# National Health Investors Inc: Form 10-Q for the period ended Jun 30, 2025

- Company: [National Health Investors Inc](/companies/nhi.md) (CIK 877860)
- Form: 10-Q
- Filed: 2025-08-06
- Accepted by EDGAR: Aug 6, 2025, 16:11 ET
- Period: 2025-06-30
- Accession: 0000877860-25-000135
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/877860/000087786025000135/nhi-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/877860/000087786025000135/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $14.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $28.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $15.0m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $29.3m | us-gaap:InterestExpense |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $37.0m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $71.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.79 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.53 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.79 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $1.54 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 46,822,465 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 46,350,498 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $106.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $83.1m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2025-06-30 | $18.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $2.70bn | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $1.20bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $1.48bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 95,037 characters.

Unless the context otherwise requires, references throughout this Quarterly Report on Form 10-Q to “NHI” or the “Company” include National Health Investors, Inc., and our consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, portions of this Quarterly Report on Form 10-Q have been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National Health Investors, Inc. and our consolidated subsidiaries and not any other person.

#### Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q and other materials we have filed or may file with the SEC, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may,” “will,” “should,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” “projects,” “target,” “likely” and other similar expressions, are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in forward-looking statements as a result of factors including, but not limited to, the following:

- We depend on the operating success of our property managers, tenants and borrowers and if their financial condition or business prospects deteriorate, our financial condition and results of operations could be adversely affected;
- We are exposed to the risk that our property managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;
- A small number of tenants in our portfolio account for a significant percentage of the rent we expect to generate from our portfolio, and the failure of any of these tenants to meet their obligations to us could materially and adversely affect our business, financial condition and results of operations;
- Actual or perceived risks associated with pandemics, epidemics or outbreaks have had and may in the future have a material adverse effect on our property managers’, tenants’ and borrowers’ business and results of operations;
- A member of our board of directors is also the chairperson of the board of directors of National HealthCare Corporation (“NHC”), and his interests may differ from those of our stockholders;
- We are exposed to risks related to governmental regulation and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on our tenants’ and borrowers’ business;
- We are exposed to the risk that the cash flows of our property managers, tenants and borrowers may be adversely affected by increased liability claims and liability insurance costs;
- We are exposed to the risk that we may not be fully indemnified by our property managers, tenants and borrowers against future litigation;
- We depend on the success of property development and construction activities, which may fail to achieve the operating results we expect;
- We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;
- Our investments are concentrated in healthcare properties;
- We are subject to risks related to our investment with Life Care Services for Timber Ridge, an entrance-fee continuing care retirement community (“CCRC”), associated with Type A benefits offered to the residents of the CCRC and the related accounting requirements;
- We are exposed to risks associated with our investments in Timber Ridge OpCo, LLC (“Timber Ridge Opco”), including our lack of sole decision-making authority, our reliance on the financial condition of other interests and related healthcare operations of the entity;
- Inflation and increased interest rates may adversely affect our financial condition and results of operations;
- Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, results of operations, or prospects;
- Adverse geopolitical developments could have a material adverse impact on our business;
- We are exposed to operational risks with respect to our Senior Housing Operating Portfolio (“SHOP”) structured communities;
- A cybersecurity incident or other form of data breach involving Company information could cause a loss of confidential consumer and other personal information, give rise to remediation and other expenses, expose us to liability under privacy and security and consumer protection laws, subject us to federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business;
- We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous substances;
- We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change;
- We depend on the success of our future acquisitions and investments;
- We depend on our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;
- Competition for acquisitions may result in increased prices for properties;
- We depend on our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave;
- We are exposed to the risk that our assets may be subject to impairment charges;
- Our ability to raise capital through equity sales is dependent, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business, or other factors we do not control, could negatively impact such market price and availability of equity capital;
- Settlement provisions contained in any forward sales agreements we may have entered into could result in substantial dilution to our earnings per share or result in substantial cash payment obligations;
- In case of our bankruptcy or insolvency, any forward sales agreements in effect will automatically terminate, and we would not receive the expected proceeds from such forward sale of shares of our common stock;
- The United States (“U.S.”) federal income tax treatment of the cash that we might receive from cash settlement of our forward sales agreements is unclear and could jeopardize our ability to meet the real estate investment trust (‘REIT”) qualification requirements;
- We may need to refinance existing debt or incur additional debt in the future, which may not be available on terms acceptable to us;
- We have covenants related to our indebtedness which impose certain operational limitations, and a breach of those covenants could materially adversely affect our financial condition and results of operations;
- Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital;
- We rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future investments necessary to grow our business or meet maturing commitments;
- We depend on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt used to finance those investments bears interest at variable rates, which subjects us to interest rate risk;
- We depend on the ability to continue to qualify for taxation as a REIT for U.S. federal income tax purposes;
- There are no assurances of our ability to pay dividends in the future;
- Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments, which could materially hinder our performance;
- Our ownership of and relationship with any taxable REIT subsidiary (“TRS”) that we have formed or will form will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax;
- Actions of activist investors could be disruptive and potentially costly and the possibility that activist investors may seek changes that conflict with our strategic direction could cause uncertainty about the strategic direction of our business;
- Legislative, regulatory, or administrative changes could adversely affect us or our security holders;
- Adverse economic effects from international trade disputes (including threatened or implemented tariffs imposed by the United States and threatened or implemented tariffs imposed by foreign countries in retaliation) or similar events impacting economic activity could have a material adverse effect on our results of operations;
- We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders; and
- We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.

See “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, and the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q for a further discussion of these risks and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent therein. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of and / or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, and / or cash flows could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, occur. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of the dates made. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

#### Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT specializing in sale- leaseback, joint venture and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and SHOP. Our Real Estate Investments segment consists of real estate investments, leases, and mortgage and other notes receivable related to independent living facilities (“ILFs”), assisted living facilities (“ALFs”), entrance-fee communities (“EFCs”), senior living campuses (“SLCs”), skilled nursing facilities (“SNFs”) and hospitals (“HOSPs”). We fund our investments primarily through: (1) operating cash flows, (2) debt offerings, including revolving lines of credit and term loans, both unsecured and secured, and (3) sales of equity securities. Our SHOP segment is comprised of two ventures that own the operations of 15 ILFs that provide residential living and other services for residents and are operated on behalf of us by third-party property managers pursuant to the terms of separate management agreements. The third-party property managers, or related parties of the property managers, own equity interests in the respective ventures.

#### Real Estate Investments Portfolio

As of June 30, 2025, we had investments in real estate properties and mortgage and other notes receivable involving 197 facilities located in 32 states. These investments, comprised of 125 senior housing communities (“SHO”), 70 SNFs and two HOSPs, representing an aggregate gross carrying value of $2.7 billion, are rented under primarily triple-net leases to 31 tenants, and $270.4 million in aggregate carrying value of mortgage and other notes receivable investments, excluding credit loss reserves of $17.5 million due from 17 borrowers.

We classify all of the properties in our Real Estate Investments segment as either senior housing or medical facilities. Because our tenant leases represent different underlying revenue sources and result in differing credit risk profiles, we further classify our senior housing properties as either need-driven (ALFs and SLCs) or discretionary (ILFs and EFCs).

*Senior Housing – Need-Driven* includes ALFs and SLCs which primarily attract private payment for services from residents who require assistance with activities of daily living. Need-driven properties are subject to regulatory oversight.

*Senior Housing – Discretionary* includes ILFs and EFCs which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted multi-family community that offers social programs, meals, housekeeping, and in some cases, access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for this type of community and the strength of the housing market.

*Medical Facilities* within our Real Estate Investments segment receive payment primarily from Medicare, Medicaid and health insurance. These properties include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine, or rehabilitation services. Medical properties are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

#### Senior Housing Operating Portfolio

As of June 30, 2025, our SHOP segment was comprised of two consolidated ventures that own the underlying independent living operations of 15 ILFs located in eight states, with a combined total of 1,732 units. These ventures are consolidated in our financial statements, structured to comply with REIT requirements and utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties owned by each of the SHOP ventures are operated by third-party property managers in exchange for a management fee from us, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are related to our triple-net tenant leases. However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the property managers to set appropriate resident fees and to operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations.

The following tables summarize information as of and for the six months ended June 30, 2025 related to our investments portfolio, excluding $2.6 million for our corporate office and a credit loss reserve of $17.5 million (*$ in thousands):*

| Real Estate Investments Portfolio: Real estate properties: Senior housing - need-driven: | Number of Properties | Number of Beds / Units | Net Operating Income1 (“NOI”) | % of Total NOI | Gross Investment |
| --- | ---: | ---: | ---: | ---: | ---: |
| Assisted living facilities | 87 | 4,821 | $43,224 | 28.3% | $1,032,550 |
| Senior living campuses | 10 | 1,229 | 8,378 | 5.4% | 250,482 |
| Total senior housing - need-driven | 97 | 6,050 | 51,602 | 33.7% | 1,283,032 |
| Senior housing - discretionary: |  |  |  |  |  |
| Independent living facilities | 7 | 846 | 3,278 | 2.1% | 100,419 |
| Entrance fee communities | 11 | 2,943 | 31,901 | 20.9% | 750,640 |
| Total senior housing - discretionary | 18 | 3,789 | 35,179 | 23.0% | 851,059 |
| Total senior housing | 115 | 9,839 | 86,781 | 56.7% | 2,134,091 |
| Medical facilities: |  |  |  |  |  |
| Skilled nursing facilities | 65 | 8,524 | 43,797 | 28.7% | 557,996 |
| Hospitals | 1 | 87 | 2,157 | 1.4% | 42,298 |
| Total medical facilities | 66 | 8,611 | 45,954 | 30.1% | 600,294 |
| Dispositions | — | — | 600 | 0.4% | — |
| Total real estate properties | 181 | 18,450 | 133,335 | 87.2% | 2,734,385 |
| Mortgage and other notes receivable: |  |  |  |  |  |
| Senior housing - need-driven | 9 | 655 | 3,689 | 2.4% | 83,587 |
| Senior housing - discretionary | 1 | 251 | 1,219 | 0.8% | 32,700 |
| Skilled nursing facilities | 5 | 611 | 1,609 | 1.1% | 31,643 |
| Hospitals | 1 | 36 | 690 | 0.5% | 21,487 |
| Other notes | — | — | 5,354 | 3.5% | 100,987 |
| Note payoffs | — | — | 28 | —% | — |
| Total mortgage and other |  |  |  |  |  |
| notes receivable | 16 | 1,553 | 12,589 | 8.3% | 270,404 |
| **SHOP Portfolio:** |  |  |  |  |  |
| Independent living facilities | 15 | 1,732 | 6,907 | 4.5% | 360,840 |
| Total portfolios | 212 | 21,735 | $152,831 | 100.0% | $3,365,629 |

