on the Company’s shares of common stock were issued on a quarterly basis in arrears in shares of the Company’s common stock valued at the Company’s Estimated Per Share NAV of common stock in effect on the applicable date.

The Company has not declared a quarterly stock dividend since January 2024, and does not intend to declare any further stock dividends in the future.

Note 9 — Related Party Transactions and Arrangements

Fees Incurred in Connection with the Operations of the Company Prior to the Internalization

Prior to September 2024, the former Advisor managed the Company’s day-to-day business and received compensation and fees for providing services to the Company pursuant to an advisory agreement.

Immediately following the Internalization, the Company and the former Advisor (now a wholly owned subsidiary of the Company following the Internalization) terminated the advisory agreement by mutual agreement.

The following describes certain expenses and fees that the Company was obligated to pay under the advisory agreement prior to its termination.

Asset Management Fees

Under the limited partnership agreement of the OP (as amended from time to time, the “LPA”) and the previous advisory agreement and until March 31, 2015, for its asset management services, the Company issued the former Advisor an asset management subordinated participation by causing the OP to issue to the former Advisor partnership units of the OP designated as “Class B Units” (“Class B Units”).

The Class B Units were intended to be profit interests and vest, and no longer are subject to forfeiture, at such time as:

(x) the value of the OP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0 % cumulative, pre-tax, non-compounded annual return thereon (the “Economic Hurdle”);

(y) any one of the following occurs:

(1) a listing;

(2) another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause;

and (z) the former Advisor is still providing advisory services to the Company (the “Performance Condition”).

Unvested Class B Units would be forfeited immediately if:

(a) the advisory agreement is terminated for any reason other than a termination without cause;

or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company’s independent directors without cause before the Economic Hurdle has been met.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Board previously approved the issuance of 359,250 Class B Units to the former Advisor in connection with this arrangement.

The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the Performance Condition to be probable.

As of September 30, 2025, the Company determined that achieving the Performance Condition was not yet considered probable for accounting purposes.

The Board determined in February 2018 that the Economic Hurdle had been satisfied, however, none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units.

Therefore, no expense has ever been recognized in connection with the Class B Units.

In connection with the Internalization, immediately prior to Closing, the former Advisor transferred 359,250 Class B Units to the former Advisor Parent.

The advisory agreement also required the Company to pay the former Advisor a base management fee.

The fixed portion of the base management fee was equal to $ 1.625 million per month, while the variable portion of the base management fee was equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity issued by the Company and its subsidiaries subsequent to February 17, 2017 per month.

In addition, the advisory agreement required the Company to pay the former Advisor certain variable management/incentive fee quarterly in arrears.

No incentive fee was incurred for the nine months ended September 30, 2024 .

Upon termination of the advisory agreement, the Company is no longer obligated to pay the base management fee or the variable management/incentive fee.

In connection with the Internalization, on the Closing Date, the former Advisor Parent received an asset management fee of $ 10.9 million, representing the aggregate base management fee that the Company would have been required to pay to the former Advisor during the six month notice period required to terminate the advisory agreement, inclusive of $ 5.5 million of base management fees that the Company would have been required to pay to the former Advisor during the remaining three month notice period following the Closing Date.

Professional Fees and Other Reimbursements

Prior to the termination of the advisory agreement, the Company reimbursed the former Advisor’s costs of providing administrative services including personnel costs.

During the three and nine months ended September 30, 2024 , t he Company incurred $ 2.7 million and $ 9.1 million , respectively, of reimbursement expenses from the former Advisor for providing administrative services.

These reimbursement expenses were included in general and administrative expense in the consolidated statements of operations and comprehensive loss.

The former Advisor was also reimbursed for services provided for which it incurred investment-related expenses or insourced expenses.

Property Management Fees

Until the Property Manager became the Company’s wholly-owned subsidiary as part of the Internalization, the Company paid the Property Manager a property management fee on a monthly basis, equal to 1.5 % of gross revenues from the Company’s stand-alone single-tenant net leased properties managed and 2.5 % of gross revenues from all other types of properties managed, plus market-based leasing commissions applicable to the geographic location of the property.

The Company also reimbursed the Property Manager for property level expenses incurred by the Property Manager.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Summary of Related Party Expenses and Payables

The following table details amounts incurred and payable in connection with the Company’s operations-related services described above as of and for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30, Payable (Prepayments) as of

2025 2024 2025 2024

(In thousands) Incurred Incurred Incurred

Incurred September 30,

2025 December 31, 2024

Non-recurring fees and reimbursements:

Acquisition cost reimbursements $ — $ — $ — $ 21 $ — $ —

Termination fees (1)

— 8,409 — 106,650 — 30,267

Ongoing fees and reimbursements:

Asset management fees — 5,458 — 16,374 — —

Professional fees and other reimbursements (2)

— 2,981 — 9,960

Property management fees (3)

— 1,069 — 3,561 — —

Total related party operation fees and reimbursements $ — $ 17,917 $ — $ 136,566 $ — $ 30,267

(1) Reflects the Promissory Note issued to the former Advisor Parent in connection with the Internalization, which was repaid in full in January 2025.

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

(3) The three months and nine ended September 30, 2024 includ e $ 0.1 million and $ 0.8 million, respectively, of leasing commissions which are capitalized and included in deferred costs, net on the Company’s consolidated balance sheets.

Internalization

For details regarding the terms of the Internalization, see Note 1 — Organization — Internalization.

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

Under the LPA, if the common stock of the Company is listed on a national securities exchange, an affiliate of the former Advisor Parent 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 (i) the market value of all issued and outstanding shares of common stock at the time of listing plus distributions since the Company’s initial public offering of common stock in 2013 exceeds (ii) the aggregate capital contributed by the original investors plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to the original investors in the Company’s initial public offering of common stock in 2013.

None of these distributions has been earned through the date of this Quarterly Report on Form 10-Q and no such distribution was incurred during the three and nine months ended September 30, 2025 or 2024.

The Company currently expects it is highly unlikely that the OP will be obligated to make such a subordinated incentive listing distribution.

Subordinated Participation in Net Sales Proceeds

Under the LPA, upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, an affiliate of the former Advisor Parent will be entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0 % of remaining net sale proceeds after return of capital contributions to the original investors in the Company’s initial public offering of common stock in 2013 plus payment to investors of a 6.0 % cumulative, pre-tax non-compounded annual return on the capital contributed by investors.

None of these distributions has been earned through the date of this Quarterly Report on Form 10-Q and no such participation in net sales proceeds became due and payable during the three and nine months ended September 30, 2025 or 2024.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Termination Fees

Under the LPA, upon termination or non-renewal of the advisory agreement with the former Advisor, with or without cause, an affiliate of the former Advisor Parent was entitled to receive a promissory note as evidence of its right to receive subordinated termination distributions from the OP equal to 15.0 % of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of common stock in 2013.

However, in accordance with the terms of the LPA, in connection with the Internalization and the Company’s termination of the advisory agreement, the affiliate of the former Advisor Parent deferred its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

None of these fees has been earned through the date of this Quarterly Report on Form 10-Q and no such fees became due and payable during the nine months ended September 30, 2025 or 2024.

The Company currently expects it is highly unlikely that the OP will be obligated to make such subordinated termination distributions.

Note 10 — Economic Dependency

Under various agreements, prior to the Internalization, the Company engaged the former Advisor, its affiliates and entities under common control with the former Advisor to provide certain services that were 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 was dependent upon the former Advisor and its affiliates prior to the Internalization.

Note 11 — Equity-Based Compensation

Stock-Based Compensation

On May 22, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Compensation Plan of National Healthcare Properties, Inc.

(the “Plan”).

The Plan provides for the granting of stock-based compensation to employees and directors, including restricted shares of common stock, restricted stock units (“RSUs”) and long-term incentive partnership units in the OP.

The maximum number of shares of common stock reserved for awards under the Plan is 1.9 million shares plus 6.5 % of any shares issued and sold by the Company in any private or public offering that occurs following the approval of the Plan through, and including, an initial public offering of the Company’s common stock pursuant to an effective registration statement filed with the SEC.

As of September 30, 2025, 1.7 million of the reserve shares are available for future equity rewards.

Under the Plan, the fair market value of restricted shares of common stock is expensed over the vesting period.

Time-based restricted shares granted to the Board, executive officers and employees, which vest based solely upon passage of time, generally vest on a graded schedule over a period of one to three years .

The fair value of time-based restricted shares is based on the Company’s most recently published NAV.

Performance-based RSUs granted to the executive officers and certain other employees may be earned and vest, if at all, at the end of a three-year performance period subject to continued employment through the performance period and the achievement of performance goals set forth in the related award agreements.

The number of shares that ultimately vest based on performance can be either 0 % or vary from 50 % to 200 % of target depending on the level of achievement of the performance criteria.

The fair value of performance-based RSUs is determined based on the Company’s most recently published NAV and management’s expectation of the amount of RSUs to be earned and vested at the end of the performance period.

The total grant date fair value of time-based restricted shares and performance-based RSUs granted during the nine months ended September 30, 2025 was $ 6.4 million, net of forfeitures.

No awards were granted during the three months ended September 30, 2025.

Upon vesting of restricted shares and RSUs, the participant is required to pay the related tax withholding obligation, as applicable.

The Company generally reduces the number of shares of common stock delivered to pay the employee tax withholding obligation.

The value of the shares withheld is dependent on the Company’s most recently published NAV.

The following table summarizes stock-based compensation activity for the nine months ended September 30, 2025 (units in thousands):

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Number of Restricted Shares or RSUs Weighted-Average Issue Price

Unvested, January 1, 2025

Vested ( 30 ) $ 32.15

Granted 202 $ 32.15

Forfeitures ( 3 ) $ 32.15

Unvested, September 30, 2025

Total stock-based compensation cost was $ 1.3 million and $ 1.9 million for the three and nine months September 30, 2025, respectively, which was recognized in general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

As of September 30, 2025 there was $ 6.1 million of future expenses related to unvested stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of 2.1 years.

Previous Restricted Share Plan

The Company previously adopted an employee and director incentive restricted share plan (the “RSP”), which provided the Company with the ability to grant awards of restricted shares of common stock (“restricted shares”).

The RSP expired in February 2023.

As of September 30, 2025, there were no unvested shares under the RSP and the Company did not have any remaining unrecognized compensation cost related to unvested restricted share awards granted under the RSP.

Compensation expense related to restricted shares was $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively.

Note 12 — Accumulated Other Comprehensive Income

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

(In thousands) Unrealized Gain on Designated Derivative

Balance, December 31, 2024

Amount of gain recognized in accumulated other comprehensive income on interest rate derivatives ( 714 )

Amount of gain reclassified from accumulated other comprehensive income ( 8,366 )

Balance, September 30, 2025

Accumulated other comprehensive income predominately relates to the unrealized gains (losses) on designated derivatives, however, as previously discussed in Note 7 — Derivatives and Hedging Activities , previously designated hedges were terminated and the termination costs are being amortized over the term of the hedged item.

