What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-14 · 590 added, 297 removed, 691 unchanged (56% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Real estate investments, at cost:

28 unchanged sentences

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

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,052 and 4,608 authorized as of June 30, 2026 and December 31, 2025, respectively;

3,289 and 3,846 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 2,900 and 3,467 authorized as of June 30, 2026 and December 31, 2025, respectively;

2,850 and 3,417 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.01 par value, 300,000 shares authorized, 28,630 and 28,427 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Class A common stock, $ 0.01 par value, 100,000 and zero authorized as of June 30, 2026 and December 31, 2025, respectively;

44,275 and zero issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,001,481 2,531,315

10 unchanged sentences

(In thousands, except per share data)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Revenue from tenants $ 87,530 $ 85,332 $ 173,815 $ 171,775

6 unchanged sentences

Total expenses 82,444 93,502 158,620 191,910

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

Operating income (loss) before gain (loss) on sale of real estate investments 5,086 ( 8,170 ) 15,195 ( 20,135 )

Gain (loss) on sale of real estate investments — 2,652 ( 2 ) 27,641

Operating income (loss) 5,086 ( 5,518 ) 15,193 7,506

Other income (expense):

Interest expense ( 12,723 ) ( 15,836 ) ( 27,394 ) ( 30,365 )

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

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

Interest and other income, net 2,345 231 2,516 216

Gain on extinguishment of debt — 257 — 257

(Loss) gain on non-designated derivatives ( 47 ) 32 142 31

Total other expenses, net ( 10,425 ) ( 15,316 ) ( 24,736 ) ( 29,861 )

2 unchanged sentences

( 5,386 ) ( 20,834 ) ( 9,667 ) ( 22,349 )

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

Net loss (income) attributable to non-controlling interests 30 31 2 ( 23 )

Allocation for preferred stock ( 2,785 ) ( 3,386 ) ( 6,079 ) ( 6,836 )

16 unchanged sentences

(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

Number of shares

Balance, December 31, 2025

3,846 38 3,417 $ 35 28,307 $ 1,132 $ 2,531,315 $ 5,604 $ ( 1,938,060 ) $ 600,064 $ 4,461 $ 604,525

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

Three months ended June 30, 2026

Series A Preferred Stock Series B Preferred Stock Common stock Class A Common Stock Additional paid-in capital Accumulated

comprehensive income Distributions

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 Number of shares Par value

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

Equity-based compensation — — — — — — — — 1,615 — — 1,615 — 1,615

Common stock issuance, net of tax withholdings — — — — 16 — — — — — — — — —

Class A common stock issuance, net of offering costs — — — — — — 44,275 443 493,811 — — 494,254 — 494,254

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

2 unchanged sentences

— — — — — — — — — — ( 1,269 ) ( 1,269 ) — ( 1,269 )

Repurchase of Series A Preferred Stock ( 557 ) ( 5 ) — — — — — — ( 12,688 ) — — ( 12,693 ) — ( 12,693 )

Repurchase of Series B Preferred Stock — — ( 567 ) ( 6 ) — — — — ( 12,911 ) — — ( 12,917 ) — ( 12,917 )

Distributions to non-controlling interest holders — — — — — — — — — — — — ( 22 ) ( 22 )

Acquisition of non-controlling interest — — — — — — — — 164 — — 164 ( 1,289 ) ( 1,125 )

Rebalancing of ownership percentage — — — — — — — — ( 49 ) — — ( 49 ) 49 —

1 unchanged sentence

Net loss — — — — — — — — — ( 5,356 ) ( 5,356 ) ( 30 ) ( 5,386 )

Balance, June 30, 2026 3,289 $ 33 2,850 $ 29 28,352 $ 1,132 44,275 $ 443 $ 3,001,481 $ 4,810 $ ( 1,953,804 ) $ 1,054,124 $ 3,095 $ 1,057,219

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

Three months ended June 30, 2025

Series A Preferred Stock Series B Preferred Stock Common stock Class A Common Stock Additional paid-in capital Accumulated

comprehensive income Distributions

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 Number of shares Par value

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

Equity-based compensation — — — — — — — — 570 — — 570 — 570

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

— — — — — — — — — — ( 1,800 ) ( 1,800 ) — ( 1,800 )

Three months ended March 31, 2025

Number of shares

Par value Number of shares

Number of shares

Balance, December 31, 2024

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

— — — — — — — — — — ( 1,585 ) ( 1,585 ) — ( 1,585 )

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

Repurchase of Series A Preferred Stock ( 57 ) — — — — — — — ( 822 ) — — ( 822 ) — ( 822 )

Repurchase of Series B Preferred Stock — — ( 66 ) ( 1 ) — — — — ( 915 ) — — ( 916 ) — ( 916 )

Net loss — — — — — — — — — — ( 20,803 ) ( 20,803 ) ( 31 ) ( 20,834 )

Unrealized gain on designated derivatives — — — — — — — — — ( 2,205 ) — ( 2,205 ) — ( 2,205 )

Rebalancing of ownership percentage — — — — — — — — 15 — — 15 ( 15 ) —

Balance, June 30, 2025 3,920 $ 40 3,564 $ 35 28,296 $ 1,132 — $ — $ 2,532,585 $ 9,441 $ ( 1,896,200 ) $ 647,033 $ 5,449 $ 652,482

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)

Six months ended June 30, 2026

Series A Preferred Stock Series B Preferred Stock Common stock Class A Common Stock Additional paid-in capital Accumulated

comprehensive income Distributions

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 Number of shares Par value

Balance, December 31, 2025 3,846 $ 38 3,417 $ 35 28,307 $ 1,132 $ — $ — $ 2,531,315 $ 5,604 $ ( 1,938,060 ) $ 600,064 $ 4,461 $ 604,525

Equity-based compensation — — — — — — — — 2,227 — — 2,227 — 2,227

Common stock issuance, net of tax withholdings — — — — 45 — — — ( 443 ) — — ( 443 ) — ( 443 )

Class A common stock issuance, net of offering costs — — — — — — 44,275 443 493,811 — — 494,254 — 494,254

Distributions declared on Series A Preferred Stock, $ 0.92 per share

2 unchanged sentences

— — — — — — — — — — ( 2,791 ) ( 2,791 ) — ( 2,791 )

Repurchase of Series A Preferred Stock ( 557 ) ( 5 ) — — — — — — ( 12,688 ) — — ( 12,693 ) — ( 12,693 )

Repurchase of Series B Preferred Stock — — ( 567 ) ( 6 ) — — — — ( 12,911 ) — — ( 12,917 ) — ( 12,917 )

Distributions to non-controlling interest holders — — — — — — — — — — — — ( 69 ) ( 69 )

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

Acquisition of non-controlling interest — — — — — — — — 164 — — 164 ( 1,289 ) ( 1,125 )

Rebalancing of ownership percentage — — — — — — — — 6 — — 6 ( 6 ) —

Unrealized loss on designated derivatives — — — — — — — — — ( 794 ) — ( 794 ) — ( 794 )