1 Amounts exclude non-segment NOI and corporate NOI

| Portfolio Summary: | Number of Properties | NOI1 | % of Total NOI | Gross Investment |
| --- | ---: | ---: | ---: | ---: |
| Real estate investments | 181 | $133,335 | 87.2% | $2,734,385 |
| Mortgage and other notes receivable | 16 | 12,589 | 8.3% | 270,404 |
| SHOP | 15 | 6,907 | 4.5% | 360,840 |
| Total portfolio | 212 | $152,831 | 100.0% | $3,365,629 |
| **Portfolio by Operator Type:** |  |  |  |  |
| Public | 60 | $38,283 | 25.0% | $480,022 |
| National chain (privately owned) | 3 | 5,683 | 3.7% | 172,385 |
| Regional | 127 | 96,478 | 63.1% | 2,253,416 |
| Small | 7 | 4,852 | 3.3% | 98,966 |
| Dispositions | — | 600 | 0.4% | — |
| Current year note payoffs | — | 28 | —% | — |
| Total real estate investments portfolio | 197 | 145,924 | 95.5% | 3,004,789 |
| SHOP portfolio | 15 | 6,907 | 4.5% | 360,840 |
| Total portfolio | 212 | $152,831 | 100.0% | $3,365,629 |

1 Amounts exclude non-segment NOI and corporate NOI

The following table provides a summary based on geographic concentrations of our NOI, excluding non-segment NOI and corporate NOI (*$ in thousands):*

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| South Carolina | $18,462 | $17,514 |
| Texas | 16,098 | 15,746 |
| Florida | 13,611 | 13,558 |
| North Carolina | 11,881 | 5,752 |
| Tennessee | 9,706 | 9,963 |
| All others | 83,073 | 77,458 |
| Total | $152,831 | $139,991 |

The operators of facilities in our Real Estate Investments portfolio that provided 3% or more individually, and 55% collectively, of our total revenues for the six months ended June 30, 2025 were: Bickford Senior Living (“Bickford”); Encore Senior Living; Health Services Management; NHC; Senior Living Communities, LLC (“Senior Living”); Spring Arbor Senior Living (“Spring Arbor”) and The Ensign Group.

As of June 30, 2025, our average effective annualized NOI for leased properties in our Real Estate Investments segment was $10,087 per bed for SNFs, $13,395 per unit for SLCs, $18,950 per unit for ALFs, $7,437 per unit for ILFs, $21,687 per unit for EFCs and $49,434 per bed for HOSPs. As of June 30, 2025, our average effective annualized NOI for our SHOP segment was $8,824 per unit.

Substantially all of our revenues and sources of cash flows from operations are related to rent paid under operating leases for real estate, revenues from resident agreements and interest income from mortgage and other notes receivable. These revenues are the primary sources of liquidity to fund our distributions to stockholders, the amounts of which depend on the performance of the operators and property managers of our facilities. Operating difficulties experienced by our operators and property managers could have a material adverse effect on their ability to meet financial and other contractual obligations to us, and therefore may negatively impact our results of operations. We monitor each operator’s performance through periodic reviews of operating results and covenant compliance for each facility and through property inspections, among other activities.

#### New Tax Legislation

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Internal Revenue Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

#### Recent Investments Activity

#### Asset Acquisitions

During the six months ended June 30, 2025, we completed the following real estate acquisitions within our Real Estate Investments segment *($ in thousands):*

| Operator | Period | Number of Properties | Asset Class | Land | Buildings and Improvements | Total |
| --- | --- | ---: | --- | ---: | ---: | ---: |
| Generations, LLC | Q1 2025 | 1 | SLC | $3,062 | $18,138 | $21,200 |
| Mainstay Healthcare1 | Q1 2025 | 1 | ALF | 2,864 | 5,736 | 8,600 |
| Juniper Communities, LLC | Q1 2025 | 1 | ALF | 4,154 | 42,130 | 46,284 |
| Agemark Senior Living | Q2 2025 | 6 | ALF | 7,461 | 56,039 | 63,500 |
|  |  |  |  | $17,541 | $122,043 | $139,584 |

1 This property was acquired in a deed in lieu of foreclosure transaction with Senior Living Management to satisfy the repayment of its $10.0 million mortgage with us. See “Cash Basis Tenants” below.

In January 2025, we acquired a 108-unit assisted living and memory care community in Montrose, Colorado. The acquisition price was $21.2 million, including $0.2 million in closing costs. The property is leased pursuant to a 10-year triple-net lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%.

In March 2025, we acquired a 120-unit assisted living and memory care community in Bergen County, New Jersey. The acquisition price was $46.3 million, including $0.3 million in closing costs. The property is leased pursuant to a 15-year triple-net lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%. The lease includes a $0.8 million capital improvement commitment, which will be added to the respective lease base, if funded.

In April 2025, we acquired a portfolio of six memory care communities located in Nebraska for a total purchase price of $63.5 million, including $0.3 million in closing costs. The portfolio of properties is leased pursuant to a 15-year triple-net master lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%.

#### Vizion Health Loan Amendment

In March 2025, we amended a mezzanine loan agreement with affiliates of Vizion Health providing for additional funding of $5.4 million. The outstanding principal balance of the loan was $17.7 million as of June 30, 2025. The amendment to the loan agreement provides for an annual interest rate of 9.2% as of June 30, 2025 and a maturity date in May 2028.

#### Construction Loan

In May 2025, we entered into an agreement to fund up to $28.0 million for the development of an 84-unit assisted living and memory care facility in Wyoming, Michigan to be operated by Encore Senior Living. The loan agreement provides for an annual interest rate of 9.0% and a maturity date in April 2030. As of June 30, 2025, no amounts have been drawn on this loan.

#### Senior Living Management

In May 2025, we received $2.5 million as a partial repayment of the unsecured loan due from Senior Living Management (“SLM”) that is classified as non-performing. This repayment resulted in a $1.3 million reduction of the credit loss reserve on this loan and the related credit loss expense in the second quarter of 2025. The remaining principal amount due on this loan was $12.0 million as of June 30, 2025.

#### Third Quarter of 2025 Investments Activity

Effective August 1, 2025, we entered into a lease termination agreement for our triple-net master lease with a related party of Discovery for a portfolio of six senior housing properties held in the consolidated real estate partnership with Discovery Senior Housing Investor XXIV, LLC, which requires the Discovery tenant to pay us approximately $3.3 million. We recorded a $9.0 million write off of the related straight-line rent receivable in the third quarter of 2025. Additionally, on August 1, 2025, we purchased the remaining 2.0% noncontrolling equity interest in the real estate partnership for a nominal amount.

Concurrently with the activities above, we transitioned this portfolio from our Real Estate Investments segment into our SHOP segment under a management agreement with a new operator. Reference Note 5 to the condensed consolidated financial statements included in this report for additional information. The aggregate net carrying value of these real estate properties was $125.7 million on our condensed consolidated balance sheet as of June 30, 2025. We recognized rental income of $1.2 million and $2.8 million during the three and six months ended June 30, 2025, respectively, and $1.5 million and $3.1 million during the three and six months ended June 30, 2024, respectively, in our condensed consolidated statements of income related to this triple-net master lease.

Also, effective August 1, 2025, we terminated a triple-net lease with an affiliate of Discovery for an ILF in Tulsa, Oklahoma. We recorded a $3.2 million write off of the related straight-line rent receivable in the third quarter of 2025. Concurrently with the termination, we transitioned this property from our Real Estate Investments segment to the existing Discovery venture in our SHOP segment. Reference Note 5 for additional information. As of June 30, 2025, the net carrying value of this property was $28.0 million on our condensed consolidated balance sheet. We recognized rental income of $0.7 million and $1.4 million during the three and six months ended June 30, 2025, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2024, respectively, in our condensed consolidated statements of income related to this triple-net lease.

#### Tenant Leases

Our tenant leases are typically structured as triple-net leases and relate to single-tenant properties having an initial lease term of 10 to 15 years with one or more five-year extension options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the six months ended June 30, 2025, we did not have any significant renewing or expiring leases. Most of our existing leases contain annual rent escalators. For financial statement purposes, rental income is recognized on a straight-line basis over the respective term of the lease.

#### Tenant Purchase and Sale Agreement

We lease a senior living community that is subject to an outstanding purchase and sale agreement for the tenant to acquire the property for approximately $39.0 million. The purchase and sale agreement, as amended, expires in October 2025. The property was classified as a held and used asset on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. During each of the three and six months ended June 30, 2025 and 2024, we recognized $0.7 million and $1.4 million, respectively, of rental income related to the existing triple-net lease at this property, which expires in July 2027. The property will be reclassified to assets held for sale when the sale becomes probable, including when the tenant demonstrates its ability to obtain sufficient financing to close on the sale of the property within the terms of the purchase and sale agreement. As of June 30, 2025, the net carrying value of this real estate property was $18.8 million on our condensed consolidated balance sheet.

#### Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased properties at a fixed base price, a fixed base price plus a specified share in any appreciation of the property or a fixed minimum internal rate of return on our investment. As of June 30, 2025, tenants had purchase options on four of our properties, representing an aggregate net carrying value of $76.0 million, which have individual exercise dates between 2028 and 2031. Rental income from these properties with tenant purchase options totaled $2.5 million and $5.0 million for the three and six months ended June 30, 2025, respectively, and $2.0 million and $3.8 million for the three and six months ended June 30, 2024, respectively.

We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed the respective net carrying values of the properties at the time of sale.