The fair value of the Company’s indebtedness above is estimated using a discounted cash flow analysis, based on the Company’s experience with similar types of borrowing arrangements, excluding the value of associated derivatives.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Note 10 — Stock-Based Compensation

Total stock-based compensation expense was $ 0.6 million for the three months ended March 31, 2026, which was recognized in general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

As of March 31, 2026, there was $ 3.1 million of future expenses related to unvested stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of 1.6 years.

Stock-based compensation for 2025 was granted to the executive officers and certain other employees in May 2025.

As such, there was no stock-based compensation expense incurred during the three months ended March 31, 2025.

Note 11 — Non-controlling Interests

Non-controlling interests on the Company’s consolidated balance sheets is comprised of the following:

Non-controlling interests on the Company’s consolidated balance sheets is comprised of the following (dollars in thousands):

Balance as of

(In thousands) September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Series A Preferred Units held by third parties $ 2,578 $ 2,578

1 unchanged sentence

Total non-controlling interests in the OP $ 4,387 $ 4,461

Non-controlling Interests in property owning subsidiaries 815 775

Total Non-controlling interests $ 5,429 $ 5,565

Net loss attributable to non-controlling interests in the Company’s consolidated statements of operations and comprehensive loss are comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Net income attributable to non-controlling interests on the Company’s consolidated statements of operations and comprehensive loss are comprised of the following (dollars in thousands):

Three months ended March 31,

Income attributable to Series A Preferred Units held by third parties $ ( 46 ) $ ( 46 )

Loss attributable to Common OP Units held by third parties 18 7

Net loss attributable to non-controlling interests in the OP ( 24 ) 101 ( 18 ) 588

Income attributable to non-controlling interests in property-owning subsidiaries 3 ( 24 ) ( 26 ) ( 59 )

Net loss attributable to non-controlling interests $ ( 21 ) $ 77 $ ( 44 ) $ 529

Net income attributable to non-controlling interests in the OP $ ( 28 ) $ ( 39 )

Non-controlling Interests in the OP

For preferred and common shares issued by the Company, the Company typically issues mirror securities with substantially equivalent economic rights between the Company and the OP.

The securities held by the Company are eliminated in consolidation.

Series A Preferred Units

The Company is the sole general partner and holds substantially all of the Series A Preferred Units (except as discussed below).

All common and preferred units in the OP held by the Company are eliminated in consolidation.

In September 2021, the Company partially funded the purchase of an OMF from an unaffiliated third party by causing the OP to issue 100,000 Series A Preferred Units to the unaffiliated third party, with a face value of $ 25.00 per unit, which were recorded at issuance at a then fair value of $ 2.6 million, or $ 25.78 per unit, to the unaffiliated third party.

A holder of Series A Preferred Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s Series A Preferred Stock, which earn dividends at a rate equal to 7.375 % of its face value.

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 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 three and nine months ended September 30, 2025 and 2024, Series A Preferred Unit holders were paid $ 46,000 and $ 0.1 million, respectively.

Common OP Units

The Company is the sole general partner and holds substantially all of the Common OP Units.

In November 2014, the Company partially funded the purchase of an OMF from an unaffiliated third party by causing the OP to issue 405,908 Common OP Units, with a value of $ 10.1 million, or $ 25.00 per unit, to the unaffiliated third party.

During each of the three months ended March 31, 2026 and 2025, Series A Preferred Unit holders were paid $ 46 thousand in cash distributions.

Dur ing the three months ended March 31, 2026 and 2025 , no cash distributions were paid to Common OP Unit non-controlling interest holders .

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

A holder of Common OP Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s common stock in an amount retroactively adjusted to reflect the stock dividends, other stock dividends and other similar events.

After holding the Common OP Units for a period of one year , a holder of Common OP Units has the right to redeem Common OP Units for, at the option of the OP, the corresponding number of shares of the Company’s common stock, as retroactively adjusted for the stock dividends, other stock dividends and other similar events, or the cash equivalent.

Dur ing the nine months ended September 30, 2025 and 2024 , Common OP Unit non-controlling interest holders were no t paid any cash distribu tions.

Stock dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted.

The 405,998 Common OP Units outstanding as of September 30, 2025 would be redeemable for 124,161 shares of common stock, giving effect to adjustments for the impact of the stock dividends through January 2024 and the Reverse Stock Split.

Non-Controlling Interests in Property Owning Subsidiaries

The Company also has investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries’ property.

Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property.

The investor has no recourse to any other assets of the Company.

Due to the nature of the Company’s involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in these arrangements and therefore the entities related to these arrangements are consolidated within the Company’s financial statements.

A non-controlling interest is recorded for the investor’s ownership interest in the properties.

The following table summarizes the activity related to investment arrangements with the unaffiliated third parties:

Distributions

Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement Three Months Ended September 30,

Property Name

(Dollar amounts in thousands)

Investment Date September 30, 2025 September 30, 2025 September 30, 2025 December 31, 2024 2025 2024

Plaza Del Rio Outpatient Medical Campus Portfolio (1)

$ 815 4.6 % $ 13,127 $ 12,763 — —

(1) Of the six total properties in the Plaza Del Rio Outpatient Medical Campus Portfolio, three properties were encumbered under the Capital One OMF Loan and one property was encumbered under the Multi-Property CMBS Loan.

See Note 4 — Mortgage Notes Payable, Net and Note 5 — for additional information.

March 31, 2026

Note 12 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the periods presented and has been retroactively adjusted to reflect the stock dividends and the Reverse Stock Split (see Note 1 — Organization and Note 8 — Stockholders’ Equity for additional details):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net loss attributable to common stockholders (in thousands)

$ ( 15,881 ) $ ( 44,142 ) $ ( 45,087 ) $ ( 183,058 )

Basic and diluted weighted-average shares outstanding

28,296,919 28,291,594 28,296,600 28,283,017

Basic and diluted net loss per share

The following is a summary of the net loss per basic and diluted share computation for the periods presented (amounts in thousands, except per share data):

Three months ended March 31,

Net loss attributable to common stockholders $ ( 7,603 ) $ ( 5,019 )

Denominator for basic net loss attributable to common stockholders per share — weighted-average shares 28,336 28,296

Effect of dilutive securities:

Unvested restricted shares (1)

Common OP Units (2)

Class B Units (3)

Denominator for diluted net loss attributable to common stockholders per share — weighted-average shares 28,624 28,530

Basic and diluted net loss attributable to common stockholders per share (4)

$ ( 0.27 ) $ ( 0.18 )

(1) Weighted average number of unvested restricted shares outstanding for the periods presented.

Th ere were 116,654 and zero unvested restricted shares outstanding as of March 31, 2026 and 2025, respectively.

(2) Weighted average number of Common OP Units presented as shares outstanding for the periods presented, at the current redemption rate.

There were 405,998 Common OP Units outstanding as of March 31, 2026 and 2025.

(3) Weighted average number of Class B Units presented as shares outstanding for the periods presented, at the current redemption rate.

There were 359,250 Class B Units outstanding as of March 31, 2026 and 2025.

(4) Potential common stock equivalents are disregarded in diluted per share calculations when a net loss exists as the effect would be antidilutive.

In this case the diluted per share denominator is equal to the denominator for basic net loss per share.

Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive.

The Company considers unvested restricted shares, Common OP Units and Class B Units to be common share equivalents.

The Company considers unvested restricted shares, Common OP Units and Class B Units to be common stock equivalents.

Series A Preferred Units are non-participating.

Note 13 — Segment Reporting

As of March 31, 2026, the Company had two operating and reportable business segments:

SHOP and OMF.

The SHOP segment consists of direct investments in senior housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

The OMF segment primarily consists of facilities leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as senior housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

The CODM evaluates performance of the combined properties in each reportable business segment using net operating income (“NOI”), which is defined as total revenues from tenants, less property operating and maintenance expense.

The CODM 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

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive.

The amounts in the table below have been retroactively adjusted to reflect the stock dividends and the Reverse Stock Split (see Note 1 — Organization for additional details):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Unvested restricted shares (1)

18,143 — 5,014 —

Common OP Units (2)

124,161 124,161 124,161 124,161

Class B Units (3)

109,865 109,865 109,865 109,865

Total weighted average antidilutive common stock equivalents

252,169 234,026 239,040 234,026

(1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented.

Th ere were 200,422 and zero unvested restricted shares outstanding as of September 30, 2025 and 2024, respectively.

(2) Weighted average number of antidilutive Common OP Units presented as shares outstanding for the periods presented, at the current redemption rate reflecting adjustments for the effect of the stock dividends and the Reverse Stock Split (see Note 1 — Organization for additional details).

There were 405,998 Common OP Units outstanding as of September 30, 2025 and 2024.

The securities held by the Company are eliminated in consolidation.

(3) Weighted average number of antidilutive Class B Units presented as shares outstanding for the periods presented, at the current redemption rate reflecting adjustments for the effect of the stock dividends and the Reverse Stock Split (see Note 1 — Organization for additional details).

There were 359,250 Class B Units outstanding as of September 30, 2025 and 2024.

These Class B Units were unvested as of September 30, 2025 and 2024 (see Note 9 — Related Party Transactions and Arrangements for additional information).

Note 15 — Segment Reporting

The Company has two operating and reportable business segments:

OMFs and SHOPs.

The disclosures below for the three months ended September 30, 2025 and 2024 are presented for the Company’s two reportable business segments for management and internal financial reporting purposes.

The Company’s CODM is provided financial data on a periodic basis which includes net operating income (“NOI”) for each of the reportable business segments.

This serves as the profit or loss measure used by the CODM for performance assessment and resource allocation.

The Company’s CODM is its Chief Executive Officer.

The Company, through its CODM, evaluates performance and makes resource allocations based on its two business segments.

The OMF segment primarily consists of facilities leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as seniors housing properties, hospitals and inpatient rehabilitation facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

The SHOP segment consists of direct investments in seniors housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

Net Operating Income

The Company evaluates the performance of the combined properties in each segment using NOI, which is defined as total revenues from tenants, less property operating costs.

As such, this excludes all other items of expense and income included in the consolidated financial statements in calculating consolidated income (loss) before income taxes.

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 consolidated income (loss) before income taxes.

March 31, 2026

from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from consolidated income (loss) before income taxes.

NOI excludes certain components from consolidated income (loss) before income taxes in order to provide results that are more closely related to a property’s results of operations.

2 unchanged sentences

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

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The following table presents the operating financial information for the Company’s two business segments for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Revenue from tenants $ 29,022 $ 34,303 $ 88,908 $ 103,573

Property operating and maintenance 8,391 10,656 28,219 30,083

NOI $ 20,631 $ 23,647 $ 60,689 $ 73,490

Total assets by reportable business segment is not disclosed as the CODM does not review such information to evaluate business performance and allocate resources.

Reconciliation to Consolidated Financial Information

Summary information by reportable business segment is presented below (dollars in thousands):

Three months ended March 31, 2026

SHOP OMF Total

Revenue from tenants $ 57,631 $ 28,654 $ 86,285

Property operating and maintenance

Compensation related expenses (1)

26,485 — 26,485

Other property operating and maintenance (3)

Other segment expenses (2)

18,383 8,050 26,433

Property operating and maintenance 44,868 8,050 52,918

NOI $ 12,763 $ 20,604 33,367

(1) The CODM uses NOI to evaluate performance of the OMF segment as a large portion of the property-level operating expenses is recovered from tenants.