Net loss — — — — — — — — — — ( 9,665 ) ( 9,665 ) ( 2 ) ( 9,667 )

Balance, March 31, 2025

Balance, June 30, 2026 3,289 $ 33 2,850 $ 29 28,352 $ 1,132 44,275 $ 443 $ 3,001,481 $ 4,810 $ ( 1,953,804 ) $ 1,054,124 $ 3,095 $ 1,057,219

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

Six months ended June 30, 2025

Series A Preferred Stock Series B Preferred Stock Common stock Class A Common Stock Additional paid-in capital Accumulated

comprehensive income Distributions

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 Number of shares Par value

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

Equity-based compensation — — — — — — — — 570 — — 570 — 570

Distributions declared on Series A Preferred Stock, $ 0.92 per share

— — — — — — — — — — ( 3,634 ) ( 3,634 ) — ( 3,634 )

Distributions declared on Series B Preferred Stock, $ 0.89 per share

— — — — — — — — — — ( 3,200 ) ( 3,200 ) — ( 3,200 )

Distributions to non-controlling interest holders — — — — — — — — — — — — ( 93 ) ( 93 )

Repurchase of Series A Preferred Stock ( 57 ) — — — — — — — ( 822 ) — — ( 822 ) — ( 822 )

Repurchase of Series B Preferred Stock — — ( 66 ) ( 1 ) — — — — ( 915 ) — — ( 916 ) — ( 916 )

Net loss — — — — — — — — — — ( 22,372 ) ( 22,372 ) 23 ( 22,349 )

Unrealized loss on designated derivatives — — — — — — — — — ( 7,199 ) — ( 7,199 ) — ( 7,199 )

Rebalancing of ownership percentage — — — — — — — — 46 — — 46 ( 46 ) —

Balance, June 30, 2025 3,920 $ 40 3,564 $ 35 28,296 $ 1,132 — $ — $ 2,532,585 $ 9,441 $ ( 1,896,200 ) $ 647,033 $ 5,449 $ 652,482

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

3 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

5 unchanged sentences

(Accretion) amortization of market lease and other intangibles, net ( 293 ) 2,196

Stock-based compensation amortization expense 612 —

Equity-based compensation amortization expense 2,227 570

Gain on sale of real estate investments — ( 27,641 )

Cash received from non-designated derivative instruments 608 1,775

Loss on non-designated derivative instruments 87 1

Gain on non-designated derivative instruments ( 142 ) ( 31 )

Impairment charges 3,780 27,111

Gain on extinguishment of debt — ( 257 )

Deferred tax valuation allowance ( 122 ) 946

8 unchanged sentences

Cash flows from investing activities:

Acquisitions of real estate ( 98,031 ) ( 250 )

Capital expenditures ( 10,609 ) ( 12,365 )

3 unchanged sentences

Cash flows from financing activities:

Repayments under revolving credit facility and term loan ( 186,000 ) —

Repayments of Fannie Mae secured debt ( 2,885 ) ( 24,593 )

Repayments of mortgage notes payable ( 443 ) ( 429 )

Proceeds from interest rate swap terminations — 648

Payments of deferred financing costs ( 187 ) ( 205 )

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

Payment of offering costs ( 3,950 ) —

Common stock issuance, net 499,422 —

Repurchase of Preferred Stock ( 25,610 ) ( 1,738 )

Dividends paid on Series A Preferred Stock ( 3,545 ) ( 3,634 )

1 unchanged sentence

Distributions to non-controlling interest holders ( 92 ) ( 93 )

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

Purchase of non-controlling interest ( 1,125 ) —

Net cash provided by (used in) financing activities 272,098 ( 33,892 )

Net change in cash, cash equivalents and restricted cash 193,924 29,075

5 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

Supplemental disclosures of cash flow information:

3 unchanged sentences

Non-cash investing and financing activities:

Accrued offering costs $ ( 670 ) $ —

Preferred stock dividend declared

2 unchanged sentences

Net change in accrued capital expenditures for the period 1,504 3,375

(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.

Assets acquired and liabilities assumed from acquisitions

Real estate investments 1,084 —

Prepaid expenses and other assets, net 79 —

Accounts payable and accrued expenses ( 1,163 ) —

(1) For the six months ended June 30, 2026, relates to cash paid for income taxes, net of refunds.

For the six months ended June 30, 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

March 31, 2026

June 30, 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 senior housing operating properties (“SHOP”) and outpatient medical facilities (“OMF”).

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

As of June 30, 2026 , the Company owned 170 properties (including one land parcel) located in 29 states, consisting of 39 senior housing communities, with 3,616 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:

1 unchanged sentence

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.

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 June 30, 2026, the Company had three eligible independent contractors operating 39 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.”

As of June 30, 2026, the Company managed all OMFs directly, without the use of third party service providers.

On April 23, 2026, pursuant to a registration statement on Form S-11 (File No.

333-294895) filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, 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”), 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 (“Nasdaq”) 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 18, 2026 and all shares of common stock will subsequently be listed and freely tradeable on Nasdaq 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 months ended March 31, 2026 and 2025 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

The results of operations for the three and six months ended June 30, 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.

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 months ended March 31, 2026.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Principles of Consolidation and Basis of Presentation

29 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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.

During the six months ended June 30, 2026, the Company acquired two SHOP communities for an aggregate purchase price of $ 98.0 million under the RIDEA structure, with such communities managed by an existing operating partner of the Company.

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.

As of June 30, 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 June 30, 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,

(i) for the OMF segment, annualized June 30, 2026 rental income on a straight-line basis for the leases in place as of June 30, 2026, which includes tenant concessions such as free rent, as applicable, and (ii) for the SHOP segment, annualized gross revenue for the quarter ended June 30, 2026.

As of June 30,

State 2026 2025

1 unchanged sentence

Pennsylvania 11.1 % 10.7 %

Georgia 10.8 % 11.1 %

Iowa 10.7 % 10.3 %

Georgia 10.6 % 11.1 %

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 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)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

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

$ 1,786 $ 2,168 $ 3,781 $ 4,683

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

1 unchanged sentence

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

32 32 $ 63 $ 2,410

(1) Reflected within depreciation and amortization expense.

1 unchanged sentence

(3) Reflected within property operating and maintenance expense.

During the six months ended June 30, 2026 , the Company did not dispose of any properties.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .

June 30, 2026

In May 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 the approval by the lenders of loan assumption and other customary closing conditions as specified in the purchase and sale agreement.

In addition, the Company continues to explore strategic opportunities related to the remainder of the OMF portfolio.

In May 2026, the Company entered into a definitive purchase and sale agreement to sell one non-core SHOP community in California for approximately $ 42.0 million.

Assets Held-for-Sale

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

There were no properties classified as held-for-sale as of June 30, 2026 or December 31, 2025.

Impairment Charges

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,

The following table presents impairment charges by segment recorded during the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

$ — $ 1,142 $ — $ 1,889

3,780 14,070 3,780 25,222

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.