#### Tenant Concentrations

The following table presents information related to concentrations of tenants, or affiliates of tenants, in our Real Estate Investments segment that exceed 10% of our consolidated revenues, excluding $2.6 million for our corporate office, a credit loss reserve of $17.5 million and $360.8 million in real estate assets for the SHOP segment (*$ in thousands):*

|  | June 30, 2025 Asset Class | Real Estate Properties | Mortgages and Notes | Six Months Ended June 30, 2025 Revenues1 | % of Total | 2024 Revenues1 | % of Total |
| --- | --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Senior Living | EFC | $577,865 | $46,700 | $27,447 | 15% | $26,406 | 16% |
| Bickford | ALF | 429,495 | 16,017 | 21,318 | 12% | 20,691 | 12% |
| NHC | SNF | 133,770 | — | 20,614 | 11% | 20,836 | 13% |
| All others, net | Various | 1,593,255 | 207,687 | 76,622 | 43% | 66,369 | 40% |
| Escrow funds received from tenants for |  |  |  |  |  |  |  |
| property operating expenses | Various | — | — | 5,801 | 3% | 5,535 | 3% |
| Total tenant concentrations |  | $2,734,385 | $270,404 | 151,802 | 84% | 139,837 | 84% |
| Resident fees and services2 |  |  |  | 28,156 | 16% | 26,645 | 16% |
| Total revenues |  |  |  | $179,958 | 100% | $166,482 | 100% |

1 Amounts include interest income from mortgage and other notes receivable and rental income from real estate properties classified as assets held for sale.

2 There are no tenant concentration in revenues from resident fees and services because the related agreements are with individual residents.

For the six months ended June 30, 2025 and 2024, we recognized straight-line rent revenue of $(0.4) million and $(0.5) million, respectively, and interest income of $1.8 million and $1.8 million, respectively, related to our Senior Living investments. We recognized straight-line rent revenue of $0.3 million and $0.1 million related to NHC for the six months ended June 30, 2025 and 2024, respectively. We recognized interest income of $1.3 million and $1.4 million for the six months ended June 30, 2025 and 2024, respectively, related to our loans with Bickford. Reference Notes 3 and 4 to the condensed consolidated financial statements included in this report for additional information.

#### Senior Living

As of June 30, 2025, we leased ten retirement communities to Senior Living. We have provided a $15.0 million revolving line of credit to Senior Living whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units at existing facilities. The revolver matures in December 2031, which is also when the Senior Living leases mature. As of June 30, 2025, the outstanding balance on the revolver was $14.0 million and bore an annual interest rate of 8.0%.

#### Bickford

As of June 30, 2025, we leased 38 facilities to Bickford under four master leases. Bickford has been on the cash basis of revenue recognition since the second quarter of 2022 based upon information we obtained from Bickford regarding its financial condition that has raised substantial doubt as to its ability to continue as a going concern.

#### NHC

The master lease for the three ILFs and 32 SNFs leased to NHC expires on December 31, 2026. The master lease contains two five-year extension options at a fair market rental value as negotiated between the parties. We have engaged Blueprint Healthcare Real Estate Advisors, a national advisory firm focused on skilled nursing and senior housing, to assist with underwriting, diligence, and market analysis with respect to the master lease renewal.

#### Cash Basis Tenants

We had two tenants, including Bickford, on the cash basis of accounting for revenue recognition during the three and six months ended June 30, 2025 for their leasing arrangements with us based on our assessment of each tenant’s ability to satisfy its contractual obligations under the terms of the respective leases. During the three and six months ended June 30, 2024, we had three tenants, including Bickford, on the cash basis of accounting for revenue recognition related to their leasing arrangements with us.

Lease payments received from cash basis tenants were as follows (*$ in thousands):*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Bickford | $9,993 | $9,946 | $19,977 | $19,310 |
| All others | 1,482 | 5,142 | 2,962 | 7,544 |
| Total | $11,475 | $15,088 | $22,939 | $26,854 |

#### Bickford

Reference the section on “Tenant Concentrations” above.

#### Senior Living Management

SLM was a cash basis tenant from 2022 until January 1, 2025 when the remaining two properties leased to SLM were transitioned to a new operator who had been serving as the interim manager of the properties. Concurrently with this transaction, we executed a 15-year triple-net master lease with the new operator, which includes two five-year extension options. This master lease has approximately $1.1 million in annual contractual lease payments with fixed annual escalators of 2.0%.

In February 2025, we acquired an assisted living facility in Oviedo, Florida upon the execution of a deed in lieu of foreclosure agreement in settlement of a $10.0 million non-performing mortgage with SLM. Reference Note 4 for additional information on the note receivable. We recorded the acquired real estate property at its estimated fair value of $8.6 million, which represented the net carrying value of the mortgage at the time of closing of the deed in lieu of foreclosure transaction. Concurrently, we executed a new lease of the acquired property with the operator who was serving as the interim manager of the property. This lease has approximately $0.7 million in annual contractual lease payments.

#### Occupancy

The following table summarizes the average portfolio occupancy for Senior Living, Bickford and SHOP for the periods indicated, excluding any development properties operating less than 24 months, notes receivable and properties transitioned to new tenants or disposed.

|  | Number of Properties | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Senior Living | 10 | 82.8% | 83.1% | 83.0% | 83.8% | 84.3% | 83.9% |
| Bickford | 38 | 85.8% | 85.4% | 86.2% | 87.3% | 85.0% | 85.2% |
| SHOP | 15 | 85.3% | 87.0% | 88.6% | 89.4% | 89.2% | 89.1% |

#### Tenant Monitoring

Our operators report to us the results of their operations on a periodic basis, which we in turn subject to further analysis as a means of monitoring potential credit risks within our portfolio. We have identified EBITDARM, which is calculated as earnings before interest, taxes, depreciation, amortization, rent and management fees, as a primary performance measure for our tenants, based on results they have reported to us. We believe EBITDARM is useful in our most fundamental analyses, as it is a property-level measure of an operator’s success, by eliminating the effects of the operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization), and expenses that are dependent on its level of success (income taxes), and also excluding the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to our lease payment. For operators of our EFCs, our calculation of EBITDARM includes other cash flow adjustments typical of the industry which may include, but are not limited to, net cash flows from entrance fees, amortization of deferred entrance fees, adjustments for tenant rent obligations, and management fee true-ups. The eliminations and adjustments reflect covenants in our leases and provide a comparable basis for assessing our various relationships.

We believe that EBITDARM is a useful way to analyze the cash potential of a group of assets. From EBITDARM, we calculate a coverage ratio (EBITDARM / cash rent) measuring the ability of the operator to meet its monthly obligations. In addition to EBITDARM and the coverage ratio, we rely on a careful balance sheet analysis and other analytical procedures to help us identify potential areas of concern relative to our operators’ ability to generate sufficient liquidity to meet their obligations, including their obligation to continue to pay the amount due to us. Typical among our operators is a varying lag in reporting to us the results of their operations. Across our portfolio, however, our operators report their results, typically within either 30 or 45 days and at the latest, within 90 days of month’s end. For computational purposes, we exclude mortgage and other notes receivable, and development and lease-up properties that have been in operation less than 24 months. For stabilized acquisitions in the portfolio less than 24 months and renewing leases with changes in scheduled rent, we include pro forma cash rent. Same-store portfolio coverage, when presented herein, excludes properties that have transitioned operators in the past 24 months or assets subsequently sold except as noted.

The results of our coverage ratio analysis are presented below on a trailing 12-month basis as of March 31, 2025 and 2024 (the most recent periods available):

| Real Estate Investments Portfolio1 Property Type: | Senior Housing | SNF | Medical Non-SNF | Total |  |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Number of Properties: | 112 | 68 | 1 | 181 |  |  |
| Q1 2024 Coverage | 1.46x | 2.97x | 3.27x | 2.01x |  |  |
| Q1 2024 Occupancy | 84.5% | 81.9% | 80.4% | 83.2% |  |  |
| Q1 2025 Coverage | 1.54x | 3.04x | 2.72x | 2.06x |  |  |
| Q1 2025 Occupancy | 86.3% | 83.9% | 77.5% | 85.1% |  |  |
|  |  |  |  | Discretionary |  |  |
|  |  | Need-Driven |  | (Excluding |  | Medical |
|  | Need- | (Excluding |  | Senior |  | (Excluding |
| **Property Class:** | Driven | Bickford) | Discretionary | Living | Medical | NHC) |
| Number of Properties: | 98 | 60 | 14 | 5 | 69 | 34 |
| Q1 2024 Coverage | 1.35x | 1.17x | 1.60x | 1.84x | 2.98x | 2.20x |
| Q1 2024 Occupancy | 85.0% | 85.4% | 83.6% | 85.1% | 81.9% | 74.3% |
| Q1 2025 Coverage | 1.42x | 1.29x | 1.71x | 2.19x | 3.03x | 2.19x |
| Q1 2025 Occupancy | 86.5% | 86.8% | 86.0% | 88.6% | 83.8% | 78.0% |
|  |  | Senior |  |  |  |  |
| **Customers:** | NHC2 | Living | Bickford3 |  |  |  |
| Number of Properties: | 35 | 10 | 38 |  |  |  |
| Q1 2024 Coverage | 3.96x | 1.49x | 1.71x |  |  |  |
| Q1 2024 Occupancy | 88.2% | 81.9% | 84.2% |  |  |  |
| Q1 2025 Coverage | 4.16x | 1.49x | 1.66x |  |  |  |
| Q1 2025 Occupancy | 88.8% | 83.5% | 86.0% |  |  |  |

1 All tables are based on trailing 12-month data, excluding transitioned properties with cash-basis tenant leases, mortgage and other notes and development and lease-up properties operating less than 24 months, and including pro forma cash inflow from lease payments for stabilized acquisitions in the portfolio less than 24 months.

2 NHC Fixed Charge Coverage Ratio and displayed occupancies are shown at a consolidated level. The occupancies for the SNF portfolio are reported only based on data from NHC’s public filings.

3 Bickford’s coverages, including the pro forma impact of coverages at the increased rent, effective April 2024, are 1.66x and 1.55x for the trailing 12 months ended March 31, 2025 and 2024, respectively. Including the April 2024 rent increase and rent deferral repayments, Bickford’s pro forma coverages were 1.46x and 1.36x for the trailing 12 months ended March 31, 2025 and 2024, respectively.