(2) Includes costs incurred for salaries, benefits and other labor related costs.

(3) Includes costs incurred for supplies, management fees, taxes, insurance and overhead.

Acquisition and transaction related ( 53 )

General and administrative ( 5,467 )

Depreciation and amortization ( 17,738 )

Loss on sale of real estate investments ( 2 )

Interest expense ( 14,671 )

Interest and other income, net 171

Gain on non-designated derivatives 189

Loss before income taxes ( 4,204 )

Income tax expense ( 77 )

Net loss ( 4,281 )

Net income attributable to non-controlling interests ( 28 )

Allocation for preferred stock ( 3,294 )

Net loss attributable to common stockholders $ ( 7,603 )

(1) For the SHOP segment, compensation related expenses include costs incurred for salaries, benefits and other labor related costs.

(2) For the SHOP segment, other segment expenses include costs incurred for supplies, management fees and overhead.

The expense details for the OMF segment provided to the CODM primarily consist of reimbursable expenses which are largely recoverable from tenants.

As such, the CODM focuses on monitoring NOI to evaluate performance as a significant portion of the property-level operating expenses is recovered from tenants.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Reconciliation to Consolidated Financial Information

A reconciliation of the total reportable segments’ NOI to consolidated net loss attributable to common stockholders is presented below:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Net loss attributable to common stockholders:

Net Operating Income:

OMFs $ 20,631 23,647 $ 60,689 73,490

SHOPs 11,550 8,886 31,232 26,009

March 31, 2026

Three months ended March 31, 2025

SHOP OMF Total

Revenue from tenants $ 55,808 $ 30,635 $ 86,443

Compensation related expenses (1)

27,003 — 27,003

Impairment charges ( 6,641 ) ( 8,829 ) ( 33,752 ) ( 11,498 )

Operating fees to related parties

Other segment expenses (2)

19,368 11,485 30,853

Termination fees to related parties

Property operating and maintenance (3)

46,371 11,485 57,856

NOI $ 9,437 $ 19,150 28,587

Impairment charges ( 11,899 )

Acquisition and transaction related ( 51 )

1 unchanged sentence

Depreciation and amortization ( 23,706 )

Gain (loss) on sale of real estate investment

626 1,579 28,267 1,354

Gain on sale of real estate investments 24,989

Interest expense ( 14,529 )

Interest and other income

294 548 512 1,077

Gain on extinguishment of debt

Gain on non-designated derivatives

( 77 ) ( 2,384 ) ( 46 ) 449

Interest and other expense, net ( 15 )

Loss on non-designated derivatives ( 1 )

Loss before income taxes ( 1,521 )

( 12,468 ) ( 40,769 ) ( 34,821 ) ( 173,102 )

Income tax expense (benefit)

( 66 ) — ( 60 ) ( 135 )

( 12,534 ) ( 40,769 ) ( 34,881 ) ( 173,237 )

Net loss (gain) attributable to non-controlling interests

( 21 ) 77 ( 44 ) 529

Preferred stock distributions

( 3,326 ) ( 3,450 ) ( 10,162 ) ( 10,350 )

Income tax benefit 6

Net loss ( 1,515 )

Net income attributable to non-controlling interests ( 54 )

Allocation for preferred stock ( 3,450 )

Net loss attributable to common stockholders $ ( 5,019 )

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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

(In thousands) September 30, 2025 December 31, 2024

Investments in real estate, net:

OMF Segment $ 834,441 $ 1,010,323

SHOP Segment 705,832 758,643

Total investments in real estate, net 1,540,273 1,768,966

Assets held-for-sale

Cash and cash equivalents 47,059 21,652

Restricted cash 55,477 52,443

Derivative assets, at fair value 8,415 19,206

Straight-line rent receivable, net 21,069 22,841

Operating lease right-of-use assets 7,280 7,480

Prepaid expenses and other assets 24,972 26,316

Deferred costs, net 18,055 21,269

Accounts receivable, net

Total assets $ 1,739,057 $ 1,946,023

(1) For the SHOP segment, compensation related expenses include costs incurred for salaries, benefits and other labor related costs.

(2) For the SHOP segment, other segment expenses include costs incurred for supplies, management fees and overhead.

The expense details for the OMF segment provided to the CODM primarily consist of reimbursable expenses which are largely recoverable from tenants.

As such, the CODM focuses on monitoring NOI to evaluate performance as a significant portion of the property-level operating expenses is recovered from tenants.

(3) Certain 2025 amounts have been reclassified from general and administrative to property operating and maintenance to align with the current period presentation.

Note 14 — Commitments and Contingencies

As of September 30, 2025, the Company had six operating and five direct financing lease agreements.

The six operating leases have durations, including assumed renewals, ranging from 17.1 years to 36.1 years, excluding an adjacent parking lot lease with a term of 1.0 year.

The Company did not enter into any additional ground leases during the nine months ended September 30, 2025.

As of September 30, 2025, the Company had ROU assets and liabilities of $ 7.3 million and $ 8.3 million, re spectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheets.

In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the lease guidance issued in 2019, as well as for new operating leases in the current period, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases.

Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.

The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 29.2 years and a weighted-average discount rate of 7.37 % as of September 30, 2025.

For each of the three months ended September 30, 2025 and 2024, the Company paid cash of $ 0.2 million for amounts included in the measurement of lease liabilities and recorded expense of $ 0.2 million on a straight-line basis in accordance with the current accounting guidance.

For each of the nine months ended September 30, 2025 and 2024, the Company paid cash of $ 0.6 million and recorded expense of $ 0.6 million The ground operating lease expense is recorded in property operating and maintenance expense in the Company’s consolidated statements of operations and comprehensive loss.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The following table reflects the base cash rental payments due from the Company for the next five years as of September 30, 2025:

Future Base Rent Payments

(In thousands) Operating Leases Direct Financing Leases (1)

2025 (remainder) $ 220 $ 20

Thereafter 19,044 5,845

Total minimum lease payments 22,101 6,193

amounts representing interest ( 13,835 ) ( 2,176 )

Total present value of minimum lease payments $ 8,266 $ 4,017

(1) The direct finance lease liability is included in accounts payable and accrued expenses on the balance sheet as of September 30, 2025.

The direct financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840.

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters.

As of September 30, 2025, there are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

As of March 31, 2026, there are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters.

As of September 30, 2025, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

As of March 31, 2026, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Note 15 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for those listed below:

Subsequent to September 30, 2025, the Company disposed of one SHOP in Georgia, for a contract sales price of $ 6.3 million.

As of September 30, 2025, the SHOP was classified as held-for-sale.

Subsequent to September 30, 2025, the Company entered into separate purchase and sale agreements to sell four properties consisting of two SHOPs and two OMFs for an aggregate contract sales price of $ 4.7 million.

The Company can provide no assurance that these dispositions will close on the expected timeline or at all.

In October 2025, the Company purchased two interest rate caps with a notional of $ 146.1 million for $ 0.4 million that limit one-month SOFR to 3.50 % and mature in November 2026 related to the Fannie Mae Secured Debt.

These interest rate caps were purchased in advance of interest rate caps set to expire.

On April 10, 2026, the Company entered into a definitive purchase and sale agreement to acquire a senior housing community in Oregon for approximately $ 26.5 million.

Closing of the acquisition is subject to closing conditions and applicable regulatory approvals as specified in the purchase and sale agreement.

On April 23, 2026, the Company completed the Offering for aggregate gross proceeds of approximately $ 531.3 million.

See Note 1 — Organization for more details.

On April 25, 2026, the Company used the net proceeds from the Offering to repay $ 186.0 million of outstanding indebtedness under its Revolving Facility.

On April 30, 2026, the Company awarded certain of its directors, executive officers and employees an aggregate of (i) 995,997 shares of common stock and long term-incentive units of the OP (“LTIP units”) as listing equity awards in connection with the Offering and (ii) 153,123 shares of common stock and LTIP units and 136,457 performance-based restricted stock units as part of the Company’s annual long-term incentive equity grants under the Equity Incentive Plan.

On May 4, 2026, the Company entered into a definitive purchase and sale agreement with an unaffiliated third party to sell a portfolio of 86 OMFs for approximately $ 528.2 million (before transaction expenses, property operating prorations and other adjustments), including approximately $ 278.0 million of secured debt to be defeased or assumed by the purchaser.

Closing of the sale is subject to completion by the purchaser of its due diligence, approval by the lenders of loan assumption and other customary closing conditions as specified in the purchase and sale agreement.

On May 13, 2026, the Company entered into a definitive purchase and sale agreement to acquire a senior housing community in Florida for approximately $ 35 million.

Closing of the acquisition is subject to closing conditions and applicable regulatory approvals as specified in the purchase and sale agreement.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

2 unchanged sentences

As used herein, the terms the “Company,” “we,” “our” and “us” refer to National Healthcare Properties, Inc., a Maryland corporation, including, as required by context, National Healthcare Properties Operating Partnership, LP (our “OP”), a Delaware limited partnership, and its subsidiaries.

Prior to consummation of the Internalization (as defined below), the Company was externally managed by Healthcare Trust Advisors, LLC (the “Advisor”), a Delaware limited liability company.

Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to those terms in “Part I — Financial Information” included in the notes to the consolidated financial statements and contained herein.

8 unchanged sentences

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements.

These risks and uncertainties include the risks associated with the internalization of our property management and advisory functions;

the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine, including related impact on us, our tenants, operators and the global economy and financial markets;

the increased economic and political uncertainties due to the tariffs imposed by, or imposed on, the United States and its trading relationships;

and that our ongoing or potential future transactions are subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all.

These risks and uncertainties include the risks associated with changes in economic cycles generally and in the real estate and healthcare markets specifically;

the success of our growth strategy, including our ability to successfully identify, complete and integrate new acquisitions;

our ability to complete acquisitions or dispositions on the terms and timing we expect, or at all;

changes to inflation and interest rates;

competition in the real estate and healthcare markets;

our ability to retain certain key personnel;

legislative and regulatory changes in the healthcare and real estate industries;

reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid;

discovery of previously undetected environmentally hazardous conditions;

our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;

system failures, cyber incidents or deficiencies in our cybersecurity systems;

the availability of capital on favorable terms, or at all;

our ability to remain qualified as a REIT and our OP’s ability to remain qualified as a partnership or a disregarded entity for U.S.

federal income tax purposes.

Some of the additional risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II — Other Information, Item IA — Risk Factors of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission.

We are a real estate investment trust (“REIT”) for U.S.

National Healthcare Properties, Inc.

is a real estate investment trust (“REIT”) for U.S.

federal income tax purposes.

We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on outpatient medical facilities (“OMFs”) and senior housing operating properties (“SHOPs”).

As of September 30, 2025, we owned 174 properties (including one land parcel and one property classified as held-for-sale) located in 30 states and comprised of 7.3 million rentable square feet.

Substantially all of our business is conducted through the OP and its wholly-owned subsidiaries.

Prior to consummation of the Internalization on September 27, 2024, our former Advisor managed our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”);

the former Advisor and Property Manager were under common control with AR Global Investments, LLC (the “Advisor Parent”) and these related parties received compensation and fees for providing services to us.