$ 3,780 $ 15,212 $ 3,780 $ 27,111

(1) During the six months ended June 30, 2026, impairment is attributed to one held-for-use SHOP community.

The community was impaired to its contractual sales price as determined by the purchase and sale agreement executed after the reporting date.

Amounts presented for the six months ended June 30, 2025 relate to two held-for-use SHOP communities, two held-for-use OMF and one SHOP community held for sale during this period.

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

4 unchanged sentences

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,

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 (dollars in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Fixed income from operating leases

1 unchanged sentence

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.

5,993 5,895 11,509 11,515

During the three and six months ended June 30, 2026, the Company recorded reductions in revenue of $ 0.4 million and $ 1.0 million, respectively, related to uncollectible accounts.

During the three and six months ended June 30, 2025, the Company recorded reductions in revenue of $ 0.4 million and $ 0.6 million, respectively, related to uncollectable accounts.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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,

The following table reflects the Company’s mortgage notes payable and other debt as of June 30, 2026 and December 31, 2025 (dollars in thousands):

Encumbered properties at June 30, 2026

Outstanding balance as of Effective interest rate as of

2026 December 31, 2025 June 30,

2026 December 31, 2025 Interest rate Maturity

11 unchanged sentences

Mortgage notes payable, net $ 367,629 $ 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)

Fannie Mae Secured Debt 1 due 2026 11 $ 198,096 $ 199,866 6.20 % 6.63 % Variable Nov 2026

Fannie Mae Secured Debt 2 due 2026 10 133,758 134,873 6.25 % 6.68 % Variable Nov 2026

Total Fannie Mae Secured Debt (1)(2)

21 $ 331,854 $ 334,739 6.22 % 6.65 %

5 unchanged sentences

_____________

(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 %.

(1) For total gross mortgage notes payable and total Fannie Mae Secured Debt as of June 30, 2026 and December 31, 2025, effective interest rate is calculated on a weighted average basis.

(2) The Fannie Mae Secured Debt had 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.

As of June 30, 2026, the Company had pledged $ 684.3 million in total real estate investments, at cost, as collateral for its $ 375.0 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.

2 unchanged sentences

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.

Fannie Mae Secured Debt

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Fannie Mae Secured Debt

On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master secured debt agreement with KeyBank (the “KeyBank Secured Debt”) and a master secured debt agreement with Capital One Multifamily Finance LLC, an affiliate of Capital One (the “Capital One Secured Debt” and, together with the KeyBank Secured Debt, “Fannie Mae Secured Debt”).

June 30, 2026

Finance LLC, an affiliate of Capital One (the “Capital One Secured Debt” and, together with the KeyBank Secured Debt, “Fannie Mae Secured Debt”).

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.

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.

Borrowings under the Fannie Mae Secured Debt bore monthly interest equal to the sum of the current SOFR for one-month denominated deposits and a spread of 2.41 % and 2.46 % for the Capital One S ecured Debt and the KeyBank S ecured Debt , respectively.

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

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 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.

The Fannie Mae Secured Debt was scheduled to mature on November 1, 2026.

The Company fully prepaid the Fannie Mae Secured Debt on August 3, 2026.

Through June 30, 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 were recorded as restricted cash on the Company’s consolidated balance sheets and were pledged as additional collateral for the Fannie Mae Secured Debt.

These deposits were fully refunded upon the prepayment of the Fannie Mae Secured Debt on August 3, 2026 in connection with the recast of the Credit Facilities (as defined below) on August 3, 2026.

As of June 30, 2026, the Company had pledged $ 597.6 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 Fannie Mae Secured Debt were released upon the prepayment of the Fannie Mae Secured Debt on August 3, 2026 .

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 “2025 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.

The 2025 Credit Agreement provided 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 Facilities were recast on August 3, 2026.

See Note 15 — Subsequent Events for further information.

The Credit Facilities had a maturity date of December 11, 2028.

The interest rates applicable to loans under the Credit Facilities were, 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.

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

As of June 30, 2026 , the Company had $ 870.4 million in total real estate investments, at cost as the borrowing base under the Credit Facilities.

On April 25, 2026, the Company used a portion of the net proceeds from the Offering to repay in full the $ 186.0 million of then outstanding indebtedness under its Revolving Facility.

Debt Maturities

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

As of June 30, 2026, the Company’s indebtedness had the following maturities (dollars in thousands):

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

6 unchanged sentences

Total $ 375,038 $ 331,854 $ 150,000 $ — $ 856,892

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.

The Company expects to fund its future short-term operating

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

liquidity requirements, including acquisitions and distributions to holders of its Series A Preferred Stock, Series B Preferred Stock and common 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, issuance of equity securities and potential new financings utilizing certain of its unencumbered properties.

Note 6 — Derivatives and Hedging Activities

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

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Cash Flow Hedges of Interest Rate Risk

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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 Company estimates that during the 12 month period from July 1, 2026 through June 30, 2027 , $ 3.7 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

As of June 30, 2026

Interest rate “pay-fixed” swap (1)

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

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

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,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives $ 1,333 $ 58 $ 2,404 $ ( 1,141 )

2 unchanged sentences

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

The Company had the following interest rate derivatives that were not designated as hedges in qualifying hedging relationships as of June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Number of instruments Notional amount Fair value Number of instruments

4 unchanged sentences

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.

All of the Company’s interest rate cap agreements limit one-month Secured Overnight Financing Rate (“SOFR”) to 3.50 % with terms through November 2026.

The actual one-month SOFR rates during the six months ended June 30, 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.

Changes in the fair market value of these non-designated derivatives, as well as any cash received, are presented within (Loss) gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Credit-risk-related Contingent Features

1 unchanged sentence

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.

As of June 30, 2026 and December 31, 2025, the Company had 28.6 million and 28.4 million shares of common stock issued and outstanding, respectively.

Class A Common Stock

On April 23, 2026, the Company issued an aggregate of 44.3 million shares of Class A common stock in connection with the Offering.

Each share of Class A common stock will automatically convert into one share of the Company’s existing common stock on October 18, 2026 and all shares of common stock will subsequently be listed and freely tradeable on Nasdaq under the symbol “NHP.”

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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.

The Company is authorized to issue up to 50.0 million shares of preferred stock of which 4.1 million shares and 2.9 million shares are authorized and classified as 7.375 % Series A Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (the “Series A Shares”) and 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (the “Series B Shares”), respectively.

In June 2026, the Company completed a tender offer for its Series A Shares and Series B Shares for $ 22.50 per share in cash.

556,454 Series A Shares and 566,229 Series B Shares were properly tendered for an aggregate purchase price of approximately $ 25.3 million, excluding fees and expenses relating to the tender offer.

The tendered shares were retired, which reduced the authorized share counts.

Upon completion of the tender offer, 3.29 million Series A Shares and 2.85 million Series B Shares remained outstanding as of June 30, 2026.

Note 8 — Accumulated Other Comprehensive Income

4 unchanged sentences

Gain reclassified from accumulated other comprehensive income ( 3,198 )

Balance, March 31, 2026

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Balance, June 30, 2026

Note 9 — Fair Value

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Derivative Instruments

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

However, as of 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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of June 30, 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.