Fluctuations in portfolio coverage are a result of market and economic trends, local market competition, and regulatory factors, as well as the operational success of our tenants. We use the results of individual leases to inform our decision making with respect to specific tenants, but trends described above by property type and operator bear analysis. For many of the affected operators, as is typical of our portfolio in general. We have security deposits in place and / or corporate guarantees should actual cash rental shortfalls eventually materialize. In certain instances, our operators may increase their security deposits with us in an amount equal to the coverage shortfall, and, upon subsequent compliance with the required lease coverage ratio, the operator would then be entitled to a full refund. The sufficiency of credit enhancements, such as tenant deposits and guarantees, as a protection against economic downturn are a focus as we monitor economic and financial conditions. The metrics presented in the tables above do not reflect the presence of these security deposits.

#### Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2024.

#### Impairment of Long-Lived Assets

During the three and six months ended June 30, 2025, we did not recognize any impairment charges. During each of the three and six months ended June 30, 2024, we recognized an impairment charge of $0.7 million on one property in our Real Estate Investments segment, which was reclassified to assets held for sale in the second quarter of 2024. This property was subsequently sold in the fourth quarter of 2024.

#### Write-downs of Real Estate Properties, Mortgage and Other Notes Receivable

In addition to inflation risk and the potential for increased interest rates, our tenants and borrowers experience periods of significant financial pressures and difficulties similar to those encountered by other healthcare operators. We have no significant intangible assets recognized on our condensed consolidated balance sheet as of June 30, 2025 that would require assessment for impairment.

We have established credit loss reserves of $17.5 million for estimated credit losses on our mortgage and other notes receivable and a liability of $0.1 million for estimated credit losses on unfunded loan commitments as of June 30, 2025. We evaluate these estimates on a quarterly basis and make adjustments based on current circumstances as considered necessary.

We believe that the net carrying amounts of our real estate properties are recoverable and that mortgage and other notes receivable, net of credit loss reserves, are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make significant adjustments to our carrying amounts. Reference Notes 3 and 4 to the condensed consolidated financial statements included in this report.

#### Results of Operations

The significant items affecting revenues and expenses are described below (*$ in thousands):*

| Revenues: Rental income: | Three Months Ended June 30, 2025 | 2024 | Variance $% |  |
| --- | ---: | ---: | ---: | ---: |
| ALFs leased to Spring Arbor | $2,496 | $— | $2,496 | NM |
| ALFs leased to Agemark Senior Living | 1,270 | — | 1,270 | NM |
| ALF leased to Juniper Senior Living | 920 | — | 920 | NM |
| SLC leased to Generations, LLC | 424 | — | 424 | NM |
| ALFs leased to Encore Senior Living | 2,248 | 1,454 | 794 | 54.6% |
| SNFs leased to Chancellor | 1,183 | 2,387 | (1,204) | (50.4)% |
| Other new and existing leases | 58,206 | 56,052 | 2,154 | 3.8% |
| Dispositions | 300 | 2,575 | (2,275) | (88.3)% |
|  | 67,047 | 62,468 | 4,579 | 7.3% |
| Straight-line rent adjustments | 1,034 | 1,213 | (179) | (14.8)% |
| Amortization of lease incentives | (725) | (723) | (2) | 0.3% |
| Escrow funds received from tenants for |  |  |  |  |
| property operating expenses | 2,914 | 2,802 | 112 | 4.0% |
| Total rental income | 70,270 | 65,760 | 4,510 | 6.9% |
| Resident fees and services | 14,217 | 13,390 | 827 | 6.2% |
| Interest income and other: |  |  |  |  |
| Capital Funding Group | 1,768 | 1,432 | 336 | 23.5% |
| The Sanders Trust, LLC | 430 | — | 430 | NM |
| Note payoffs | — | 247 | (247) | (100.0)% |
| Other new and existing mortgages and notes | 3,942 | 4,065 | (123) | (3.0)% |
| Total interest income | 6,140 | 5,744 | 396 | 6.9% |
| Other income | 35 | 76 | (41) | (53.9)% |
| Total revenues | 90,662 | 84,970 | 5,692 | 6.7% |
| Expenses: |  |  |  |  |
| Depreciation: |  |  |  |  |
| ALFs leased to Spring Arbor | 845 | — | 845 | NM |
| ALFs leased to Agemark Senior Living | 436 | — | 436 | NM |
| ALF leased to Juniper Senior Living | 344 | — | 344 | NM |
| Current year dispositions and assets held for sale | — | 161 | (161) | (100.0)% |
| Other new and existing real estate assets | 18,293 | 17,329 | 964 | 5.6% |
| Total depreciation | 19,918 | 17,490 | 2,428 | 13.9% |
| Interest | 15,001 | 14,854 | 147 | 1.0% |
| Senior housing operating expenses | 10,396 | 10,437 | (41) | (0.4)% |
| Legal | 1,095 | 165 | 930 | NM |
| Proxy contest and related expenses | 1,308 | — | 1,308 | NM |
| Taxes and insurance on leased properties | 2,914 | 2,802 | 112 | 4.0% |
| Loan and realty (gains) losses, net | (1,393) | 1,106 | (2,499) | NM |
| Other expenses | 6,368 | 4,917 | 1,451 | 29.5% |
| Total expenses | 55,607 | 51,771 | 3,836 | 7.4% |
| Gains on sales of real estate properties, net | 110 | 1,517 | (1,407) | (92.7)% |
| Gains from equity method investment | 1,524 | 236 | 1,288 | NM |
| Net income | 36,689 | 34,952 | 1,737 | 5.0% |
| Add: Net loss attributable to noncontrolling interests | 298 | 304 | (6) | (2.0)% |
| Net income attributable to stockholders | 36,987 | 35,256 | 1,731 | 4.9% |
| Less: Net income attributable to unvested restricted |  |  |  |  |
| stock awards | (49) | (29) | (20) | 69.0% |
| Net income attributable to common stockholders | $36,938 | $35,227 | $1,711 | 4.9% |

NM Not meaningful

Financial highlights for the three months ended June 30, 2025, compared to the same period of 2024, were as follows:

- Rental income increased $4.5 million, or 6.9%, primarily as a result of new investments funded since June 2024, partially offset by real estate properties disposed of since June 2024. Rent received from cash basis tenants decreased $3.6 million primarily due to a $2.5 million lump sum payment received in the prior year period. Reference Note 3 to the condensed consolidated financial statements included in this report.
- Escrow funds received for reimbursement of property operating expenses totaled $2.9 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024, and are reflected as a component of rental income. The related property operating expenses are recognized in taxes and insurance on leased properties in our condensed consolidated statements of income. The increase in the reimbursement income and corresponding property operating expenses is due to increased amounts received from tenants and expenses paid on their behalf.
- Resident fees and services, less senior housing operating expenses, increased $0.9 million, or 29.4%, primarily due to increased revenues from higher occupancy and revenue per occupied room in our SHOP segment in the current period. Reference Note 5 to the condensed consolidated financial statements included in this report.
- Interest income from mortgage and other notes receivable increased $0.4 million, or 6.9%, primarily due to new and existing loan fundings, net of paydowns on loans, since the end of the second quarter of 2024.
- Legal expenses increased $0.9 million primarily due to costs incurred in the current period related to the transition of real estate properties leased to Discovery into the SHOP segment which was completed on August 1, 2025. Reference Note 5 to the condensed consolidated financial statements included in this report.
- Proxy contest and related expenses represent proxy advisory costs incurred related to our response to a proxy campaign associated with our 2025 annual stockholders meeting. There were no similar costs incurred during the three months ended June 30, 2024.
- Loan and realty (gains) losses, net, was a net gain of $1.4 million for the three months ended June 30, 2025 compared to a net loss of $1.1 million in the three months ended June 30, 2024. The change of $2.5 million was primarily due to a reduction of $1.8 million in our credit loss reserves during the three months ended June 30, 2025, a real estate impairment charge of $0.7 million in the three months ended June 30, 2024 on one property in our Real Estate Investments segment and an increase of $0.5 million in our credit loss reserves in the three months ended June 30, 2024. There were no impairment charges incurred during the three months ended June 30, 2025.
- Other expenses increased $1.5 million primarily due to higher salaries and benefits costs, including an increase in share-based compensation expense of $0.4 million.
- Gains on sales of real estate properties, net, decreased $1.4 million, which was due to the disposition of two properties in the Real Estate Investments segment during the three months ended June 30, 2024.
- Gains from equity method investment increased $1.3 million due to an increase in the cash distributions received related to our Timber Ridge Opco investment during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Reference Note 6 to the condensed consolidated financial statements included in this report.