In connection with the Internalization, we internalized our advisory and property management functions with our own dedicated workforce;

the Property Manager became our wholly-owned subsidiary as a result of the Internalization (See Note 1 - Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q).

We operate in two reportable business segments for management and financial reporting purposes:

OMFs and SHOPs.

All of our properties across both business segments are located throughout the United States.

In our OMF operating segment, we own, manage and lease single- and multi-tenant OMFs where tenants are generally required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent.

Our Property Manager or third-party managers manage our OMFs.

In our SHOP segment, we invest in seniors housing properties through the REIT Investment Diversification and Empowerment Act of 2007 structure.

As of September 30, 2025, we had four eligible independent contractors operating 39 SHOPs.

We declared and issued quarterly dividends entirely in shares of our common stock from October 2020 through January 2024.

We do not intend to declare any further stock dividends in the future.

On March 26, 2025, we published a new Estimated Per-Share NAV equal to $32.15 as of December 31, 2024.

The Estimated Per-Share NAV has not been adjusted since publication and will not be adjusted until our board of directors (“Board”) determines a new Estimated Per-Share NAV.

We intend 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 and until we list our common stock.

Reverse Stock Split

Effective September 30, 2024, we effected a reverse stock split of our common stock (the “Reverse Stock Split”).

Upon the effectiveness of the Reverse Stock Split, every four shares of our issued and outstanding common stock automatically combined and reclassified into one issued and outstanding share of common stock.

All share and per share data in this Quarterly Report on Form 10-Q have been adjusted for all periods presented to reflect the Reverse Stock Split.

Significant Accounting Estimates and Critical Accounting Policies

For a discussion about our significant accounting estimates and critical accounting policies, see the “Significant Accounting Estimates and Critical Accounting Policies” section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.

Except for those required by new accounting pronouncements discussed below, there have been no material changes from these significant accounting estimates and critical accounting policies.

Recently Issued Accounting Pronouncements

See Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

The following table presents certain additional information about the properties we owned as of September 30, 2025:

Portfolio Number

of Properties Rentable

Square Feet Percentage Leased (1)

Weighted Average Remaining

Lease Term in Years (2)

We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on senior housing operating properties (“SHOP”) and outpatient medical facilities (“OMF”).

Substantially all of our business is conducted through the OP and our wholly-owned subsidiaries, which include certain taxable REIT subsidiaries (“TRSs”).

As of March 31, 2026 , we owned 168 properties (including one land parcel) located in 29 states, consisting of 37 senior housing communities, with 3,615 units, and 130 outpatient medical facilities, with approximately 3.7 million square feet of gross leasable area .

We operate two operating and reportable business segments:

SHOP and OMF.

In the SHOP segment, we invest in senior housing communities through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure.

Under RIDEA, a REIT may lease “qualified healthcare properties” on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.” As of March 31, 2026, we had three eligible independent contractors operating 37 senior housing communities.

In the OMF segment, we own, manage and lease single and multi-tenant OMFs where, in addition to base rent, tenants are required to pay their pro rata share of property operating expenses and certain capital expenditures, which may be subject to expense exclusions and floors.

As of March 31, 2026, we managed all OMFs directly, without the use of third party service providers.

On April 23, 2026, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission (the “SEC”) on Form S-11, as amended, we completed our public offering (the “Offering”) and issued an aggregate of 44,275,000 shares of Class A common stock, $0.01 par value per share (“Class A common stock”) (which included shares issued pursuant to the underwriters’ exercise of their overallotment option on April 28, 2026) for aggregate gross offering proceeds of approximately $531.3 million.

In connection with the Offering, our Class A common stock became listed on The Nasdaq Global Market under the symbol “NHP” and began trading on April 22, 2026.

Each share of Class A common stock will automatically convert into one share of our existing common stock, $0.01 par value per share, on October 19, 2026 and all shares of common stock will subsequently be listed and freely tradeable on The Nasdaq Global Market under the symbol “NHP.”

The following table presents certain additional information about the properties we owned as of March 31, 2026 (dollars in thousands):

of properties Gross leasable area (sq.

Available units Percentage leased (1)

Gross asset value (3)

(In thousands)

SHOP segment (4)

37 — 3,615 85.2% N/A $ 1,024,693

OMF segment 130 3,695,769 — 92.8% 5.4 1,169,240

SHOP Segment 41 (4) 3,538,285 84.9% (5) N/A 1,043,136

Total Portfolio 167 3,695,769 3,615 $ 2,193,933

(1) Percentage leased as of September 30, 2025.

(2) Weighted-average remaining lease term in years is calculated based on square feet as of September 30, 2025.

(3) Gross asset value represents total real estate investments, at cost ($2.2 billion total as of September 30, 2025) net of gross market lease intangible liabilities ($19.9 million total as of September 30, 2025).

(1) Percentage leased for the OMF and SHOP segments are presented as of the end of the period shown.

For the SHOP segment, weighted by unit count.

(2) WALTR means the average lease term remaining, weighted based on occupied square feet as of March 31, 2026.

(3) Gross asset value represents total real estate investments, at cost ($2.2 billion total as of March 31, 2026) net of gross market lease intangible liabilities ($19.6 million total as of March 31, 2026).

Cumulative impairment charges are reflected within gross asset value.

(4) Includes one parcel of land.

As of September 30, 2025, we had 3,730 rentable units in our SHOP segment.

The SHOP segment excludes one vacant SHOP property.

(5) Percentage leased for the OMF segment is presented as of the end of the period shown;

percentage leased for the SHOP segment represents occupancy as of the end of the period shown.

(4) For the SHOP segment, excludes one parcel of land with a total gross asset value of $0.6 million.

N/A — Not applicable

Significant Accounting Estimates and Critical Accounting Policies

For a discussion about our significant accounting estimates and critical accounting policies, see the “Critical Accounting Policies and Estimates” section of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 20, 2026.

Except for those required by new accounting pronouncements discussed below, there have been no material changes from these significant accounting estimates and critical accounting policies.

Recently Issued Accounting Pronouncements

See Note 2 — Summary of Significant Accounting Policies, Recently Issued Accounting Pronouncements of our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

Net loss attributable to common stockholders was $15.9 million and $44.1 million, respectively, for the three months ended September 30, 2025 and 2024.

The following table shows our results of operations for the three months ended September 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Three Months Ended September 30, Increase (Decrease)

(Dollars in thousands) 2025 2024 $

We, through our chief operating decision maker (“CODM”), evaluate 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 (each item discussed separately in “Other Results of Operations” below).

We use net operating income (“NOI”) to assess and compare property level performance and to make decisions concerning the operation of our properties.

We believe 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 consolidated loss before income taxes.

NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently.

We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) and net income (loss) attributable to common stockholders (each as determined in accordance with GAAP) as presented in our consolidated financial statements.

NOI should not be considered an alternative to net income (loss) and net income (loss) attributable to common stockholders (each as determined in accordance with GAAP) as an indication of our

performance or to cash flows as a measure of our liquidity.

A reconciliation of NOI to net income (loss) attributable to common stockholders can be found in Note 13 — Segment Reporting to our consolidated financial statements.

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table shows our results of operations for the three months ended March 31, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands) (1) :

Three months ended March 31, Increase (Decrease)

2026 2025 $ %

Revenue from tenants $ 86,285 $ 86,443 $ (158) (0.2) %

2 unchanged sentences

Impairment charges — 11,899 (11,899) (100.0)

Operating fees to related parties

— 6,391 (6,391)

Termination fees to related parties

— 8,409 (8,409)

Acquisition and transaction related 53 51 2 3.9

2 unchanged sentences

Total expenses 76,176 98,408 (22,232) (22.6)

Operating loss before loss on sale of real estate investments 1,749 (22,505) 24,254

Gain on sale of real estate investments

626 1,579 (953)

Operating income (loss)

2,375 (20,926) 23,301

Other expense:

Operating income (loss) before (loss) gain on sale of real estate investments 10,109 (11,965) 22,074 (184.5)

(Loss) gain on sale of real estate investments (2) 24,989 (24,991) (100.0)

Operating income 10,107 13,024 (2,917) (22.4)

Other income (expense):

Interest expense (14,671) (14,529) 142 1.0

Interest and other income

294 548 (254)

Gain on non-designated derivatives

(77) (2,384) 2,307

Total other expenses (14,843) (19,843) 5,000

Interest and other income (expense), net 171 (15) 186 n/m

Gain (loss) on non-designated derivatives 189 (1) 190 n/m

Total other expenses, net (14,311) (14,545) (234) (1.6)

Loss before income taxes (4,204) (1,521) 2,683 176.4

Income tax benefit

Net loss (12,534) (40,769) 28,235

Net loss attributable to non-controlling interests (21) 77 (98)

Income tax (expense) benefit (77) 6 (83) n/m

(4,281) (1,515) (2,766) (182.6)

Net income attributable to non-controlling interests (28) (54) 26 48.1

Allocation for preferred stock (3,294) (3,450) 156 (4.5)

Net loss attributable to common stockholders

Segment Results — Outpatient Medical Facilities

The following table presents the revenue and property operating and maintenance expense and the period to period change within our OMF segment for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, Increase (Decrease) to NOI

(in thousands) 2025 2024 $ %

Revenue from tenants $ 29,022 $ 34,303 $ (5,281) (15.4) %

Property operating and maintenance 8,391 10,656 (2,265) (21.3) %

NOI $ 20,631 $ 23,647 $ (3,016) (12.8) %

Number of Properties at September 30,

Ending Occupancy at September 30,

$ (7,603) $ (5,019) $ (2,584) (51.5)

Total Portfolio 133 153 90.6 % 90.5 %

Revenue from tenants primarily reflects contractual rent received from tenants in our OMFs and operating expense reimbursements.

These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses in our OMF segment.

Pursuant to many of our lease agreements in our OMFs, tenants are generally required to pay their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors, certain capital expenditures, and salaries in addition to base rent.

Property operating and maintenance expenses reflect the costs associated with our OMFs, including real estate taxes, utilities, repairs, maintenance and property management fees.

The OMF net operating income (“NOI”) decrease for the three months ended September 30, 2025 over the same period in 2024 was primarily driven by OMF dispositions subsequent to September 30, 2024, which was partially offset by increased expense recovery from tenants (See Note 15 - Segment Reporting to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our presentation of NOI for the segments).

(1) Certain 2025 amounts have been reclassified from general and administrative to property operating and maintenance to align with the current period presentation.

Segment Results — Seniors Housing Operating Properties

The following table presents the revenue and property operating and maintenance expenses and the period to period change within our SHOP segment for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, Increase (Decrease) to NOI

(in thousands) 2025 2024 $ %

The following table presents the results of operations and the period-to-period change within our SHOP segment for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three months ended March 31, Increase (Decrease) to NOI

2026 2025 $ %

Revenue from tenants $ 57,631 $ 55,808 $ 1,823 3.3 %

1 unchanged sentence

NOI $ 12,763 $ 9,437 $ 3,326 35.2 %

Number of Properties at September 30,

Average Occupancy for the Three Months Ended September 30,

Number of properties at March 31, Average monthly revenue per occupied room for the three months ended

March 31, Average occupancy for the three months ended March 31,

2026 2025 2026 2025 2026 2025

Total Portfolio (1)

Total communities (1)

37 43 $ 6,340 $ 6,030 83.8 % 78.8 %

(1) Includes one land parcel for both the three months ended September 30, 2025 and 2024.