2 unchanged sentences

In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

The following table presents information about the Company’s financial instruments measured at fair value as of June 30, 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

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Level 3 Total

March 31, 2026

June 30, 2026

Derivative assets, at fair value (non-designated) $ — $ 380 $ — $ 380

11 unchanged sentences

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.

During the six months ended June 30, 2026, one held-for-use SHOP community was impaired to its contractual sales price as determined by the purchase and sale agreement executed after the reporting date.

Real Estate Investments - Held-for-Sale

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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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

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

June 30, 2026 December 31, 2025

Level Carrying amount Fair value Carrying amount

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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.

Note 10 — Equity-Based Compensation

On April 30, 2026, the Company awarded certain of its directors, executive officers and employees under its 2025 Omnibus Incentive Compensation Plan (the “Equity Incentive Plan”) an aggregate of (i) 995,997 restricted 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 restricted shares of common stock and LTIP units and 136,457 performance-based restricted stock units (“RSUs”) as part of the Company’s annual long-term incentive equity grants for its employees.

On May 15, 2026, the Company further awarded 39,719 LTIP units to its directors for their annual equity retainers.

The listing equity awards are time-based awards that vest on a graded schedule over a period of four years .

The fair value of time-based restricted shares is based on the closing market price per share of the Company’s common stock on the date of grant.

The fair value of LTIP units was based on the closing market price per share of the Company’s common stock on the date of the grant and further adjusted by applying an additional discount as the LTIP units were not initially economically equivalent to restricted shares of common stock.

The annual long-term incentive equity grants and annual board equity retainers consist of time-based awards that vest on a graded schedule over a period of one year or three years and performance-based RSUs that 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 performance-based RSUs that ultimately vest 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 closing market price per share of the Company’s common stock on the date of grant 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, time-based LTIP units and performance-based RSUs granted during the three and six months ended June 30, 2026 was $ 16.2 million.

Total equity-based compensation expense was $ 1.6 million and $ 2.2 million for the three and six months ended June 30, 2026, respectively, which was recognized in general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

As of June 30, 2026, there was $ 19.4 million of future expenses related to unvested equity-based compensation arrangements granted under the Equity Incentive Plan, which is expected to be recognized over a weighted average period of 3.1 years.

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

Total equity-based compensation expense was $ 0.6 million for both the three and six months ended June 30, 2025.

NATIONAL HEALTHCARE PROPERTIES, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

June 30, 2026

Note 11 — Non-controlling Interests

1 unchanged sentence

Balance as of

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Series A Preferred Units held by third parties $ 1,289 $ 2,578

2 unchanged sentences

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,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Income attributable to Series A Preferred Units held by third parties $ ( 23 ) $ ( 46 ) $ ( 69 ) $ ( 92 )

1 unchanged sentence

Net income attributable to non-controlling interests in the OP 30 45 2 6

Income attributable to non-controlling interests in property-owning subsidiaries — ( 14 ) ( 29 )

Net loss (income) attributable to non-controlling interests $ 30 $ 31 $ 2 $ ( 23 )

Non-controlling Interests in the OP

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 .

Series A Preferred Units

During the three and six months ended June 30, 2026, Series A Preferred Unit holders were paid $ 46 thousand and $ 92 thousand in cash distributions, respectively.

During the three and six months ended June 30, 2025, Series A Preferred Unit holders were paid $ 46 thousand and $ 93 thousand in cash distributions, respectively.

In June 2026, the Company repurchased 50,000 of the 100,000 then outstanding Series A Preferred Units at $ 22.50 per unit.

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 Shares.

Common OP Units, Class B Units and LTIP Units

As of June 30, 2026, the Company had 234,026 partnership units outstanding in the OP designated as “Common OP Units” and 971,147 LTIP Units outstanding.

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.

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.

Vested LTIP units can be converted to Common OP Units on a one -for-one basis once an equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of a Common Unit.

All LTIP units, whether vested or not, receive the same per unit cash distributions as Common OP Units.

Prior to the Offering, the Company had 405,998 Common OP Units and 359,250 Class B Units outstanding.

In connection with the O ffering, the Class B Units were converted into Common OP Units pursuant to the Class B Unit’s terms and the number of Common OP Units was then consolidated into 234,026 Common OP Units to give effect to adjustments for the impact of the stock dividends from October to 2020 to January 2024 and the September 2024 one-for-four common stock reserve split, so the Common Units are redeemable for the Company’s common stock on a one-for-one basis.

Dur ing the three and six months ended June 30, 2026 and 2025 , no cash distributions were paid to Common OP Unit non-controlling interest holders .

NATIONAL HEALTHCARE PROPERTIES, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Note 12 — 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,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss attributable to common stockholders $ ( 8,141 ) $ ( 24,189 ) $ ( 15,744 ) $ ( 29,208 )

1 unchanged sentence

Effect of dilutive securities:

Unvested restricted shares (1)

Unvested restricted shares, LTIP Units and RSUs (1)

Common OP Units (2)(3)

Class B Units (3)

234 234 234 234

Denominator for diluted net loss attributable to common stockholders per share — weighted-average shares 61,975 28,533 45,383 28,531

1 unchanged sentence

$ ( 0.13 ) $ ( 0.85 ) $ ( 0.35 ) $ ( 1.03 )

(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.

(1) Weighted average number of unvested restricted shares, LTIP Units and RSUs outstanding for the periods presented.

Th ere were 1,413,900 and 219,339 unvested restricted shares, LTIP Units and RSUs outstanding as of June 30, 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.

There were 765,248 Common OP Units outstanding as of both June 30, 2026 and 2025.

(3) As of April 30, 2026, the Company’s Class B Units have been converted to Common OP Units.

The comparable prior period numbers have been restated to maintain comparability.

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

1 unchanged sentence

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 stock equivalents.

The Company considers unvested restricted shares, LTIP units, RSUs, 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:

As of June 30, 2026, the Company had two operating and reportable business segments:

SHOP and OMF.

4 unchanged sentences

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

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

NATIONAL HEALTHCARE PROPERTIES, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

June 30, 2026

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.