| Revenues: Rental income: | Six Months Ended June 30, 2025 | 2024 | Variance $% |  |
| --- | ---: | ---: | ---: | ---: |
| ALFs leased to Encore Senior Living | $4,473 | $2,737 | $1,736 | 63.4% |
| ALFs leased to Spring Arbor | 4,992 | — | 4,992 | NM |
| ALFs leased to Bickford | 19,977 | 19,178 | 799 | 4.2% |
| ALFs leased to Agemark Senior Living | 1,270 | — | 1,270 | NM |
| SNFs leased to Chancellor | 2,362 | 3,665 | (1,303) | (35.6)% |
| SLC leased to Generations, LLC | 777 | — | 777 | NM |
| ALF leased to Juniper Senior Living | 1,104 | — | 1,104 | NM |
| Other new and existing leases | 96,786 | 93,463 | 3,323 | 3.6% |
| Dispositions and assets held for sale | 600 | 3,910 | (3,310) | (84.7)% |
|  | 132,341 | 122,953 | 9,388 | 7.6% |
| Straight-line rent adjustments, new and existing leases | 2,444 | 905 | 1,539 | NM |
| Amortization of lease incentives | (1,450) | (1,446) | (4) | 0.3% |
| Escrow funds received from tenants for |  |  |  |  |
| property operating expenses | 5,801 | 5,535 | 266 | 4.8% |
| Total rental income | 139,136 | 127,947 | 11,189 | 8.7% |
| Resident fees and services | 28,156 | 26,645 | 1,511 | 5.7% |
| Interest income and other: |  |  |  |  |
| Capital Funding Group | 3,871 | 2,864 | 1,007 | 35.2% |
| The Sanders Trust, LLC | 690 | — | 690 | NM |
| Loan payoffs | 28 | 753 | (725) | (96.3)% |
| Other new and existing mortgages and notes | 8,000 | 8,068 | (68) | (0.8)% |
| Total interest income | 12,589 | 11,685 | 904 | 7.7% |
| Other income | 77 | 205 | (128) | (62.4)% |
| Total revenues | 179,958 | 166,482 | 13,476 | 8.1% |
| Expenses: |  |  |  |  |
| Depreciation: |  |  |  |  |
| ALFs leased to Spring Arbor | 1,690 | — | 1,690 | NM |
| ALFs leased to Agemark Senior Living | 436 | — | 436 | NM |
| ALF leased to Juniper Senior Living | 458 | — | 458 | NM |
| SHOP depreciation | 5,569 | 4,927 | 642 | 13.0% |
| Dispositions and assets held for sale | — | 409 | (409) | (100.0)% |
| Other new and existing assets | 30,922 | 29,659 | 1,263 | 4.3% |
| Total depreciation | 39,075 | 34,995 | 4,080 | 11.7% |
| Interest | 29,338 | 29,723 | (385) | (1.3)% |
| Senior housing operating expenses | 21,249 | 20,751 | 498 | 2.4% |
| Legal | 2,521 | 400 | 2,121 | NM |
| Proxy contest and related expenses | 1,572 | — | 1,572 | NM |
| Taxes and insurance on leased properties | 5,801 | 5,535 | 266 | 4.8% |
| Loan and realty (gains) losses, net | (1,407) | 1,116 | (2,523) | NM |
| Other expenses | 13,466 | 10,371 | 3,095 | 29.8% |
| Total expenses | 111,615 | 102,891 | 8,724 | 8.5% |
| Gains on sales of real estate properties, net | 224 | 1,617 | (1,393) | (86.1)% |
| Gains from equity method investment | 1,939 | 402 | 1,537 | NM |
| Net income | 70,506 | 65,610 | 4,896 | 7.5% |
| Add: Net loss attributable to noncontrolling interests | 646 | 593 | 53 | 8.9% |
| Net income attributable to stockholders | 71,152 | 66,203 | 4,949 | 7.5% |
| Less: Net income attributable to unvested restricted |  |  |  |  |
| stock awards | (101) | (61) | (40) | 65.6% |
| Net income attributable to common stockholders | $71,051 | $66,142 | $4,909 | 7.4% |

NM Not meaningful

Financial highlights for the six months ended June 30, 2025, compared to the same period in 2024, were as follows:

- Rental income increased $11.2 million, or 8.7%, primarily as a result of new investments funded since June 2024 partially offset by real estate properties disposed of since June 2024. Rent received from cash basis tenants decreased $3.9 million primarily due to a $2.5 million lump sum payment received in the prior year period. Reference Note 3 to the condensed consolidated financial statements included in this report.
- Escrow funds received for reimbursement of property operating expenses totaled $5.8 million for the six months ended June 30, 2025, compared to $5.5 million for the six months ended June 30, 2024, and are reflected as a component of rental income. The increase in the reimbursement income and corresponding property operating expenses is due to increased amounts received from tenants and expenses paid on their behalf.
- Resident fees and services less senior housing operating expenses increased $1.0 million, or 17.2%, primarily due to increased revenues from higher occupancy and revenues per occupied room in our SHOP segment in the current period. Reference Note 5 to the condensed consolidated financial statements included in this report.
- Interest income from mortgage and other notes receivable increased $0.9 million, or 7.7%, primarily due to new and existing loan fundings, net of paydowns on loans since the end of the second quarter of 2024.
- Legal expenses increased $2.1 million primarily from fees incurred related to a large SHOP transaction that did not materialize totaling $1.2 million and due to costs incurred in the current period related to the transition of real estate properties leased to Discovery into the SHOP segment which was completed on August 1, 2025. Reference Note 5 to the condensed consolidated financial statements included in this report.
- Proxy contest and related expense represent proxy advisory costs incurred related to our response to a proxy campaign associated with our 2025 annual stockholders meeting. There were no similar costs incurred during the six months ended June 30, 2024.
- Loan and realty (gains) losses, net, was a net gain of $1.4 million for the six months ended June 30, 2025 compared to a net loss of $1.1 million in the six months ended June 30, 2024. The change of $2.5 million was primarily due to a decrease in the credit loss reserve of $1.9 million in the six months ended June 30, 2025 and a real estate impairment charge of $0.7 million on one property in our Real Estate Investments segment in the prior year period.
- Other expenses increased $3.1 million for the six months ended June 30, 2025 as compared to the same period in the prior year primarily due to higher salaries and benefits costs, including a $0.8 million increase in share-based compensation expense, and due to the timing of $0.5 million in refunds of franchise taxes in the prior year period.
- Gains on sales of real estate properties, net, decreased $1.4 million for the six months ended June 30, 2025 as compared to the same period in the prior year primarily due to the sale of two properties in the prior year period.
- Gains from equity method investment increased $1.5 million due to an increase in the cash distributions received related to our Timber Ridge Opco investment during the six months ended June 30, 2025 as compared to the same period in the prior year. Reference Note 6 to the condensed consolidated financial statements included in this report.

#### Liquidity and Capital Resources

As of June 30, 2025, we had $322.0 million available to draw on our $700.0 million revolving credit facility, $18.6 million in unrestricted cash and cash equivalents, the ability to access $102.3 million of undrawn net proceeds through ATM forward sales agreements and the ability to access $315.8 million through the issuance of common stock under our at-the-market (“ATM”) equity program. In addition, we maintain an effective automatic shelf registration statement through which capital could be raised through the issuance of additional debt and / or equity securities.

#### Sources and Uses of Funds

Our primary sources of cash include lease payments from tenants, receipts from residents, principal and interest payments on mortgage and other notes, proceeds from the sales of real estate properties, net proceeds from offerings of equity securities and borrowings from our Credit Facility. Our primary uses of cash include principal and interest payments on our debt, new investments in real estate properties, mortgage and other notes, dividend distributions to our stockholders, operating expenses of our SHOP ventures and general corporate overhead expenses.

These sources and uses of cash are reflected in our condensed consolidated statements of cash flows included in this report and have been summarized below for the periods indicated (*$ in thousands):*

| Cash, cash equivalents and restricted cash | Six Months Ended June 30, 2025 | 2024 | Variance $% |  |
| --- | ---: | ---: | ---: | ---: |
| at the beginning of the period | $26,502 | $24,617 | $1,885 | 7.7% |
| Net cash provided by operating activities | 106,295 | 101,566 | 4,729 | 4.7% |
| Net cash used in investing activities | (123,785) | (29,544) | (94,241) | NM |
| Net cash provided by (used in) financing activities | 10,311 | (79,736) | 90,047 | NM |
| Cash, cash equivalents and restricted cash |  |  |  |  |
| at the end of the period | $19,323 | $16,903 | $2,420 | 14.3% |

NM Not meaningful

*Operating Activities –* Net cash provided by operating activities for the six months ended June 30, 2025 includes new investments completed, the SHOP ventures, lease payment collections arising from rent escalators on existing leases and interest payments on new real estate and note investments completed.

*Investing Activities –* Net cash used in investing activities for the six months ended June 30, 2025 was comprised primarily of $161.5 million of acquisitions of real estate properties, investments in mortgage and other notes and renovations to existing properties, partially offset by the collection of principal on mortgage and other notes receivable.

*Financing Activities –* Net cash provided by financing activities for the six months ended June 30, 2025 differed from the same period in 2024 primarily due to $123.5 million in proceeds from issuance of common shares, net, and a $28.3 million increase in net borrowings.

#### Debt Obligations

As of June 30, 2025, we had $1.1 billion of outstanding indebtedness. Reference Note 8 to the condensed consolidated financial statements included in this report for additional information about our debt instruments and reference Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” in this report for more details on the impact of interest rate risk.

*Revolving Credit Facility and Bank Term Loan -* We have a $700.0 million unsecured revolving credit facility (the “Credit Facility”), which was amended and restated in October 2024 to extend the maturity date from March 2026 to October 2028, which may be further extended by us pursuant to (i) one or both of the two six-month extension options or (ii) one 12-month extension option. Borrowings under the Credit Facility bear interest, at our election, at one of the following (a) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (b) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (c) the base rate plus a margin ranging from 0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (x) the agent’s prime rate, (y) the federal funds rate on such day plus 0.50% or (z) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. In addition, the Credit Facility requires a facility fee equal to 0.125% to 0.30%, based on our credit rating on the $700.0 million committed capacity, without regard to usage.

The Credit Facility requires that we calculate specified financial statement metrics and meet or exceed certain financial ratios, which are usual and customary in nature. These ratios are calculated quarterly and, as of June 30, 2025, we were within the required limits. The calculation of our leverage ratio involves intermediate determinations of our “total indebtedness” and of our “total asset value,” as defined in the Credit Facility.

We have a $200.0 million unsecured term loan (the “2025 Term Loan”) that bears interest at a variable rate which is SOFR-based with a margin determined according to our credit ratings plus a 0.10% credit spread adjustment. In April 2025, we exercised one of our two six-month options to extend the maturity date to December 2025.

Concurrently with the amendment and restatement of our Credit Facility, we amended the 2025 Term Loan to, among other things, modify the representations, covenants, financial covenants, and events of default to align with the same provisions in the Credit Facility.

As of June 30, 2025, the Credit Facility and 2025 Term Loan each bore interest at a rate of one-month Term SOFR (plus a 10 basis points (“bps”) credit spread adjustment), plus 105 bps and 125 bps, based on our debt ratings, or 5.44% on the Credit Facility and 5.67% on the 2025 Term Loan. The facility fee was 25 bps per annum. As of July 31, 2025, we had $405.0 million outstanding on our Credit Facility.