(1) Excludes one land parcel for both the three months ended March 31, 2026 and 2025.

Revenues from tenants within our SHOP segment are generated in connection with rent and services offered to residents depending on the level of care required, as well as fees associated with other ancillary services.

Property operating and maintenance expenses relate to the costs associated with staffing to provide care for the residents in our SHOPs, as well as food, marketing, real estate taxes, management fees paid to our third-party operators and costs associated with maintaining the physical site.

The SHOP NOI increase for the three months ended September 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains and lower insurance expenses in 2025, which were partially offset by dispositions subsequent to September 30, 2024.

Other Results of Operations

Impairment Charges

We recorded $6.6 million of impairment charges during the three months ended September 30, 2025.

This impairment was recorded to reduce the carrying value of two SHOPs and two OMFs to their estimated fair value.

We recorded $8.8 million of impairment charges during the three months ended September 30, 2024.

This impairment was recorded to reduce the carrying value of a held-for-use OMF to its estimated fair value .

See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges.

Operating Fees to Related Parties

Prior to the consummation of the Internalization, our former Advisor and the Property Manager were paid for asset management and property management services for managing our properties on a day-to-day basis.

Following the consummation of the Internalization, we are no longer paying the above-referenced fees to the related parties.

Operating fees to these related parties were $6.4 million for the three months ended September 30, 2024.

No operating fees to related parties were incurred during the three months ended September 30, 2025 as a result of the Internalization.

See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q which provides detail on our fees and expense reimbursements to our former Advisor.

Termination Fees to Related Parties

We recorded $8.4 million of termination fees to related parties in the three months ended September 30, 2024 as a result of our termination of the advisory agreement with the former Advisor and our transition to self-management through the Internalization.

Acquisition and Transaction Related Expenses

Acquisition and transaction related expenses decreased by $5.1 million to $0.1 million for the three months ended September 30, 2025 from $5.2 million for the three months ended September 30, 2024, primarily due to advisory, legal and other professional costs and non-recurring employee transition expenses directly related to the Internalization incurred in 2024.

General and Administrative Expenses

General and administrative expenses increased by $0.2 million to $5.7 million for the three months ended September 30, 2025 from $5.5 million for the three months ended September 30, 2024, primarily due to the stock-based compensation expense incurred in the three months ended September 30, 2025.

This increase was partially offset by lower professional fees for the three months ended September 30, 2025.

See Note 11 — Equity-Based Compensation to our consolidated financial statements in this Quarterly Report on Form 10-Q which provides detail on stock-based compensation.

Depreciation and Amortization Expenses

Depreciation and amortization expense decreased by $2.7 million to $18.0 million for the three months ended September 30, 2025 from $20.7 million for the three months ended September 30, 2024.

The decrease was primarily attributable to property dispositions subsequent to the third quarter of 2024.

Gain on Sale of Real Estate Investments

Gain on sale of real estate investments decreased by $1.0 million to $0.6 million for the three months ended September 30, 2025 from $1.6 million for the three months ended September 30, 2024, primarily due to the disposal of seven OMFs, one SHOP and one land parcel for an aggregate contract sales price of $79.3 million and an aggregate gain on sale of $1.6 million in 2024.

Interest Expense

Interest expense decreased by $2.9 million to $15.1 million for the three months ended September 30, 2025 from $18.0 million for the three months ended September 30, 2024.

The decrease in interest expense was mainly due to lower average balances of our indebtedness during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Our interest expense in future periods will vary based on our level of future borrowings and the cost of borrowings, among other factors (including the impact of variable rates to the extent such borrowings are not hedged).

Continued high interest rates may adversely impact the terms on which we may borrow in the future and thus our results of operations.

Interest and Other Income

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period.

Interest and other income decreased by $0.3 million to $0.3 million for the three months ended September 30, 2025 from $0.5 million for the three months ended September 30, 2024.

This decrease is due to excess insurance reimbursement in September 30, 2024, partially offset by higher interest rates on, and balances of, our cash accounts during the three months ended September 30, 2025.

Gain (loss) on Non-Designated Derivatives

The gain (loss) in the three months ended September 30, 2025 and 2024 on non-designated derivative instruments related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with our Fannie Mae Secured Debt, which have floating interest rates.

The relevant amounts in each period represent the change in value and any cash received on the non-designated derivatives.

Income Tax Benefit

Income taxes generally relate to our SHOPs, which are leased to our TRS.

We recorded an income tax benefit of approximately $0.1 million for the three months ended September 30, 2025.

Income tax benefit for the three months ended September 30, 2024 was not material.

Because of our TRS’s recent operating history of losses and the adverse economic impacts from increases in the rate of inflation in recent years on the results of operations of our SHOP assets, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets;

thus we have recorded a 100% valuation allowance on our net deferred tax assets through September 30, 2025.

If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive loss.

Allocation for Preferred Stock Distributions

Allocation for preferred stock decreased by $0.1 million to $3.3 million for the three months ended September 30, 2025 from $3.5 million for the three months ended September 30, 2024 .

The decrease is due to repurchases of our preferred stock during the three months ended September 30, 2025.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Net loss attributable to common stockholders was $45.1 million and $183.1 million, respectively, for the nine months ended September 30, 2025 and 2024.

The following table shows our results of operations for the nine months ended September 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Nine Months Ended September 30, Increase (Decrease)

(in thousands) 2025 2024

Revenue from tenants $ 257,801 $ 266,056 $ (8,255)

Operating expenses:

Property operating and maintenance 165,880 166,557 (677)

Impairment charges 33,752 11,498 22,254

Operating fees to related parties

— 19,181 (19,181)

Termination fees to related parties

— 106,650 (106,650)

Acquisition and transaction related 639 5,686 (5,047)

General and administrative 15,642 16,938 (1,296)

Depreciation and amortization 60,274 63,386 (3,112)

Total expenses

276,187 389,896 (113,709)

Operating loss before gain/ (loss) on sale of real estate investments

(18,386) (123,840) 105,454

Gain on sale of real estate investments

28,267 1,354 26,913

Operating income (loss)

9,881 (122,486) 132,367

Other income (expense):

Interest expense (45,425) (52,142) 6,717

Interest and other income

512 1,077 (565)

Gain on extinguishment of debt 257 — 257

(Loss) gain on non-designated derivatives

(46) 449 (495)

Total other expenses

(44,702) (50,616) 5,914

Loss before income taxes (34,821) (173,102) 138,281

Income tax expense (60) (135) 75

Net loss (34,881) (173,237) 138,356

Net (income) loss attributable to non-controlling interests

(44) 529 (573)

Allocation for preferred stock (10,162) (10,350) 188

Net loss attributable to common stockholders $ (45,087) $ (183,058) $ 137,971

Property operating and maintenance expense relates to the costs associated with staffing to provide care for the residents, supplies, overhead and management fees paid to our third-party operators as well as costs associated with maintaining the physical site.

The SHOP NOI increase for the three months ended March 31, 2026 over the same period in 2025 was primarily due to positive trends in occupancy and revenue per occupied room as well as lower operating costs attributed to seven SHOP dispositions subsequent to the comparable 2025 period.

Segment Results — Outpatient Medical Facilities

The following table presents the revenue and property operating and maintenance expense and the period to period change within our OMF segment for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30, Increase (Decrease) to NOI

(in thousands) 2025 2024 $

Revenue from tenants $ 88,908 $ 103,573 $ (14,665) (14.2) %

Property operating and maintenance 28,219 30,083 (1,864) (6.2) %

$ 60,689 $ 73,490 $ (12,801) (17.4) %

Number of Properties at September 30,

Ending Occupancy at September 30,

2025 2024 2025 2024

Total Portfolio

The following table presents the results of operations and the period-to-period change within our OMF segment for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three months ended March 31, Increase (Decrease) to NOI

2026 2025 $ %

Revenue from tenants primarily reflects contractual rent received from tenants in our OMFs and operating expense reimbursements.

These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses in our OMF segment.

Property operating and maintenance expenses reflect the costs associated with our OMFs, including real estate taxes, utilities, repairs, maintenance and property management fees.

The OMF NOI decrease for the nine months ended September 30, 2025 over the same period in 2024 was primarily driven by OMF dispositions subsequent to September 30, 2024, which was partially offset by increased expense recovery from tenants.

Segment Results — Seniors Housing - Operating Properties

The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30, Increase (Decrease) to NOI

(in thousands) 2025 2024 $

Revenue from tenants $ 28,654 $ 30,635 $ (1,981) (6.5) %

Property operating and maintenance 8,050 11,485 (3,435) (29.9) %

$ 31,232 $ 26,009 $ 5,223 20.1 %

Number of Properties at September 30,

Average Occupancy for the Nine Months Ended September 30,

NOI $ 20,604 $ 19,150 $ 1,454 7.6 %

Number of properties at March 31, Ending occupancy at March 31,

2026 2025 2026 2025

Total Portfolio (1)

Total outpatient medical facilities

130 136 92.8 % 90.5 %

(1) Includes one land parcel for both the nine months ended September 30, 2025 and 2024,.

The SHOP NOI increase for the nine months ended September 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains and lower insurance expenses in 2025, which were partially offset by dispositions subsequent to September 30, 2024.

Other Results of Operations

Revenue from tenants within our OMF segment primarily reflects contractual rent received from tenants and operating expense reimbursements.

These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses.

Pursuant to many of our lease agreements, tenants are required to pay their pro rata share of such expenses, which may be subject to expense exclusions and floors, as well as certain capital expenditures in addition to base rent.

Property operating and maintenance expense reflects the costs associated with our OMFs, including real estate taxes, utilities, repairs, maintenance and unaffiliated third-party property management fees.

As of March 31, 2026, we manage all OMFs directly, without the use of third party service providers.

The increase in OMF NOI for the three months ended March 31, 2026 over the same period in 2025 was primarily driven by net operating losses connected to certain properties sold in the comparable period and not experienced in the current period.

Corporate Results

Impairment Charges

We recorded $33.8 million of impairment charges during the nine months ended September 30, 2025 on five SHOPs and four OMFs.

These properties were impaired to their contractual sales price as determined by their purchase and sale agreements or estimated fair value.

We recorded $11.5 million of impairment charges during the nine months ended September 30, 2024 on two OMFs and one SHOP which were disposed in the nine months ended September 30, 2024.

See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges for the nine months ended September 30, 2025 and 2024.

Operating Fees to Related Parties

Operating fees to these related parties were $19.2 million for the nine months ended September 30, 2024.

No operating fees to related parties were incurred during the nine months ended September 30, 2025 as a result of the Internalization.

Termination Fees to Related Parties

We recorded $106.7 million of termination fees to related parties in the nine months ended September 30, 2024 as a result of our termination of the advisory agreement with the former Advisor and our transition to self-management through the Internalization.

Acquisition and Transaction Related Expenses

Acquisition and transaction related expenses decreased by $5.0 million to $0.6 million for the nine months ended September 30, 2025 compared to $5.7 million for the nine months ended September 30, 2024.