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

Three months ended March 31, 2026

Three months ended June 30, 2026

SHOP OMF Total

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NOI $ 13,013 $ 20,398 33,411

Impairment charges ( 3,780 )

Acquisition and transaction related ( 130 )

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Depreciation and amortization ( 17,811 )

Interest expense ( 12,723 )

Interest and other income, net 2,345

Loss on non-designated derivatives ( 47 )

Loss before income taxes ( 5,339 )

Income tax expense ( 47 )

Net loss ( 5,386 )

Net income attributable to non-controlling interests 30

Allocation for preferred stock ( 2,785 )

Net loss attributable to common stockholders $ ( 8,141 )

(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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Three months ended June 30, 2025

SHOP OMF Total

Revenue from tenants $ 56,080 $ 29,252 $ 85,332

Compensation related expenses (1)

27,003 — 27,003

Other segment expenses (2)

18,832 8,344 27,176

Property operating and maintenance (3)

45,835 8,344 54,179

NOI $ 10,245 $ 20,908 31,153

Impairment charges ( 15,212 )

Acquisition and transaction related ( 497 )

General and administrative (3)

Depreciation and amortization ( 18,539 )

Gain on sale of real estate investments 2,652

Interest expense ( 15,836 )

Interest and other income, net 231

Gain on non-designated derivatives 32

Gain on extinguishment of debt 257

Loss before income taxes ( 20,834 )

Income tax benefit —

Net loss ( 20,834 )

Net income attributable to non-controlling interests 31

Allocation for preferred stock ( 3,386 )

Net loss attributable to common stockholders $ ( 24,189 )

(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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Six months ended June 30, 2026

SHOP OMF Total

Revenue from tenants $ 115,979 $ 57,836 $ 173,815

Compensation related expenses (1)

53,293 — 53,293

Other segment expenses (2)

36,910 16,834 53,744

Property operating and maintenance 90,203 16,834 107,037

NOI $ 25,776 $ 41,002 66,778

Impairment charges ( 3,780 )

Acquisition and transaction related ( 183 )

General and administrative ( 12,071 )

Depreciation and amortization ( 35,549 )

Loss on sale of real estate investments ( 2 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Three months ended March 31, 2025

June 30, 2026

Six months ended June 30, 2025

SHOP OMF Total

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Interest expense ( 30,365 )

Interest and other expense, net ( 15 )

Loss on non-designated derivatives ( 1 )

Interest and other income, net 216

Gain on non-designated derivatives 31

Gain on extinguishment of debt 257

Loss before income taxes ( 22,355 )

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In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters.

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.

As of June 30, 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 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.

As of June 30, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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:

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.

On July 1, 2026, the Company’s Board of Directors declared a quarterly dividend of $ 0.075 per share of its common stock (including its Class A Common Stock).

The dividend was paid in cash on July 30, 2026 to holders of record as of the close of business on July 15, 2026.

In July 2026, the Company, through a joint venture with Discovery Senior Living, acquired 13 SHOP communities for an aggregate purchase price of $ 64.0 million.

The Company owns approximately 98.5 % of the joint venture and, 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.

In July 2026, the Company acquired an additional four SHOP communities for an aggregate purchase price of $ 117.6 million to be managed by existing operating partners.

As of the date of this filing, the Company had entered into definitive agreements to acquire an additional five SHOP communities for approximately $ 120.3 million.

However, the Company can provide no assurances that the acquisitions of these properties will be consummated on the terms and timing the Company expects, or at all.

On August 3, 2026, the Company recast the Credit Facilities by entering into an amended and restated credit agreement (the “2026 Credit Agreement”), which provides for, among other things, (i) increasing total lender commitments from $ 550 million to $ 1.2 billion, with the Revolving Facility increasing from $ 400 million to $ 750 million, the Term Loan increasing from $ 150 million to $ 300 million and a new $ 150 million delayed draw term loan facility being added, (ii) extending the maturity of the Revolving Facility and the Term Loan (including the delayed draw term loan) to August 2030 and August 2029, respectively, and (iii) reducing the applicable pricing for interest rates based on the Company's corporate leverage ratio.

In connection with entering into the 2026 Credit Agreement, the Company also terminated the Fannie Mae Secured Debt and paid off the outstanding amount thereunder and entered into interest rate swaps with an aggregate notional amount of $ 300.0 million to hedge the variable interest rate exposure on the Term Loan through its initial maturity date.

On August 5, 2026, the Company announced the full redemption of its Series A Shares and Series B Shares for $ 25.00 per share at par for approximately $ 153.5 million in total (excluding accrued dividends and transaction costs), with the redemption dates being September 4, 2026 and October 6, 2026, respectively.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

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federal income tax purposes.

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”).

We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on senior housing operating portfolio (“SHOP”) communities 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 .

As of June 30, 2026 , we owned 170 properties (including one land parcel) located in 29 states, consisting of 39 senior housing communities, with 3,616 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:

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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.

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 June 30, 2026, we had three eligible independent contractors operating 39 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.

As of June 30, 2026, we managed all OMFs directly, without the use of third party service providers.

On April 23, 2026, pursuant to a registration statement on Form S-11 (File No.

333-294895) filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, 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 18, 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):

The following table presents certain additional information about the properties we owned as of June 30, 2026 (dollars in thousands):

of properties Gross leasable area (sq.

Available units Percentage leased (1)

Available units (1)

Percentage leased or occupied (1)

Gross asset value (3)

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Total Portfolio 169 3,695,769 3,616 $ 2,278,283

(1) Percentage leased for the OMF and SHOP segments are presented as of the end of the period shown.

(1) Available units and percentage occupied for the SHOP segment represent the average for the three months ended June 30, 2026.

Percentage leased for the OMF segment is 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).

For the OMF segment, weighted by gross leasable area.

(2) WALTR means the average lease term remaining, weighted based on occupied square feet as of June 30, 2026.

(3) Gross asset value represents total real estate investments, at cost ($2.3 billion total as of June 30, 2026) net of gross market lease intangible liabilities ($19.6 million total as of June 30, 2026).

Cumulative impairment charges are reflected within gross asset value.

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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.

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)

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table shows our results of operations for the three months ended June 30, 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 June 30, Increase (Decrease)

2026 2025 $ %

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Total expenses 82,444 93,502 (11,058) (11.8)

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)

Operating income (loss) before gain on sale of real estate investments 5,086 (8,170) 13,256 nm

Gain on sale of real estate investments — 2,652 (2,652) (100.0)

Operating income (loss) 5,086 (5,518) 10,604 nm

Other income (expense):

Interest expense (12,723) (15,836) (3,113) (19.7)

Interest and other income (expense), net 171 (15) 186 n/m

Gain (loss) on non-designated derivatives 189 (1) 190 n/m

Interest and other income, net 2,345 231 2,114 nm

Gain on extinguishment of debt — 257 (257) (100.0)

(Loss) gain on non-designated derivatives (47) 32 (79) nm

Total other expenses, net (10,425) (15,316) (4,891) (31.9)

Loss before income taxes (5,339) (20,834) (15,495) (74.4)

Income tax (expense) benefit (77) 6 (83) n/m

Income tax expense (47) — (47) nm

(5,386) (20,834) 15,448 74.1

Net income attributable to non-controlling interests (28) (54) 26 48.1

Net loss attributable to non-controlling interests 30 31 (1) 3.2

Allocation for preferred stock (2,785) (3,386) 601 (17.7)

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$ (8,141) $ (24,189) $ 16,048 66.3

* nm - not meaningful

(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 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

Segment Results — Senior Housing Operating Portfolio

The following table presents the results of operations and the period-to-period change within our SHOP segment for the three months ended June 30, 2026 and 2025 (dollars in thousands):

Three months ended June 30, Increase (Decrease) to NOI

2026 2025 $ %

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NOI $ 13,013 $ 10,245 $ 2,768 27.0 %

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,

Number of Properties at June 30, Average monthly revenue per occupied room for the three months ended June 30, Average occupancy for the three months ended June 30,

2026 2025 2026 2025 2026 2025

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39 41 $ 6,391 $ 6,036 84.1 % 81.4 %

(1) Excludes one land parcel for both the three months ended March 31, 2026 and 2025.