We have provided summary information in the table below on the current SOFR credit spread adjustments and facility fee for our Credit Facility and the 2025 Term Loan reflecting our ratings compliance based on the applicable margin for SOFR loans with a debt rating of BBB-/Baa3:

| Debt Ratings | SOFR Credit Spread Adjustments Credit Facility | Credit Facility Fee | 2025 Term Loan |
| --- | ---: | ---: | ---: |
| A+/A1 | 0.725% | 0.125% | 0.75% |
| A/A2 | 0.725% | 0.125% | 0.80% |
| A-/A3 | 0.725% | 0.125% | 0.85% |
| BBB+/Baa1 | 0.775% | 0.150% | 0.90% |
| BBB/Baa2 | 0.850% | 0.200% | 1.00% |
| BBB-/Baa3 | 1.050% | 0.250% | 1.25% |
| Lower than BBB-/Baa3 | 1.400% | 0.300% | 1.65% |

If our credit rating from at least two credit rating agencies is downgraded below “BBB-/Baa3,” our Credit Facility and 2025 Term Loan will be subject to defined increases in interest rates and fees.

*2031 Senior Notes* - In January 2021, we issued $400.0 million in aggregate principal amount of 3.00% senior notes that mature in February 2031 (the “2031 Senior Notes”) and pay interest semi-annually. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants, with which we were in compliance as of June 30, 2025.

*Fannie Mae Term Loans -* In the second quarter of 2025, we repaid 12 Fannie Mae term loans, including accrued interest, which totaled $75.7 million.

*Debt Maturities -* Reference Note 8 to the condensed consolidated financial statements included in this report.

*Credit Ratings -* Moody’s Investors Services reaffirmed its credit rating and a senior unsecured debt rating of Baa3 and “Stable” outlook on the Company on November 1, 2024. Fitch reaffirmed its public issuer credit rating of BBB- and “Stable” outlook on the Company on April 16, 2025 and S&P Global reaffirmed its BBB- rating and “Stable” outlook on the Company on October 16, 2024. Our unsecured private placement note agreements include a rate increase provision that is effective if any rating agency lowers our credit rating below investment grade and our compliance leverage increases to 50% or more. Any reduction in outlook or downgrade in our credit ratings from the rating agencies could negatively impact our costs of borrowings.

*Debt Metrics -* We believe that our fixed charge coverage ratio, which is the ratio of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding impairments of real estate properties and gains on dispositions) to fixed charges (interest expense at contractual rates, net of capitalized interest and principal payments on debt), and the ratio of consolidated net debt (debt less cash and cash equivalents) to Adjusted EBITDA are meaningful measures of our ability to service our debt. We use these two measures as a useful basis to compare the strength of our consolidated balance sheet with those of our peer group. We also believe our consolidated balance sheet gives us a competitive advantage when accessing debt markets.

Our fixed charge ratio was 5.0x for the six months ended June 30, 2025. See the calculation in the table under the heading “Adjusted EBITDA.” Giving effect to significant acquisitions, financings, dispositions and note payoffs on an annualized basis, our consolidated net debt to annualized Adjusted EBITDA ratio for the three months ended June 30, 2025 was as follows (*$ in thousands):*

|  |  |
| --- | ---: |
| Consolidated Total Debt | $1,118,835 |
| Less: Cash and cash equivalents | (18,640) |
| Consolidated Net Debt | $1,100,195 |
| Adjusted EBITDA | $70,348 |
| Annualized adjustment | 211,044 |
| Annualized impact of recent investments, dispositions and payoffs | — |
| Annualized Adjusted EBITDA | $281,392 |
| Consolidated Net Debt to Annualized Adjusted EBITDA | 3.9x |

#### Supplemental Guarantor Financial Information

Our $700.0 million Credit Facility, $200.0 million 2025 Term Loan, unsecured private placement notes with an aggregate principal amount of $150.0 million, and 2031 Senior Notes with an aggregate principal amount of $400.0 million are fully and unconditionally guaranteed on a senior unsecured basis by each of our subsidiaries, except for certain excluded subsidiaries (the “Guarantors”). The Guarantors are either owned or controlled by, or are affiliates of, the Company.

The following tables present summarized financial information for the Company and the Guarantors, on a combined basis after eliminating (i) intercompany transactions and balances among the Guarantors and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor *($ in thousands):*

|  | June 30, 2025 |
| --- | ---: |
| Real estate properties, net | $2,047,874 |
| Other assets, net | 362,065 |
| Note receivable due from non-guarantor subsidiary | 81,983 |
| Totals assets | $2,491,922 |
| Debt, net | $1,118,835 |
| Other liabilities | 78,862 |
| Total liabilities | $1,197,697 |
| Redeemable noncontrolling interest | $9,321 |
| Noncontrolling interests | $741 |

|  | Six Months Ended June 30, 2025 |
| --- | ---: |
| Revenues | $164,939 |
| Interest income on note due from non-guarantor subsidiary | 2,860 |
| Expenses | 102,683 |
| Gains from equity method investment | 1,939 |
| Gains on sales of real estate properties, net | 224 |
| Net income | $67,279 |
| Net income attributable to NHI and the subsidiary guarantors | $67,926 |

#### Equity

As of June 30, 2025, we had 47,473,160 shares of common stock outstanding with a market value of $3.3 billion. Total equity on our condensed consolidated balance sheets included in this report was $1.5 billion as of June 30, 2025.

*Dividends -* Our board of directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Taxable income is determined in accordance with the Internal Revenue Code (the “Internal Revenue Code”) and differs from net income for financial statements purposes that has been determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Our board of directors has historically directed the Company towards maintaining a strong consolidated balance sheet. Therefore, we consider the competing interests of short-term and long-term debt, interest rates, maturities and other terms, versus the higher cost of new equity, and we accept some level of risk associated with leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where the credit spread over our costs of equity and debt capital on a leverage neutral basis will generate sufficient returns to our stockholders. We do not expect to utilize borrowings to satisfy the payment of dividends and project that cash flows from operations will be adequate to fund dividends at the current rate.

We intend to comply with REIT dividend requirements that require us to distribute at least 90% of our annual taxable income for the year ended December 31, 2025 and thereafter. Historically, we have distributed at least 100% of our annual taxable income. Dividends declared for the fourth quarter of each fiscal year are paid by the end of the following January and are, with some exceptions, treated for tax purposes as having been paid in the fiscal year just ended as provided in Section 857(b)(9) of the Internal Revenue Code.

The following table summarizes dividends declared by our board of directors or paid by us for the periods indicated:

*Six Months Ended June 30, 2025*

| Date of Declaration | Date of Record | Date Paid or Payable | Quarterly Dividend Per Share |
| --- | --- | --- | ---: |
| November 1, 2024 | December 31, 2024 | January 29, 2025 | $0.90 |
| February 14, 2025 | March 31, 2025 | May 2, 2025 | $0.90 |
| May 2, 2025 | June 30, 2025 | August 1, 2025 | $0.90 |

*Six Months Ended June 30, 2024*

| Date of Declaration | Date of Record | Date Paid or Payable | Quarterly Dividend Per Share |
| --- | --- | --- | ---: |
| November 3, 2023 | December 29, 2023 | January 26, 2024 | $0.90 |
| February 16, 2024 | March 28, 2024 | May 3, 2024 | $0.90 |
| May 3, 2024 | June 28, 2024 | August 2, 2024 | $0.90 |

On August 5, 2025, our board of directors declared a $0.92 per common share dividend payable on October 31, 2025 to common stockholders of record as of September 30, 2025.

*Forward Equity Sales Agreements* - In the first quarter of 2025, we settled the remaining 1.0 million shares of common stock subject to our August 2024 forward equity sale agreement at a forward price of $68.21 per common share for aggregate proceeds of $65.5 million.

*Shelf Registration Statement -* We have an automatic shelf registration statement on file with the SEC that allows us to offer and sell to the public an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units at prices and on terms to be announced when and if such securities are offered. The details of any future offerings, along with the use of proceeds from any securities offered, will be described in a prospectus supplement or other offering materials, at the time of offering. Our shelf registration statement expires in March 2026.

*ATM Equity Program -* We maintain an ATM equity program which allows us to sell our common stock directly into the market. This program is governed by an ATM equity offering sale agreement which includes a forward sales provision that allows us to sell shares of our common stock to forward purchasers at a predetermined price at a future date. Pursuant to this agreement, we may sell up to an aggregate sales price of $500.0 million of our common stock.

In March 2025, we entered into ATM forward sales agreements with a financial institution to sell shares of our common stock which mature in the first quarter of 2026. Pursuant to these agreements, we sold 0.2 million shares on a forward basis at a weighted average price of $74.39 per common share, net of sales agent fees, which totaled $15.5 million. We did not receive any proceeds from the sale of shares of our common stock to the forward purchasers at the time of the sale.

In the second quarter of 2025, we settled 0.8 million shares of common stock, representing full settlement of the December 2024 and partial settlement of the March 2025 ATM forward sales agreements at a weighted average forward price of $74.71 per common share for aggregate proceeds of $58.0 million.

In June 2025, we entered into ATM forward sales agreements with a financial institution to sell shares of our common stock which mature in the second quarter of 2026. We sold 1.3 million shares on a forward basis at a weighted average price of $71.41 per common share, net of sales agent fees, which totaled $91.8 million. We did not receive any proceeds from the sale of shares of our common stock to the forward purchasers at the time of the sale.

As of June 30, 2025, we had 1.4 million remaining shares of common stock available under ATM forward sales agreements representing aggregate net proceeds of $102.3 million at a weighted average price of $71.03 per common share.

We use ATM equity program proceeds to rebalance our leverage in response to our acquisitions activity which keeps our options flexible for further expansion. We have historically used proceeds from the ATM equity program for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under our Credit Facility. We view our ATM equity program as an effective way to match-fund our smaller acquisitions by exercising control over the timing and size of transactions and achieving a more favorable cost of capital as compared to larger follow-on offerings.

#### Material Cash Requirements

As of July 31, 2025, we had $14.9 million in cash and cash equivalents on hand and $295.0 million of availability under our Credit Facility. Our expected material cash requirements for the twelve months ended June 30, 2026 and thereafter consist of long-term debt maturities, interest payments on our debt and contractually obligated expenditures. We expect to meet our short-term liquidity needs largely through cash generated from operations, borrowings under our Credit Facility (as discussed under the header “Credit Facility” above), settlements of ATM forward sales agreements and proceeds from the sale of real estate properties, although we may choose to seek alternative sources of liquidity. Should we have additional liquidity needs, we believe that we could access long-term financing in the debt and equity capital markets.