The decrease is primarily due to advisory, legal and other professional costs and non-recurring employee transition expenses directly related to the Internalization incurred in 2024.

We recorded no impairment charges during the three months ended March 31, 2026 compared to $11.9 million of impairment charges during the three months ended March 31, 2025.

This impairment was recorded to reduce the carrying value of two held-for-use SHOPs and one held-for-use OMF to their contractual sales price as determined by their purchase and sale agreements and were subsequently sold in 2025.

Acquisition and Transaction Related

Acquisition and transaction related expenses were relatively consistent for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

General and Administrative Expenses

General and administrative expenses decreased by $1.3 million to $15.6 million for the nine months ended September 30, 2025 compared to $16.9 million for the nine months ended September 30, 2024.

The decrease in general and administrative expenses was primarily due to $0.7 million of severance payments incurred in the nine months ended September 30, 2024 made to employees of the former Advisor and lower professional fees in the nine months ended September 30, 2025.

This was partially offset by the stock-based compensation incurred in the nine months ended September 30, 2025.

General and administrative expenses increased by $0.6 million to $5.5 million for the three months ended March 31, 2026 from $4.9 million for the three months ended March 31, 2025 primarily due to stock-based compensation expense incurred in the three months ended March 31, 2026.

Stock-based compensation for 2025 was granted to the executive officers and certain other employees in May 2025, as such, there was no stock-based compensation expense incurred during the three months ended March 31, 2025.

The increase was partially offset by lower professional fees for the three months ended March 31, 2026.

Depreciation and Amortization Expenses

Depreciation and amortization expense decreased by $3.1 million to $60.3 million for the nine months ended September 30, 2025 as compared with $63.4 million for the nine months ended September 30, 2024.

The decrease was primarily attributable to property dispositions subsequent to the third quarter of 2024, which was partly offset by amortization of deferred leasing commissions.

Depreciation and amortization expense decreased by $6.0 million to $17.7 million for the three months ended March 31, 2026 from $23.7 million for the three months ended March 31, 2025 primarily due to property dispositions subsequent to the first quarter of 2025.

Gain on Sale of Real Estate Investments

During the nine months ended September 30, 2025, we disposed of 15 held-for-use OMFs and four SHOPs (three held-for-use and one held-for-sale) for an aggregate contract sales price of $191.6 million and recorded an an aggregate gain on sale of $28.3 million.

During the nine months ended September 30, 2024, we disposed of seven OMFs, two SHOPs and one land parcel for an aggregate contract sales price of $82.6 million and recorded an aggregate gain on sale of $1.4 million.

The disposal of 12 OMFs during the three months ended March 31, 2025 resulted in an aggregate gain on sale of real estate investments of $25.0 million for the period compared to no disposition activity recognized for the three months ended March 31, 2026.

Interest Expense

Interest expense decreased by $6.7 million to $45.4 million for the nine months ended September 30, 2025 from $52.1 million for the nine months ended September 30, 2024.

The decrease in interest expense was mainly due to lower average balances of our indebtedness nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Continued high interest rates may adversely impact the terms on which we may borrow in the future and thus our results of operations.

Interest and Other Income

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period.

Interest and other income decreased by $0.6 million to $0.5 million for the nine months ended September 30, 2025 from $1.1 million.

This decrease is due to excess insurance reimbursement in September 30, 2024.

Gain on extinguishment of debt

We recorded a $0.3 million gain on extinguishment of debt the nine months ended September 30, 2025 in connection with the repayment of a loan prior to maturity relating to the sale of a property.

Gain on Non-Designated Derivatives

Gain on non-designated derivative instruments for the nine months ended September 30, 2025 and 2024 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with the Fannie Mae Secured Debt, which have floating interest rates.

Income Tax Expense

Interest expense increased by $0.1 million to $14.7 million for the three months ended March 31, 2026 from $14.5 million for the three months ended March 31, 2025 primarily due to borrowings under the Credit Facilities (as defined below), partially offset by the paydown of the previous $50.0 million variable-rate warehouse facility with Capital One (the “OMF Warehouse Facility”) and Secured Term Loan 2 due 2026, each event subsequent to the first quarter of 2025 and preceding the first quarter of 2026.

Interest and Other Income (Expense), net

Interest and other income (expense), net includes income from our investment securities and interest income earned on cash and cash equivalents held during the period.

Interest and other income, net increased by $0.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in cash held in money market accounts.

Gain (loss) on Non-Designated Derivatives

Gain (loss) on non-designated derivative instruments includes mark-to-market adjustments of non-designated interest rate caps designed to protect us from adverse interest rate changes in connection with our Fannie Mae Secured Debt which have variable interest rates.

The gain of $0.2 million recognized in the three months ended March 31, 2026 reflects an excess of cash received over the quarterly valuation adjustments assessed on the caps, showing an increase in the strength of the position during this period compared to the three months ended March 31, 2025.

Income Tax (Expense) Benefit

Income taxes generally relate to our SHOPs, which are leased to our TRS.

We recorded an income tax expense of approximately $0.1 million for both nine months ended September 30, 2025 and 2024.

Allocation for Preferred Stock

Allocation for preferred stock decreased by $0.2 million to $10.2 million for the nine months ended September 30, 2025 from $10.4 million for the nine months ended September 30, 2024 .

The decrease is due to repurchases of our preferred stock during the nine months ended September 30, 2025.

The following table presents a reconciliation of our net cash provided by operations from our net loss for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30, Increase

(in thousands)

2025 2024 (Decrease)

We recorded an income tax expense of approximately $0.1 million for the three months ended March 31, 2026.

Income tax benefit for the three months ended March 31, 2025 was not material.

thus we have recorded a 100% valuation allowance on our net deferred tax assets through March 31, 2026.

Allocation for Preferred Stock Distributions

Allocation for preferred stock decreased by $0.2 million to $3.3 million for the three months ended March 31, 2026 from $3.5 million for the three months ended March 31, 2025 due to repurchases of our preferred stock subsequent to the first quarter of 2025.

The following table presents a reconciliation of our net cash provided by operations from our net loss for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three months ended March 31, Increase (Decrease)

2026 2025 $ %

Cash, cash equivalents and restricted cash, beginning of period $ 108,452 $ 74,095 $ 34,357 46.4 %

Net cash used in operating activities (3,008) (86,300) 83,292

Net cash provided by investing activities 73,137 58,563 14,574

Net cash (used in) provided by financing activities (41,688) 21,333 (63,021)

Net cash provided by (used in) operating activities 9,013 (21,229) 30,242 142.5

Net cash (used in) provided by investing activities (5,419) 78,043 (83,462) (106.9)

Net cash used in financing activities (5,447) (4,501) (946) (21.0)

Cash, cash equivalents and restricted cash, end of period $ 106,599 $ 126,408 $ (19,809) (15.7)

Cash Flows from Operating Activities

Cash flows provided by operating activities increased by $83.3 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to payments to the former Advisor Parent including partial repayment of the promissory note issued in connection with the Internalization (the “Promissory Note”) of $76.4 million in 2024.

Net cash provided by operating activities increased by $30.2 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a $30.3 million repayment of a promissory note made in 2025 to the former external advisor as well as growth in our SHOP segment.

Cash Flows from Investing Activities

Cash flows provided by investing activities increased by $14.6 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to proceeds from the sale of 15 held-for-use OMFs and four held-for-use SHOPs during the nine months ended September 30, 2025 and lower costs incurred relating to property acquisitions in 2025 .

Net cash flows provided by investing activities decreased by $83.5 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to $83.7 million aggregate proceeds from the sale of 12 held-for-use OMFs during the three months ended March 31, 2025.

Cash Flows from Financing Activities

Cash flows used in financing activities decreased by $63.0 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the incurrence of the $30.3 million balance on the Promissory Note in 2024, full repayment of the OMF Warehouse Facility for $21.7 million in 2025 and preferred stock repurchases of $4.5 million in 2025 under our preferred stock repurchase program discussed below.

Cash flows used in financing activities increased by $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to payments of $0.4 million for tax settlement on equity-based compensation in 2026 and $0.6 million in proceeds from interest rate swap terminations in 2025.

Liquidity and Capital Resources

Our existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of our operating and administrative expenses, debt service obligations (including principal repayment) and distributions to holders of our Series A Preferred Stock and Series B Preferred Stock.

We closely monitor our current and anticipated liquidity position relative to our current and anticipated demands for cash and believe that we have sufficient current liquidity to meet our financial obligations for at least the next twelve months.

Our future liquidity requirements and available liquidity, however, depend on many factors, such as recent and continuing increases in inflation, labor shortages, supply chain disruptions and higher property insurance, property tax and interest rates, all of which have and may continue to have adverse impacts on our results of operations and thus ultimately our liquidity.

Moreover, these adverse impacts, as well as the increased economic and political uncertainties due to the ongoing wars in Ukraine, Israel and related sanctions and the tariffs imposed by, or imposed on, the United States and its trading relationships, may also adversely impact our tenants’ and residents’ ability to pay rent and thus our cash flows.

We expect to fund our future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by our operating activities, net cash provided by our property dispositions (as discussed below) and potential new financings utilizing certain of our currently unencumbered properties.

As of September 30, 2025, we had $47.1 million of cash and cash equivalents.

The Barclays OMF Loan Agreement requires us to maintain a minimum balance of cash and cash equivalents of $12.5 million at all times.

Internalization

Pursuant to the merger agreement dated August 6, 2024 (the “Internalization Agreement”) effecting the Internalization, (i) the outstanding membership interests of the former Advisor were converted into the right to receive from us an internalization fee of $98.2 million and (ii) the former Advisor Parent received (x) an asset management fee of $5.5 million, representing the aggregate base management fee that we would have been required to pay to our former Advisor during the remaining three month notice period required to terminate the advisory agreement, and (y) a property management fee of $2.9 million, representing the aggregate management fees that we would have been required to pay to the Property Manager through the current term of the property management agreement, subject to certain other adjustments (collectively, the “Closing Payments” in an aggregate amount of $106.6 million).

For more information regarding the Internalization, including the fees paid therewith, see Note 1 — Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Following the Internalization, we are no longer required to pay asset management and property management fees to the former Advisor Parent.

As of September 30, 2025, our total debt leverage ratio (total debt divided by total gross asset value) was approximately 45.1%.

Moreover, these adverse impacts may also impact our tenant and residents’ ability to pay rent and thus our cash flows.

We expect to fund our future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock and potentially to holders of our common stock in the future, through a combination of current cash on hand, net cash provided by our operating activities and property dispositions, future takedowns under our Revolving Facility and potential new financings utilizing certain of our currently unencumbered properties.

Subsequent to March 31, 2026, we completed the Offering and used the net proceeds to pay down the outstanding borrowings under our Revolving Facility, which in turn substantially increased our available liquidity.

As of March 31, 2026, we had $147.5 million of total liquidity, comprised of $94.7 million of undrawn and available capacity under the Revolving Facility (pursuant to the terms of the Credit Agreement) and $52.8 million of cash and cash equivalents.

The Secured Term Loan 4 due 2033 requires us to maintain a minimum balance of cash and cash equivalents of $12.5 million at all times.

As of March 31, 2026, our total debt leverage ratio (total debt divided by total gross asset value) was approximately 45.2%.