(1) Excludes one land parcel for both the three months ended June 30, 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 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.

The increase in SHOP NOI for the three months ended June 30, 2026 over the same period in 2025 was primarily due to higher average occupancy and revenue per occupied room as well as reduced net operating losses attributed to seven SHOP dispositions during and subsequent to the comparable 2025 period.

Segment Results — Outpatient Medical Facilities

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

The following table presents the results of operations and the period-to-period change within our OMF segment for the three months ended June 30, 2026 and 2025 (dollars in thousands):

Three months ended June 30, Increase (Decrease) to NOI

2026 2025 $ %

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NOI $ 20,398 $ 20,908 $ (510) (2.4) %

Number of properties at March 31, Ending occupancy at March 31,

Number of properties at June 30, Occupancy at June 30,

2026 2025 2026 2025

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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.

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 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.

For the three months ended June 30, 2026, we managed all OMFs directly, without the use of third party service providers.

The decrease in OMF NOI for the three months ended June 30, 2026 over the same period in 2025 was primarily driven by certain nonrecurring revenue recognized only in the prior year period partially offset by the reduced net operating losses attributed to six OMF dispositions during and subsequent to the prior year period.

Corporate Results

Impairment Charges

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.

We recorded $3.8 million of impairment charges during the three months ended June 30, 2026 related to a held-for-use SHOP community.

We recorded $15.2 million of impairment charges during the three months ended June 30, 2025 related primarily to a held-for-use SHOP community ($14.

The properties were impaired to their contractual sales price as determined by the purchase and sale agreement.

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.

Acquisition and transaction related expenses decreased by $367 thousand to $130 thousand for the three months ended June 30, 2026 from $497 thousand for the three months ended June 30, 2025 primarily due to non-recurring transaction costs paid to the external former advisor in 2025, which did not recur in the current year, and dead deal costs.

General and Administrative Expenses

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.

General and administrative expenses increased by $1.5 million to $6.6 million for the three months ended June 30, 2026 from $5.1 million for the three months ended June 30, 2025 primarily due to equity -based compensation expense incurred in the three months ended June 30, 2026.

Equity-based compensation was first granted to the executive officers and certain other employees in May 2025, resulting in a partial period of equity-based compensation expense incurred over the three months ended June 30, 2025 .

Additional awards were granted to the Company’s executive officers and certain other employees in April 2026 in connection with the Offering and as part of the Company’s annual long-term incentive equity grants.

Depreciation and Amortization Expenses

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.

Depreciation and amortization expense decreased by $0.7 million to $17.8 million for the three months ended June 30, 2026 from $18.5 million for the three months ended June 30, 2025 primarily due to property dispositions during and subsequent to the prior year period.

Gain on Sale of Real Estate Investments

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.

The disposal of three OMFs and three SHOP communities during the three months ended June 30, 2025 resulted in an aggregate gain on sale of real estate investments of $2.7 million for the period compared to no disposition activity recognized for the three months ended June 30, 2026.

Interest 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.

Interest expense decreased by $3.1 million to $12.7 million for the three months ended June 30, 2026 from $15.8 million for the three months ended June 30, 2025 primarily due to a $5.4 million decrease driven by repayment of a $330 million secured term loan in December 2025 and a $1.5 million decrease due to the amortization of a gain on a swap terminated in December 2025.

Amortization of a gain on the terminated swap is expected to continue through December 2026.

These decreases are partially offset by a $2.8 million increase in interest expense relating to the $150 million Term Loan (as defined below) entered into in December 2025 and a $2.2 million increase in interest expense due to less swap interest proceeds in 2026.

Interest and Other Income, net

Interest and other income, net includes interest income earned on cash and cash equivalents invested in short-term money market funds and expenses not covered by insurance, net of recoveries.

Interest and other income, net increased by $2.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to an increase in cash held in money market accounts as a result of our April 2026 Offering.

Gain on Extinguishment of Debt

The gain of $0.3 million recognized in the three months ended June 30, 2025 is in connection with the repayment of a loan prior to maturity in conjunction with the sale of a property.

There was no debt extinguished during the three months ended June 30, 2026.

(Loss) Gain on Non-Designated Derivatives

(Loss) gain 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 loss of $47 thousand recognized in the three months ended June 30, 2026 reflects a decrease in future expected proceeds on the derivative assets over the current period.

The gain of $32 thousand recognized in the three months ended June 30, 2025 reflects an increase in future expected proceeds over the comparative period.

Income Tax Expense

Income taxes generally relate to our SHOP communities, which are leased to our TRSs.

We recorded an income tax expense of approximately $47 thousand for the three months ended June 30, 2026.

Income tax benefit for the three months ended June 30, 2025 was not material.

Because of our TRSs’ 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 communities, 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 June 30, 2026.

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 $0.6 million to $2.8 million for the three months ended June 30, 2026 from $3.4 million for the three months ended June 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the second quarter of 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table shows our results of operations for the six months ended June 30, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands) (1) :

Six months ended June 30, Increase (Decrease)

2026 2025 $ %

Revenue from tenants $ 173,815 $ 171,775 $ 2,040 1.2 %

Operating expenses:

Property operating and maintenance 107,037 112,035 (4,998) (4.5)

Impairment charges 3,780 27,111 (23,331) (86.1)

Acquisition and transaction related 183 548 (365) (66.6)

General and administrative 12,071 9,971 2,100 21.1

Depreciation and amortization 35,549 42,245 (6,696) (15.9)

Total expenses 158,620 191,910 (33,290) (17.3)

Operating income (loss) before (loss) gain on sale of real estate investments 15,195 (20,135) 35,330 nm

(Loss) gain on sale of real estate investments (2) 27,641 (27,643) nm

Operating income 15,193 7,506 7,687 102.4

Other income (expense):

Interest expense (27,394) (30,365) 2,971 (9.8)

Interest and other income, net 2,516 216 2,300 nm

Gain on extinguishment of debt — 257 (257) (100.0)

Gain on non-designated derivatives 142 31 111 nm

Total other expenses, net (24,736) (29,861) 5,125 (17.2)

Loss before income taxes (9,543) (22,355) 12,812 (57.3)

Income tax (expense) benefit (124) 6 (130) nm

(9,667) (22,349) 12,682 (56.7)

Net loss (gain) attributable to non-controlling interests 2 (23) 25 nm

Allocation for preferred stock (6,079) (6,836) 757 (11.1)

Net loss attributable to common stockholders

$ (15,744) $ (29,208) $ 13,464 (46.1)

* nm - not meaningful

(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 — Senior Housing Operating Portfolio

The following table presents the results of operations and the period-to-period change within our SHOP segment for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six months ended June 30, Increase (Decrease) to NOI

2026 2025 $ %

Revenue from tenants $ 115,979 $ 111,888 $ 4,091 3.7 %

Property operating and maintenance 90,203 92,207 (2,004) (2.2)

NOI $ 25,776 $ 19,681 $ 6,095 31.0 %

Number of Properties at June 30, Average monthly revenue per occupied room for the six months ended June 30, Average occupancy for the six months ended June 30,

2026 2025 2026 2025 2026 2025

Total communities (1)

39 41 $ 6,366 $ 6,033 84.0 % 79.0 %

(1) Excludes one land parcel at both June 30, 2026 and 2025.