#### Contractual Obligations and Contingent Liabilities

As of June 30, 2025, our contractual payment obligations were as follows *($ in thousands):*

|  | Total | Less than 1 Year | 1 - 3 Years | 3 - 5 Years | More than 5 Years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Debt, including interest1 | $1,280,419 | $294,905 | $171,109 | $409,099 | $405,306 |
| Loan commitments | 72,720 | 41,109 | 31,611 | — | — |
| Development commitments | 15,867 | — | 15,867 | — | — |
| Total contractual obligations | $1,369,006 | $336,014 | $218,587 | $409,099 | $405,306 |

1 Interest was calculated based on the weighted average interest rate on our outstanding debt balances as of June 30, 2025. The calculation also includes a facility fee of 0.25%.

A summary of information related to our loan commitments as of June 30, 2025 follows (*$ in thousands):*

| Loan Commitments Carriage Crossing Senior | Asset Class | Type of Commitment | Total Commitments | Funded | Remaining |
| --- | --- | --- | ---: | ---: | ---: |
| Living Bloomington1 | SHO | Mortgage | $2,000 | $— | $2,000 |
| Encore Senior Living | SHO | Construction loan | 56,525 | (28,458) | 28,067 |
| Montecito Medical Real Estate | MOB | Mezzanine loan | 50,000 | (20,389) | 29,611 |
| Senior Living | SHO | Revolver loan | 15,000 | (14,000) | 1,000 |
| Senior Living Hospitality Group2 | SHO | Working capital | 5,000 | (3,976) | 1,024 |
| The Sanders Trust, LLC | HOSP | Construction loan | 27,720 | (21,702) | 6,018 |
| Timber Ridge OpCo | SHO | Working capital | 5,000 | — | 5,000 |
| Vizion Health | HOSP | Mezzanine loan | 18,102 | (18,102) | — |
| Total |  |  | $179,347 | $(106,627) | $72,720 |

1 Funding is contingent upon the operating performance of the facility

2 Formerly referred to as Watermark Retirement

Reference Note 9 to our condensed consolidated financial statements included in this report for additional information on our loan commitments. As provided above, the funded amount of loans does not include the effects of discounts or commitment fees.

The credit loss liability for our unfunded loan commitments was $0.1 million as of June 30, 2025 and is estimated using the same methodology as the one used for our funded mortgage and other notes receivable and based on the estimated amount that we expect to fund.

In the first quarter of 2024, our board of directors approved additional investments of up to $25.0 million for our existing leased properties in the Real Estate Investments segment. Projects that qualify for these funds are designed to assist the current tenants with improving the net operating results of the facilities. The base rent of these properties will increase as a result of these investments, generally at a lease rate of no less than 8.0% applied to the amount expended. Identification and oversight of qualified projects are within the control of our management. Funds are expected to be expended within two years of project approval.

A summary of information related to our development commitments as of June 30, 2025 follows (*$ in thousands):*

| Development Commitments | Asset Class | Type of Commitment | Total Commitments | Funded | Remaining |
| --- | --- | --- | ---: | ---: | ---: |
| Bickford1 | SHO | Renovation | $8,000 | $(2,713) | $5,287 |
| Juniper Communities, LLC | SHO | Renovation | 750 | — | 750 |
| Navion Senior Solutions1 | SHO | Renovation | 1,000 | (319) | 681 |
| Senior Living1 | SHO | Renovation | 10,000 | (4,234) | 5,766 |
| Spring Arbor | SHO | Renovation | 3,000 | — | 3,000 |
| William James Group, LLC1 | SHO | Renovation | 600 | (217) | 383 |
| Total |  |  | $23,350 | $(7,483) | $15,867 |

1 Qualified project funds as described above

A summary of information related to our contingencies for lease inducement as of June 30, 2025 follows (*$ in thousands):*

| Contingencies | Asset Class | Total Contingencies | Funded | Remaining |
| --- | --- | ---: | ---: | ---: |
| IntegraCare | SHO | $750 | $— | $750 |
| Navion Senior Solutions | SHO | 4,850 | (2,700) | 2,150 |
| Spring Arbor | SHO | 10,000 | — | 10,000 |
| Total |  | $15,600 | $(2,700) | $12,900 |

#### Litigation

Our facilities are subject to claims and potential lawsuits in the ordinary course of business. Such claims may include, among other things, professional liability and general liability claims, as well as regulatory proceedings related to our SHOP segment. Our property managers, tenants and borrowers have indemnified, and are obligated to continue to indemnify, us against all liabilities arising from the operation at the facilities and are further obligated to indemnify us against environmental or title issues affecting the real estate underlying the facilities. While there may be lawsuits pending against us and certain of the owners or tenants of our facilities, management believes that the ultimate resolution of all such pending proceedings will have no material adverse effect on our financial condition, results of operations or cash flows.

#### FFO and FAD

The supplemental performance measures described below may not be comparable to similarly titled measures used by other REITs. Consequently, our Funds From Operations (“FFO”), Normalized FFO and Normalized Funds Available for Distribution (“FAD”) may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of these measures, caution should be exercised when comparing our FFO, Normalized FFO and Normalized FAD to that of other REITs. These performance measures do not represent cash generated from operating activities in accordance with GAAP as they exclude the changes in operating assets and liabilities, and therefore should not be considered an alternative to net income as an indication of our performance or to net cash flows from operating activities, as determined in accordance with GAAP as a measure of liquidity, and are not necessarily indicative of cash available to fund cash needs.

#### Funds From Operations - FFO

Our FFO per diluted common share for the six months ended June 30, 2025 increased $0.06, or 2.6%, as compared to the six months ended June 30, 2024, primarily due to new investments completed since the second quarter of 2024, partially offset by dispositions of real estate properties. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is calculated using the two-class method with net income allocated to common stockholders and holders of unvested restricted stock awards by applying the respective weighted-average shares outstanding during each period. The calculation of FFO begins with net income attributable to common stockholders (computed in accordance with GAAP) and excludes gains or losses on sales of real estate properties, impairments of real estate properties, and real estate depreciation and amortization after adjusting for unconsolidated partnerships and joint ventures, if any. FFO per diluted common share attributable to common stockholders assumes the exercise of stock options and other potentially dilutive securities.

Our Normalized FFO per diluted common share for the six months ended June 30, 2025 increased $0.08, or 3.3%, over the same period in 2024. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but not limited to including, impairments of non-real estate assets, gains or losses attributable to the acquisition and disposition of non-real estate assets and liabilities and recoveries of previous write-downs.

FFO and Normalized FFO are important supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the realizable value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative and should be supplemented with a measure such as FFO. The term FFO was designed by the REIT industry to address this issue.

#### Funds Available for Distribution - FAD

Our Normalized FAD for the six months ended June 30, 2025 increased $4.2 million, or 8.1%, over the same period in 2024. In addition to the adjustments made to net income attributable to common stockholders that are included in the calculation of Normalized FFO, Normalized FAD excludes the impact of straight-line rent revenue, amortization of the original issue discount on our senior unsecured notes and amortization of debt issuance costs. We also adjust Normalized FAD for the net change in our credit loss reserves, non-cash share-based compensation expense, senior housing portfolio capital expenditures, as well as certain non-cash items related to our equity method investment, such as straight-line lease expense and amortization of purchase accounting adjustments. Normalized FAD for the six months ended June 30, 2025 includes an adjustment for transaction costs incurred related to a large SHOP transaction that did not materialize. Approximately $0.6 million of this adjustment related to amounts that were capitalized in other assets, net, on our consolidated balance sheet as of December 31, 2024. Normalized FAD for the six months ended June 30, 2024 included no equivalent costs.

Normalized FAD is an important supplemental performance measure for a REIT and a useful measure of liquidity as an indicator of our ability to distribute dividends to our stockholders. GAAP requires a lessor to recognize contractual lease payments as income on a straight-line basis over the expected term of the lease. This straight-line rent adjustment has the effect of reporting rental income that is significantly more or less than the contractual cash flows received pursuant to the terms of our lease agreements. GAAP also requires any discount or premium related to indebtedness and debt issuance costs to be amortized as non-cash adjustments to earnings.

The following table reconciles net income attributable to common stockholders, the most directly comparable GAAP financial measure to NAREIT FFO, Normalized FFO and Normalized FAD and provides supplemental information on basic and diluted earnings per share using these metrics *(in thousands, except share and per share amounts):*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net income attributable to common stockholders | $36,938 | $35,227 | $71,051 | $66,142 |
| Elimination of certain non-cash items in net income: |  |  |  |  |
| Real estate depreciation | 19,477 | 17,276 | 38,241 | 34,585 |
| Real estate depreciation related to noncontrolling interests | (414) | (411) | (827) | (822) |
| Gains on sales of real estate properties, net | (110) | (1,517) | (224) | (1,617) |
| Impairments of real estate properties | — | 654 | — | 654 |
| NAREIT FFO attributable to common stockholders | 55,891 | 51,229 | 108,241 | 98,942 |
| Non-cash write-off of straight-line rent receivable | — | — | — | 786 |
| Proxy contest and related expenses | 1,308 | — | 1,572 | — |
| Normalized FFO attributable to common stockholders | 57,199 | 51,229 | 109,813 | 99,728 |
| Straight-line rent revenue, net | (1,034) | (1,213) | (2,444) | (1,691) |
| Straight-line rent revenue, net, related to noncontrolling interests | (23) | (5) | (35) | (9) |
| Amortization of lease incentives | 725 | 723 | 1,450 | 1,446 |
| Amortization of lease incentives related to noncontrolling interests | (127) | (127) | (254) | (254) |
| Non-real estate depreciation | 441 | 214 | 834 | 410 |
| Non-real estate depreciation related to noncontrolling interests | (64) | (33) | (119) | (65) |
| Amortization of debt discount | 81 | 80 | 161 | 161 |
| Amortization of debt issuance costs | 859 | 793 | 1,753 | 1,533 |
| Adjustments related to equity method investment, net | (383) | (611) | (648) | (957) |
| Gains from equity method investment | (1,524) | (236) | (1,939) | (402) |
| Equity method investment capital expenditures | (156) | (66) | (281) | (133) |
| SHOP recurring capital expenditures | (382) | (442) | (744) | (971) |
| SHOP recurring capital expenditures related to |  |  |  |  |
| noncontrolling interests | 44 | 36 | 92 | 79 |
| Equity method investment non-refundable fees received | 623 | 299 | 933 | 579 |
| Notes receivable credit loss (benefit) expense | (1,393) | 452 | (1,407) | 462 |
| Non-cash share-based compensation expense | 1,071 | 686 | 3,629 | 2,842 |
| Transaction costs | — | — | 1,164 | — |
| Normalized FAD attributable to common stockholders | $55,957 | $51,779 | $111,958 | $102,758 |
| Basic: |  |  |  |  |
| Weighted average common shares outstanding | 46,691,953 | 43,397,080 | 46,206,225 | 43,392,961 |
| NAREIT FFO attributable to common stockholders per share | $1.20 | $1.18 | $2.34 | $2.28 |
| Normalized FFO attributable to common stockholders per share | $1.23 | $1.18 | $2.38 | $2.30 |
| Diluted: |  |  |  |  |
| Weighted average common shares outstanding | 46,822,465 | 43,563,654 | 46,350,498 | 43,494,103 |
| NAREIT FFO attributable to common stockholders per share | $1.19 | $1.18 | $2.34 | $2.27 |
| Normalized FFO attributable to common stockholders per share | $1.22 | $1.18 | $2.37 | $2.29 |