Net debt totaled $1.0 billion, which represents gross debt ($1.04 billion) less cash and cash equivalents ($52.81 million).

1 unchanged sentence

Cumulative impairment charges are reflected within gross asset value.

As of September 30, 2025, we had total gross borrowings of $1.0 billion, at a weighted-average interest rate of 5.44% and a weighted-average remaining term of 3.5 years.

As of March 31, 2026, we had total gross borrowings of $1.0 billion, at a weighted-average interest rate of 5.81% and a weighted-average remaining term of 3.6 years.

The weighted-average interest rate includes the impact of “pay-fixed” swaps that are designated as hedging instruments on a portion of our variable-rate debt, but does not include the impact of our non-designated interest rate caps (discussed below).

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate on our total gross borrowings was 5.11% as of September 30, 2025.

As of September 30, 2025, the carrying value of our real estate investments, at cost was $2.2 billion, with $1.2 billion of this asset value pledged as collateral for mortgage notes payable and $625.0 million of this asset value pledged to secure advances under our Fannie Mae and other secured debt.

These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Fannie Mae and other secured debt, which would impact availability thereunder.

Unencumbered real estate investments, at cost as of September 30, 2025 was $418.9 million.

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate on our total gross borrowings was 5.69% as of March 31, 2026.

As of March 31, 2026, the carrying value of our real estate investments, at cost was $2.2 billion, with $683.7 million of this asset value pledged as collateral for mortgage notes payable, $617.0 million of this asset value pledged to secure advances under our Fannie Mae Secured Debt and $869.1 million of this asset value added to the borrowing base of our Credit Facilities.

These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Fannie Mae Secured Debt, which would impact availability thereunder.

Unencumbered real estate investments, at cost as of March 31, 2026 was $24.7 million.

There can be no assurance as to the amount of liquidity we would be able to generate from leveraging these unencumbered real estate investments, if we are able to leverage them at all.

Mortgage Notes Payable

As of September 30, 2025, we had $705.9 million in mortgage notes payable outstanding, all of which is either fixed-rate or effectively fixed through our interest rate swap at a weighted-average annual interest rate of 4.70% and a weighted-average remaining term of 4.6 years.

Fannie Mae and Other Secured Debt

As of September 30, 2025, $336.2 million was outstanding under our Fannie Mae and other secured debt, which bore interest at a weighted-average annual rate of 7.00% and had a weighted-average remaining term of 1.1 years.

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate was 6.00% as of September 30, 2025.

In April 2025, we repaid the OMF Warehouse Facility in full in the amount of $21.7 million plus unpaid interest and terminated the facility.

As of March 31, 2026, we had $375.3 million in mortgage notes payable outstanding, all of which is either fixed-rate or effectively fixed through our interest rate swap at a weighted-average annual interest rate of 5.53% and a weighted-average remaining term of 7.1 years.

Fannie Mae Secured Debt

As of March 31, 2026, $333.3 million was outstanding under our Fannie Mae Secured Debt, which bore interest at a weighted-average annual rate of 6.30% and had a weighted-average remaining term of 0.6 years.

We currently expect to refinance the Fannie Mae Secured Debt on or before the maturity date.

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate was 6.00% as of March 31, 2026.

Unsecured Credit Facilities

On December 11, 2025, we entered into (i) a $400 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $150 million senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto.

As of March 31, 2026, we had $186.0 million and $150.0 million outstanding under our Revolving Facility and Term Loan, respectively.

The borrowings under our Revolving Facility and Term Loan both bore interest at a weighted-average annual rate of 5.68% and had a weighted-average remaining term of 2.7 years as of March 31, 2026.

Inclusive of our interest rate swaps that convert variable interest rates to fixed interest rates, the economic interest rate on our Term Loan was 5.36% as of March 31, 2026.

Non-Designated Interest Rate Caps

Our interest rate caps are used to limit our exposure to interest rate movements on our Fannie Mae Secured Debt for economic purposes, however, we do not elect to apply hedge accounting to these instruments.

As of September 30, 2025, we had six SOFR-based interest rate caps with an aggregate notional amount of $342.8 million, which limits one-month SOFR to 3.50% and have varying maturities through November 2026.

As of March 31, 2026, we had seven SOFR-based interest rate caps with an aggregate notional amount of $394 million which limit one-month SOFR to 3.50%

and have varying maturities through November 2026.

Although these interest rate caps are not designated hedging instruments, we consider them economically related to our variable rate secured debt.

As SOFR has increased beyond 3.50%, we received cash payments of $2.6 million in the nine months ended September 30, 2025.

We received $5.4 million of cash payments in the nine months ended September 30, 2024.

In April 2025, we terminated two interest rate caps with a notional of $21.7 million.

In June 2025, we purchased three interest rate caps with a notional of $133.8 million for $1.1 million that limit one-month SOFR to 3.50% and mature in November 2026 related to the Fannie Mae Secured Debt.

These interest rate caps were purchased in advance of interest rate caps set to expire.

In October 2025, we purchased two interest rate caps with a notional of $146.1 million for $0.4 million that limit one-month SOFR to 3.50% and mature in November 2026 related to the Fannie Mae Secured Debt.

These interest rate caps were purchased in advance of interest rate caps set to expire.

As SOFR has increased beyond 3.50%, we received cash payments of $0.3 million and $0.9 million during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, we paid $0.2 million for an interest rate cap related to the Fannie Mae Secured Debt with a notional amount of $56 million to replace an existing cap set to expire on April 1, 2026.

Capital Expenditures

During the nine months ended September 30, 2025, our aggregate capital expenditures were $17.0 million.

We anticipate our quarterly rate of capital expenditures for the OMF and SHOP segments throughout the remainder of 2025 to be relatively consistent with the prior quarters.

Dispositions — Three and Nine Months Ended September 30, 2025

We disposed of one held-for-sale SHOP during the three months ended September 30, 2025 for a contract sales price of $1.8 million.

This disposition resulted in a gain on sale of $0.1 million, which is included in our consolidated statements of operations and comprehensive loss for the three months ended September 30, 2025.

We disposed of 15 held-for-use OMFs and four SHOPs (three held-for-use and one held-for-sale) during the nine months ended September 30, 2025 for an aggregate contract sales price of $191.6 million.

These dispositions resulted in an aggregate gain on sale of $28.3 million, which is included in our consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025.

Dispositions — Subsequent to September 30, 2025

Subsequent to September 30, 2025, we disposed of one SHOP in Georgia for a contract sales price of $6.3 million.

As of September 30, 2025, the SHOP was classified as held-for-sale.

During the three months ended March 31, 2026, our aggregate capital expenditures were $5.3 million.

We anticipate our annual rate of capital expenditures for the OMF and SHOP segments in 2026 to be relatively consistent with 2025, excluding capital expenditures related to potential acquisitions and redevelopments or savings resulting from the potential sale of properties.

Subsequent Events

For a discussion of subsequent events, see Note 15 — Subsequent Events to our consolidated financial statements.

Preferred Stock Repurchase Program

3 unchanged sentences

The program does not obligate us to repurchase any specific number of shares of Series A Preferred Stock and Series B Preferred Stock.

During the three months ended September 30, 2025, we repurchased and retired 74,713 shares of Series A Preferred Stock at an average price of $16.10 and 97,670 shares of Series B Preferred Stock at an average price of $16.03, inclusive of commissions.

During the nine months ended September 30, 2025, we repurchased and retired 131,629 shares of Series A Preferred Stock at an average price of $15.39 and 163,883 shares of Series B Preferred Stock at an average price of $15.14, inclusive of commissions.

During the three months ended March 31, 2026, we did not repurchase any shares of Series A Preferred Stock or Series B Preferred Stock pursuant to the stock repurchase plan.

Commitments and Contingencies

For a discussion of our commitments and contingencies, see Note 14 — Commitments and Contingencies to our consolidated financial statements.

Dividends and Other Distributions

Distributions on our Series A Preferred Stock are declared quarterly in an amount equal to $1.84375 per share each year ($0.460938 per share per quarter), which is equivalent to 7.375% per annum on the $25.00 liquidation preference per share.

Distributions on our Series B Preferred Stock are declared quarterly in an amount equal to $1.78125 per share each year ($0.445313 per share per quarter), which is equivalent to 7.125% per annum on the $25.00 liquidation preference per share.

Distributions on the Series A Preferred Stock and the Series B Preferred Stock are cumulative and payable quarterly in arrears.

Any accrued and unpaid dividends payable with respect to our Series A Preferred Stock or our Series B Preferred Stock become part of the liquidation preference thereof.

Since mid-2020, we have not paid cash dividends on our shares of common stock.

We issued stock dividends to the shareholders from October 2020 until January 2024.

The stock dividends were declared quarterly using a rate of $3.40 (as adjusted to reflect a reverse stock split effective as of September 30, 2024) per share per year.

The number of shares issued with each dividend was based on the estimated per-share net asset value in effect on the applicable date.

The amount of dividends and other distributions payable to our stockholders is determined by our Board of Directors (“the “Board”) and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986 (the “Code”).

Distribution payments are dependent on the

availability of funds.

The Board may reduce the amount of dividends or distributions paid or suspend dividend or distribution payments at any time and therefore dividend and distribution payments are not assured.

Our ability to pay distributions on our Series A Preferred Stock, Series B Preferred Stock and Series A Preferred Units and other distributions depends on our ability to increase the amount of cash we generate from property operations which in turn depends on a variety of factors, including but not limited to our ability to complete acquisitions of new properties and our ability to improve operations at our existing properties.

There can be no assurance that we will complete acquisitions on a timely basis or on acceptable terms and conditions, if at all.

Our ability to improve operations at our existing properties is also subject to a variety of risks and uncertainties, many of which are beyond our control, and there can be no assurance we will be successful in achieving this objective.

Non-GAAP Financial Measures

This section discusses certain of the non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”).

A description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measure, which is net loss attributable to common stockholders, are provided below.

We consider FFO and AFFO to be useful supplemental measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed below, FFO and AFFO can help investors compare our operating performance between periods or as compared to other companies.

While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent, nor are they meant to replace, cash flows from operations and net income or loss as defined by GAAP, and should not be considered alternatives to those measures in evaluating our liquidity or operating performance.

Rather, FFO and AFFO should be reviewed in conjunction with these and other GAAP measurements as an indication of our operational performance and are not necessarily indicative of cash available to fund our future cash requirements, including our ability to pay dividends and other distributions to our stockholders.

Additionally, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition or that interpret the current NAREIT definition or define AFFO differently than we do.

The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and AFFO, and the adjustments to GAAP in calculating FFO and AFFO.

Funds from Operations

This section discusses certain of the non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”) and Normalized Funds from Operations (“Normalized FFO”).

A description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measure, which is net income (loss) attributable to common stockholders, are provided below.

We consider FFO and Normalized FFO to be useful supplemental measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed below, FFO and Normalized FFO can help investors compare our operating performance between periods or to other companies (though other companies may calculate these measures differently than we do and the value of any such comparison may be limited).

While FFO and Normalized FFO are relevant and widely used measures of operating performance of REITs, they do not represent, nor are they meant to replace, cash flows from operations and net income or loss as defined by GAAP, and should not be considered alternatives to those measures in evaluating our liquidity or operating performance.