Property operating and maintenance expenses relate to the costs associated with staffing to provide care for the residents in our SHOP communities, 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 increase in SHOP NOI for the six months ended June 30, 2026 over the same period in 2025 was primarily due to higher average occupancy and revenue per occupied room as well as reduced net operating losses attributed to seven SHOP dispositions during and subsequent to the prior year period.

Segment Results — Outpatient Medical Facilities

The following table presents the results of operations and the period-to-period change within our OMF segment for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six months ended June 30, Increase (Decrease) to NOI

Revenue from tenants $ 57,836 $ 59,887 $ (2,051) (3.4) %

Property operating and maintenance 16,834 19,828 (2,994) (15.1)

NOI $ 41,002 $ 40,059 $ 943 2.4 %

Number of Properties at June 30, Occupancy at June 30,

2026 2025 2026 2025

Total outpatient medical facilities 130 133 93.1 % 91.0 %

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 in addition to base rent.

For the six months ended June 30, 2026, we managed all OMFs directly, without the use of third party service providers.

The increase in OMF NOI for the six months ended June 30, 2026 over the same period in 2025 was primarily driven by reduced net operating losses attributed to 18 OMF dispositions during and subsequent to the prior year period.

Corporate Results

Impairment Charges

We recorded $3.8 million of impairment charges during the six months ended June 30, 2026 related to a held-for-use SHOP community.

We recorded $27.1 million of impairment charges during the six months ended June 30, 2025 on three held-for-use SHOP communities and two held-for-use OMFs.

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

Acquisition and Transaction Related

Acquisition and transaction related expenses decreased by $365 thousand to $183 thousand for the six months ended June 30, 2026 from $548 thousand for the six months ended June 30, 2025 primarily due to non-recurring transaction costs paid to the external former advisor in 2025, which did not recur in the current year, and dead deal costs.

General and Administrative Expenses

General and administrative expenses increased by $2.1 million to $12.1 million for the six months ended June 30, 2026 from $10.0 million for the six months ended June 30, 2025 primarily due to equity -based compensation expense incurred in the six months ended June 30, 2026.

Depreciation and Amortization Expenses

Depreciation and amortization expense decreased by $6.7 million to $35.5 million for the six months ended June 30, 2026 from $42.2 million for the six months ended June 30, 2025 primarily due to property dispositions during and subsequent to the prior year period.

(Loss) Gain on Sale of Real Estate Investments

The disposal of 15 OMFs and three SHOP communities during the six months ended June 30, 2025 resulted in an aggregate gain on sale of real estate investments of $27.6 million for the period compared to no disposition activity recognized during the six months ended June 30, 2026.

Interest Expense

Interest expense decreased by $3.0 million to $27.4 million for the six months ended June 30, 2026 from $30.4 million for the six months ended June 30, 2025 primarily due to a $11.3 million decrease driven by repayment of a $330 million secured term loan in December 2025, a $1.8 million decrease attributed to declining variable rates on the Fannie Mae Secured Debt and a $3.0 million decrease due to the amortization of a gain on a swap terminated in December 2025.

Amortization of the gain on the terminated swap is expected to continue through December 2026.

The decreases in interest expense is partially offset by a $7.5 million increase in interest expense relating to the $150 million Term Loan entered into in December 2025 and a $5.8 million increase in interest expense due to less swap interest proceeds in 2026.

Interest and Other Income, Net

Interest and other income, net includes interest income earned on cash and cash equivalents invested in short-term money market funds and expenses not covered by insurance, net of recoveries.

Interest and other income, net increased by $2.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to an increase in cash held in money market accounts as a result of our April 2026 Offering.

Gain on Extinguishment of Debt

The gain of $0.3 million recognized in the six months ended June 30, 2025 is in connection with the repayment of a loan prior to maturity in conjunction with the sale of a property.

There was no debt extinguished during the six months ended June 30, 2026.

Gain on Non-Designated Derivatives

Gain 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 $0.1 million recognized in the six months ended June 30, 2026 reflects an increase in future expected proceeds on the derivative assets over the current period.

The gain of $31 thousand recognized in the six months ended June 30, 2025 reflects an increase in the future expected proceeds on the derivative assets over the comparative period.

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 the three months ended March 31, 2026.

Income tax benefit for the three months ended March 31, 2025 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 March 31, 2026.

Income taxes generally relate to our SHOP communities, which are leased to our TRSs.

We recorded an income tax expense of approximately $0.1 million for the six months ended June 30, 2026.

Income tax benefit for the six months ended June 30, 2025 was not material.

thus we have recorded a 100% valuation allowance on our net deferred tax assets through June 30, 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)

Allocation for preferred stock decreased by $0.8 million to $6.1 million for the six months ended June 30, 2026 from $6.8 million for the six months ended June 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the second quarter of 2025.

The following table presents a reconciliation of our net cash provided by operations from our net loss for the six months ended June 30, 2026 and 2025 (dollars in thousands):

Six months ended June 30, Change

2026 2025 $ %

Cash, cash equivalents and restricted cash, beginning of period $ 108,452 $ 74,095 $ 34,357 46.4 %

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)

Net cash provided by (used in) operating activities 30,620 (13,177) 43,797 nm

Net cash (used in) provided by investing activities (108,794) 76,144 (184,938) nm

Net cash provided by (used in) financing activities 272,098 (33,892) 305,990 nm

Cash, cash equivalents and restricted cash, end of period $ 302,376 $ 103,170 $ 199,206 nm

* nm - not meaningful

Cash Flows from Operating Activities

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.

Net cash provided by operating activities increased by $43.8 million for the six months ended June 30, 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, which did not recur in 2026, as well as growth in our SHOP segment.

Cash Flows from Investing Activities

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.

Net cash flows used in investing activities increased by $184.9 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to $98.0 million disbursed for the acquisition of two SHOP communities during the six months ended June 30, 2026 and $88.8 million aggregate proceeds received from the sale of 15 OMFs and three SHOP communities during the six months ended June 30, 2025.

Cash Flows from Financing Activities

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.

Cash flows provided by financing activities increased by $306.0 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to the $495.5 million cash received, net of offering costs, from the Offering in April 2026, partially offset by the $186.0 million full repayment of the Revolving Facility (as defined below) and $26.7 million paid to repurchase our preferred stock in 2026.

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 and potentially to holders of our common stock in the future.

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 12 months.

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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.