62

#### Adjusted EBITDA

We consider Adjusted EBITDA to be an important supplemental financial measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization, excluding impairments of real estate properties, and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods. These items include, but are not limited to, impairments of non-real estate assets, gains or losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs. Adjusted EBITDA also includes our proportionate share of an unconsolidated equity method investment presented on a similar basis. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies. EBITDA and Adjusted EBITDA reflect GAAP interest expense, which excludes amounts capitalized during the period.

The following table reconciles net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA (*$ in thousands):*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net income | $36,689 | $34,952 | $70,506 | $65,610 |
| Interest | 15,001 | 14,854 | 29,338 | 29,723 |
| Franchise, excise and other taxes | 243 | 47 | 512 | (139) |
| Depreciation | 19,918 | 17,490 | 39,075 | 34,995 |
| NHI’s share of EBITDA adjustments for |  |  |  |  |
| unconsolidated subsidiaries | — | — | — | 719 |
| Notes receivable credit loss (benefit) expense | (1,393) | 452 | (1,407) | 462 |
| Gains on sales of real estate properties, net | (110) | (1,517) | (224) | (1,617) |
| Impairments of real estate properties | — | 654 | — | 654 |
| Write-off of transaction costs | — | — | 608 | — |
| Non-cash write-off of straight-line rent receivable | — | — | — | 786 |
| Adjusted EBITDA | $70,348 | $66,932 | $138,408 | $131,193 |
| Interest expense at contractual rates | $14,062 | $14,029 | $27,421 | $28,116 |
| Principal payments on debt, excluding balloon payments | 110 | 105 | 222 | 210 |
| Fixed Charges | $14,172 | $14,134 | $27,643 | $28,326 |
| Fixed Charge Coverage | 5.0x | 4.7x | 5.0x | 4.6x |

63

#### Net Operating Income

NOI is a non-GAAP financial measure used to evaluate the operating performance of real estate. We define NOI as total revenues, less tenant reimbursements and property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our real estate properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our real estate properties.

The following table reconciles NOI to net income, the most directly comparable GAAP financial measure (*$ in thousands):*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net income | $36,689 | $34,952 | $70,506 | $65,610 |
| Gains from equity method investment | (1,524) | (236) | (1,939) | (402) |
| Gains on sales of real estate properties, net | (110) | (1,517) | (224) | (1,617) |
| Loan and realty (gains) losses, net | (1,393) | 1,106 | (1,407) | 1,116 |
| General and administrative | 6,125 | 4,870 | 12,954 | 10,510 |
| Proxy contest and related expenses | 1,308 | — | 1,572 | — |
| Franchise, excise and other taxes | 243 | 47 | 512 | (139) |
| Legal | 1,095 | 165 | 2,521 | 400 |
| Interest | 15,001 | 14,854 | 29,338 | 29,723 |
| Depreciation | 19,918 | 17,490 | 39,075 | 34,995 |
| Total NOI | $77,352 | $71,731 | $152,908 | $140,196 |
| NOI by segment: |  |  |  |  |
| Real Estate Investments | $73,496 | $68,702 | $145,924 | $134,097 |
| SHOP | 3,821 | 2,953 | 6,907 | 5,894 |
| Non-segment / corporate | 35 | 76 | 77 | 205 |
| Total NOI | $77,352 | $71,731 | $152,908 | $140,196 |

64

## Market risk

As filed, 4,575 characters.

#### Interest Rate Risk

We are exposed to market risks related to fluctuations in interest rates that affect our indebtedness and our mortgage and other notes receivable. As of June 30, 2025, we had total outstanding indebtedness of $578.0 million that is subject to variable interest rates and $322.0 million of availability under our Credit Facility, which is also subject to variable interest rates.

Interest rate fluctuations will generally not affect our future results of operations or cash flows associated with our fixed rate debt, mortgages and notes unless these financial instruments mature or are otherwise terminated. However, interest rate fluctuations will affect the fair values of our fixed rate financial instruments. Conversely, changes in interest rates related to our variable rate debt, mortgages and notes would impact our future results of operations and cash flows, but will not significantly affect the fair values of those financial instruments. Assuming a 50 bps increase or decrease in the interest rates related to our variable rate debt outstanding and assuming no change in the amounts outstanding as of June 30, 2025, interest expense would increase or decrease annually by approximately $2.9 million, or $0.06 per diluted common share.

We have historically used derivative financial instruments in the normal course of our business to mitigate interest rate risk. We do not use derivative financial instruments for speculative purposes. We currently have no derivative financial instruments, but may engage in hedging strategies to manage our exposure to interest rate risk in the future, depending on our analysis of the interest rate environment and the costs and risks of such strategies.

The following table sets forth certain information with respect to the interest rates on our debt (*$ in thousands):*

| Fixed rate: | June 30, 2025 Balance1 | % of Total | Interest Rate2 | December 31, 2024 Balance1 | % of Total | Interest Rate2 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Private placement loans - unsecured | $150,000 | 13.3% | 4.45% | $150,000 | 13.0% | 4.45% |
| 2031 Senior Notes - unsecured | 400,000 | 35.5% | 3.00% | 400,000 | 34.6% | 3.00% |
| Fannie Mae term loans - secured, non-recourse | — | —% | —% | 75,815 | 6.6% | 3.96% |
| Variable rate: |  |  |  |  |  |  |
| Bank term loan - unsecured | 200,000 | 17.7% | 5.67% | 200,000 | 17.2% | 5.95% |
| Revolving credit facility - unsecured | 378,000 | 33.5% | 5.44% | 331,200 | 28.6% | 5.75% |
|  | $1,128,000 | 100.0% | 4.48% | $1,157,015 | 100.0% | 4.55% |

1 Amounts differ from the respective carrying amounts due to unamortized debt issuance costs and unamortized discount.

2 Amounts presented are based on the weighted average interest rate.

The following table provides a summary of the sensitivity of our fixed rate debt to changes in interest rates assuming a parallel shift of 50 bps in the market interest rates for debt instruments with similar maturities as of June 30, 2025 (*$ in thousands):*

|  | Principal Amount Outstanding | Fair Values2 | Fair Values After 50 bps Decrease | After 50 bps Increase |
| --- | ---: | ---: | ---: | ---: |
| Private placement notes | $150,000 | $147,355 | $148,204 | $146,513 |
| 2031 Senior Notes1 | 400,000 | 343,156 | 353,692 | 335,938 |

1 Amount excludes unamortized loan costs and unamortized discount.

2 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.

As of June 30, 2025, the fair value of our mortgages and notes, discounted for estimated changes in the risk-free interest rate, was $248.6 million. A 50 bps increase in market interest rates would decrease the estimated fair value of our mortgages and notes by approximately $1.4 million, while a 50 bps decrease in market interest rates would increase the estimated fair value of our mortgages and notes by approximately $3.5 million.

#### Inflation Risk

Our tenant leases generally provide for annual escalators in contractual rent due to us based on a fixed amount or percentage or a percentage based on an increase in the consumer price index (“CPI”). Leases with increases based on CPI may contain a minimum increase or a cap on the maximum annual increase. Substantially all of our leases require the tenant to pay all operating expenses for the property, whether paid directly by the tenant or reimbursed to us. We believe that inflationary increases experienced by us will be at least partially offset by the contractual rent increases and expense reimbursements described above.

## Controls and procedures

As filed, 1,816 characters.

#### Evaluation of Disclosure Control and Procedures

As of June 30, 2025, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure information required to be disclosed in our filings is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms; and (ii) accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving desired control objectives, and management is necessarily required to apply its judgment when evaluating the cost-benefit relationship of potential controls and procedures. Based upon the evaluation, the CEO and CFO concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2025.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

#### Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,095 characters.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 except as noted below.

***Stockholder activism efforts could cause us to incur substantial costs, divert management’s attention and have an adverse effect on our business.***

Activist investors have engaged, and may in the future engage, in proxy solicitations, advance shareholder proposals or otherwise attempt to affect changes or acquire control over us. Responding to such investor activism can be costly and time-consuming, and can divert the attention of our Board and management from the management of our business and the pursuit of our business strategies. In addition to incurred costs, perceived uncertainties as to our future direction may result in the loss of potential business opportunities, damage to our reputation and may make it more difficult to attract and retain qualified directors, personnel and business partners. These actions could also cause our stock price to experience periods of volatility.

Filed Aug 6, 2025.
Source: SEC EDGAR, the filing index for accession 0000877860-25-000135. Last ingested by Listed: Oct 30, 2026, 13:56 ET. No prices; not investment advice.