Rather, FFO and Normalized FFO should be reviewed in conjunction with these and other GAAP measurements as an indication of our operational performance and are not necessarily indicative of cash available to fund our future cash requirements, including our ability to pay dividends and other distributions to our stockholders.

Additionally, our computation of FFO and Normalized FFO may not be comparable to FFO and Normalized FFO reported by other REITs that do not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition or that interpret the current NAREIT definition or define Normalized FFO differently than we do.

The methods utilized to evaluate the performance of equity REITs under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and Normalized FFO, and the adjustments to GAAP in calculating FFO and Normalized FFO.

Funds from Operations and Normalized Funds from Operations

Our consolidated financial statements are presented in accordance with GAAP, utilizing historical cost accounting which, among other things, requires depreciation of real estate investments.

3 unchanged sentences

We believe that the use of FFO provides a more complete understanding of our operating performance to investors and to management, and when compared year-over-year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs, which may not be immediately apparent from net loss.

Adjusted Funds from Operations

We also believe that AFFO is a meaningful supplemental non-GAAP measure of our operating results.

We calculate AFFO by further adjusting FFO to reflect the performance of our portfolio for items we believe are not directly attributable to our operations.

We believe that AFFO is a beneficial indicator of our ongoing portfolio performance and isolates the financial results of our operations.

Our adjustments to FFO to arrive at AFFO include removing the impacts of (i) acquisition and transaction related costs (including certain expenses directly related to the Internalization and the Reverse Stock-Split), (ii) amortization of market-lease intangible assets and liabilities, (iii) adjustments for straight-line rent, (iv) termination fees to related parties, (v) equity-based compensation expense, (vi) depreciation and amortization related to non-real estate related assets, (vii) mark-to-market gains and losses from our non-designated derivatives, (viii) non-cash components of interest expense, (ix) casualty-related charges, (x) gains or losses on extinguishment of debt and (xi) similar adjustments for non-controlling interests and unconsolidated entities.

We believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry and is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.

The table below reflects the items deducted from or added to net loss attributable to stockholders in our calculation of FFO and AFFO for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

We believe that FFO is a recognized measure of operating performance by the REIT industry and is useful in comparing our operating performance with the operating performance of other real estate companies.

We also believe that Normalized FFO is a meaningful supplemental non-GAAP measure of our operating results.

We calculate Normalized FFO by further adjusting FFO to reflect the performance of our portfolio for items we believe are not directly attributable to our operations.

We believe that Normalized FFO is a beneficial indicator of our ongoing portfolio performance and isolates the financial results of our operations.

Our adjustments to FFO to arrive at Normalized FFO include removing the impacts of:

(i) acquisition and transaction related costs (including certain expenses directly related to the Internalization and the Reverse Stock-Split);

(ii) termination fees to related parties;

(iii) severance and other related costs;

(iv) mark-to-market gains and losses on non-designated derivatives and amortization related to terminated derivatives;

(v) casualty-

related charges, net relating to significantly disruptive events that are infrequent in nature;

(vi) gains and losses on extinguishment of debt;

(vii) similar adjustments for non-controlling interests;

and (viii) certain other items set forth in the Normalized FFO reconciliation included therein.

We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis.

The table below reflects the items deducted from or added to net loss attributable to stockholders in our calculation of FFO and Normalized FFO attributable to common stockholders for the periods indicated (dollars in thousands):

Three months ended March 31,

Net loss attributable to common stockholders (in accordance with GAAP)

2 unchanged sentences

Impairment charges — 11,899

(Gain) loss on sale of real estate investments

(626) (1,579) (28,267) (1,354)

Adjustments for non-controlling interests

(73) (64) (275) (285)

FFO (as defined by NAREIT) attributable to stockholders

6,708 (17,663) 16,178 (113,255)

(Amortization) accretion of market lease and other intangibles, net

(174) (134) 2,022 (822)

Straight-line rent adjustments

(753) (458) (2,411) (360)

Loss (gain) on sale of real estate investments 2 (24,989)

Depreciation on real estate assets related to non-controlling interests (72) (56)

NAREIT FFO attributable to common stockholders 8,733 4,116

Acquisition and transaction related 53 51

91 5,187 639 5,686

Termination fees to related parties

— 8,409 — 106,650

Equity-based compensation 1,333 153 1,903 613

Depreciation and amortization on non-real estate assets 1,382 1,427 4,218 3,442

Mark-to-market losses from derivatives (2)

911 4,224 2,655 4,956

Non-cash components of interest expense (3)

761 880 3,100 1,368

Adjustments for non-controlling interests

(10) (91) (42) (540)

Gain on extinguishment

Casualty-related charges (4)

AFFO attributable to stockholders $ 10,364 $ 1,936 $ 28,242 $ 7,815

(1) Includes certain advisory, legal, accounting, information technology, tax and other professional expenses and other non-recurring employee transition expenses that were directly related to the Internalization and the Reverse Stock Split.

We do not consider these expenses to be indicative of our performance given their unique and non-recurring nature.

(2) Presented as total gains or losses from our non-designated derivatives net of cash received.

(3) Non-cash components of interest expense include (i) deferred financing cost amortization, (ii) mortgage discount and premium amortization and (iii) amortized gains or losses from terminated hedging instruments.

(4) Includes labor, supplies and evacuation expenses from natural disasters not covered by insurance.

Dividends and Other Distributions

Distributions on our Series A Preferred Stock are declared quarterly in an amount equal to $1.84375 per share each year ($0.460938 per share per quarter) to holders of Series A Preferred Stock, which is equivalent to 7.375% of per annum in the $25.00 liquidation preference per share of Series A Preferred Stock.

Distributions on our Series B Preferred Stock are declared quarterly in an amount equal to $1.78125 per share each year ($0.445313 per share per quarter) to holders of Series B Preferred Stock, which is equivalent to 7.125% of per annum in the $25.00 liquidation preference per share of Series B Preferred Stock.

Distributions on the Series A Preferred Stock and the Series B Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by our Board and declared by us.

Since mid-2020, we have not paid cash dividends on our shares of common stock but we issued stock dividends to the holders from October 2020 until January 2024.

The stock dividends were declared quarterly using a rate of $3.40 (as adjusted to reflect the Reverse Stock Split) per share per year.

The number of shares issued with each dividend was based on the estimated per share asset value in effect on the applicable date.

We do not intend to declare further stock dividends in the future.

The amount of dividends and other distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986 (the “Code”).

Distribution payments are dependent on the availability of funds.

The Board may reduce the amount of dividends or distributions paid or suspend dividend or distribution payments at any time and therefore dividend and distribution payments are not assured.

Any accrued and unpaid distributions payable with respect to the Series A Preferred Stock or Series B Preferred Stock become part of the liquidation preference thereof.

The following table shows the sources for the payment of distributions to preferred stockholders, including distributions on unvested restricted shares and Common OP Units, but excluding distributions related to Class B Units as these distributions are recorded as an expense in our consolidated statements of operations and comprehensive loss, for the periods indicated.

No cash distributions were made to common stockholders, restricted shareholders, holders of Common OP Units or holders of Class B Units in the three months ended September 30, 2025.

Three Months Ended Year-To-Date

March 31, 2025 June 30, 2025 September 30, 2025 September 30, 2025

(Dollars in thousands) Amounts Percentage of Distributions Amounts Percentage of Distributions Amounts Percentage of Distributions Amounts Percentage of Distributions

Distributions:

Distributions to holders of Series A Preferred Stock

$ 1,834 52.4% $ 1,800 52.5% $ 1,776 52.6% $ 5,410 52.6%

Distributions to holders of Series B Preferred Stock

1,616 46.2% 1,584 46.2% 1,552 46.1% 4,752 46.1%

Distributions paid to holders of Series A Preferred Units 47 1.4% 46 1.3% 46 1.4% 139 1.3%

Total cash distributions $ 3,497 100.0% $ 3,430 100.0% $ 3,374 100.1% $ 10,301 100.0%

Source of distribution coverage:

Cash flows used in operations (1)

$ — —% $ — —% $ 3,374 100.0% $ — —%

Available cash on hand (2)

3,497 100.0% 3,430 100.0% — —% 10,301 100.0%

Total source of distribution coverage $ 3,497 100.0% $ 3,430 100.0% $ 3,374 100.0% $ 10,301 100.0%

Cash flows used in operations (in accordance with GAAP)

Derivatives mark-to-market and terminations (1)

(1,389) (531)

Net loss (in accordance with GAAP) $ (1,515) $ (20,834) $ (12,534) $ (34,881)

(1) Assumes the use of available cash flows from operations before any other sources.

(2) Cash available cash on hand also includes proceeds from property dispositions and additional secured financings and borrowings.

For the nine months ended September 30, 2025, cash flows used in operations were $3.0 million.

We had not historically generated sufficient cash flows from operations to fund the payment of dividends and other distributions at the current rate prior to switching from paying cash dividends to stock dividends on our common stock.

As shown in the table above, we funded distributions to holders of Series A Preferred Stock, Series B Preferred Stock and Series A Preferred Units with available cash on hand.

There can be no assurance that we will complete acquisitions on a timely basis or on acceptable terms and conditions, if at all.

We may be adversely impacted by inflation on the leases with tenants in our OMF segment that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates.

Casualty-related charges, net 142 115

Normalizing items related to non-controlling interests (4) (19)

Normalized NFFO attributable to common stockholders $ 7,535 $ 3,732

(1) For the three months ended March 31, 2026 and 2025, includes gains reclassified from other comprehensive income to earnings (recorded as a reduction to interest expense) relating to a terminated swap and a partial unwind of a hedge, respectively.

Leases with residents at our SHOPs typically do not have rent escalations, however, we are able to renew leases at market rates as they mature due to their short-term nature.

As inflation rates increase or persist at high levels, the cost of providing medical care at our SHOPs, particularly labor costs, will increase.

If we are unable to admit new residents or renew resident leases at market rates, while bearing these increased costs from providing services to our residents, our results of operations may be affected.

We may also be adversely impacted by inflation on the leases with tenants in our OMF segment that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates.

Recent increases in inflation, driven by factors such as labor shortages, supply chain disruptions, higher property insurance, property tax and interest rates and increased economic and political uncertainties due to the tariffs imposed by, or imposed on, the United States, have and may continue to have adverse impacts on our results of operations and our liquidity as well as our tenants’ and residents’ ability to pay rent.

As of September 30, 2025, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 3.0%.

As of March 31, 2026, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 3.3%.

To hel p mitigate the adverse impact of inflation, most of our leases with our tenants in our OMF segment contain rent escalation provisions which increase the cash that is due under these leases over time.

6 unchanged sentences

If we are unable to lease properties on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, or if tenants fail to pay required tax, utility and other impositions, we could be required to pay those costs.

Leases with residents at our SHOPs typically do not have rent escalations, however, we are able to renew leases at market rates as they mature due to their short-term nature.

As inflation rates increase or persist at high levels, the cost of providing medical care at our SHOPs, particularly labor costs, will increase.

Related-Party Transactions and Agreements

See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the various related party transactions, agreements and fees.

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

What changed 10-Q

Item 1. Financial Statements