We expect to fund our future short-term operating liquidity requirements, including acquisitions and distributions to holders of Series A Preferred Stock, Series B Preferred Stock and common stock, through a combination of current cash on hand, net cash provided by our operating activities and property dispositions, future takedowns under our Revolving Facility, issuance of equity securities and potential new financings utilizing certain of our unencumbered properties.

In April 2026, we completed the Offering and used the net proceeds to fully repay the outstanding borrowings under our Revolving Facility, which in turn substantially increased our available liquidity.

As of June 30, 2026, we had $529.3 million of total liquidity, comprised of $283.6 million of undrawn and available capacity under the Revolving Facility (pursuant to the terms of the Credit Agreement) and $245.7 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).

As of June 30, 2026, our net debt leverage ratio (total debt net of cash and cash equivalents divided by total gross asset value) was approximately 26.8%.

Net debt totaled $611.2 million, which represents gross debt ($856.9 million) less cash and cash equivalents ($245.7 million).

Gross asset value totaled $2.3 billion, which represents total real estate investments, at cost ($2.3 billion) net of gross market lease intangible liabilities ($19.6 million).

Cumulative impairment charges are reflected within gross asset value.

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.

As of June 30, 2026, we had total gross borrowings of $856.9 million, at a weighted-average interest rate of 5.76% 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 5.69% 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.

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate on our total gross borrowings was 5.69% as of June 30, 2026.

As of June 30, 2026, the carrying value of our real estate investments, at cost was $2.3 billion, with $684.3 million of this asset value pledged as collateral for mortgage notes payable, $597.6 million of this asset value pledged to secure advances under our Fannie Mae Secured Debt and $870.4 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.

Unencumbered real estate investments, at cost as of June 30, 2026 were $126.0 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 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.

As of June 30, 2026, we had $375.0 million in mortgage notes payable outstanding, all of which are fixed-rate with a weighted-average annual interest rate of 5.53% and a weighted-average remaining term of 6.8 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.

As of June 30, 2026, $331.9 million was outstanding under our Fannie Mae Secured Debt, which bore interest at a weighted-average annual rate of 6.22% and had a weighted-average remaining term of 0.3 years.

Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate was 6.0% as of June 30, 2026.

All of the real estate assets pledged to secure borrowings under the Fannie Mae Secured Debt were released upon the prepayment of the Fannie Mae Secured Debt on August 3, 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.

As of June 30, 2026, we had zero 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 5.65% and had a weighted-average remaining term of 2.4 years as of June 30, 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 June 30, 2026.

On April 25, 2026, we used a portion of the net proceeds from the Offering to repay in full the $186.0 million of then outstanding indebtedness under the Revolving Facility.

On August 3, 2026, we recast the Credit Facilities by entering into an amended and restated credit agreement (the “2026 Credit Agreement”), which provides for, among other things, (i) increasing total lender commitments from $550 million to $1.2 billion, with the Revolving Facility increasing from $400 million to $750 million, the Term Loan increasing from $150 million to $300 million and a new $150 million delayed draw term loan facility being added, (ii) extending the maturity of the Revolving Facility and the Term Loan (including the delayed draw term loan) to August 2030 and August 2029, respectively, and (iii) reducing the applicable pricing for interest rates based on our corporate leverage ratio.

In connection with entering into the 2026 Credit Agreement, we also terminated the Fannie Mae Secured Debt and paid off the outstanding amount thereunder.

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 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.

As of June 30, 2026, we had six SOFR-based interest rate caps with an aggregate notional amount of $336 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 $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.

As SOFR has increased beyond 3.50%, we received cash payments of $0.6 million and $1.8 million during the six months ended June 30, 2026 and 2025, respectively.

Capital Expenditures

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.

During the six months ended June 30, 2026, our aggregate capital expenditures were $10.6 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 newly acquired communities and redevelopments or savings resulting from the sale of properties.

Subsequent Events

5 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 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.

Preferred Stock Tender Offer

In June 2026, we completed the tender offers for our Series A Preferred Stock and Series B Preferred Stock for $22.50 per share in cash.

556,454 shares of Series A Preferred Stock and 566,229 shares of Series B Preferred Stock were properly tendered for an aggregate purchase price of approximately $25.3 million, excluding fees and expenses relating to the tender offer.

The tendered shares were retired, which reduced the authorized share counts.

Upon completion of the tender offer, 3,289,061 shares of Series A Preferred Stock and 2,850,427 shares of Series B Preferred Stock remained outstanding as of June 30, 2026.

Commitments and Contingencies

5 unchanged sentences

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.

In mid-2020, we ceased regular cash dividends on our shares of common stock.

We issued stock dividends to the shareholders from October 2020 until January 2024.

1 unchanged sentence

The number of shares issued with each dividend was based on the estimated per-share net asset value in effect on the applicable date.

On July 1, 2026, our Board of Directors declared a quarterly dividend of $0.075 per share on our common stock (including the Class A Common Stock).

The dividend was paid in cash on July 30, 2026 to holders of record as of the close of business on July 15, 2026.

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”).

2 unchanged sentences

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.

Our ability to pay distributions on our Series A Preferred Stock, Series B Preferred Stock, Series A Preferred Units, common OP units, LTIP units and common stock (including the Class A Common Stock) 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.

On August 5, 2026, we announced the full redemption of our Series A Preferred Stock and Series B Preferred Stock for $25.00 per share at par for approximately $153.5 million in total (excluding accrued dividends and transaction costs), with the redemption dates being September 4, 2026 and October 6, 2026, respectively.

As of August 5, 2026, there were 3,289,061 shares of Series A Preferred Stock and 2,850,427 shares of Series B Preferred Stock issued and outstanding.

Non-GAAP Financial Measures

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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 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);

(i) acquisition and transaction related costs;

(ii) termination fees to related parties;

1 unchanged sentence

(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;

(v) casualty-related charges, net relating to significantly disruptive events that are infrequent in nature;

(vi) gains and losses on extinguishment of debt;

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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)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss attributable to common stockholders $ (8,141) $ (24,189) $ (15,744) $ (29,208)

Depreciation and amortization related to real estate assets 16,402 17,127 32,808 39,408

7 unchanged sentences

Casualty-related charges, net 7 7 149 122

Gain on extinguishment of debt — (257) — (257)

Normalizing items related to non-controlling interests (7) (13) (11) (32)

Other normalizing items 21 — 21 —

Normalized NFFO attributable to common stockholders $ 10,867 $ 6,399 $ 18,402 $ 10,131

(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.

(1) For the three and six months ended June 30, 2026 and the six months ended June 30, 2025, include 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 SHOP communities 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 SHOP communities, 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.

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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 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%.

As of June 30, 2026, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 3.5%.

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.

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Although most of our leases with tenants in our OMF segment contain rent escalation provisions, these rates are generally below the current rate of inflation.

In addition to base rent, depending on the specific lease, OMF 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.

increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases.

Property operating and maintenance expenses include common area maintenance costs, real estate taxes and insurance.

3 unchanged sentences

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