American Healthcare REIT, Inc.

1. Organization and Description of Business

Overview and Background

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on senior housing, skilled nursing facilities, outpatient medical, or OM, buildings and other healthcare-related facilities. We have built a fully integrated management platform that operates clinical healthcare properties throughout the United States, and in the United Kingdom, or UK, and the Isle of Man. We own and operate our integrated senior health campuses, or ISHC, and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure. We have also originated and acquired secured loans and may originate and acquire other real estate-related investments in the future on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.

Operating Partnership

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership. As of September 30, 2026 and December 31, 2025, we owned 99.2% and 99.0%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 0.8% and 1.0%, respectively, of the OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, our Chairman of the Board of Directors and Chief Executive Officer, Danny Prosky, one of our non-executive directors, and Mathieu B. Streiff, one of our independent directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC. Such limited partnership units are accounted for as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets.

Investment Portfolio

We currently operate through four reportable business segments: ISHC, SHOP, OM and triple-net leased properties, or Triple-Net Leased Properties. As of September 30, 2026, we owned and/or operated 366 buildings and ISHC, which represent in total approximately 25,437,000 square feet of gross leasable area, for an aggregate contract purchase price of$7,426,645,000. In addition, as of September 30, 2026, we originated an aggregate $146,343,000 in notes receivable and had a real estate-related debt security investment purchased for$60,429,000.

2. Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding our accompanying condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements.

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs in which we are the primary beneficiary. The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying condensed consolidated financial statements as a noncontrolling interest. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership and as of September 30, 2026 and December 31, 2025, we owned a 99.2% and 99.0%, respectively, general partnership interest therein, and the remaining 0.8% and 1.0%, respectively, partnership interest was owned by the limited partners.

The accounts of our operating partnership are consolidated in our accompanying condensed consolidated financial statements because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership). All intercompany accounts and transactions are eliminated in consolidation.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the U.S. Securities and Exchange Commission, or SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to the SEC’s rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full-year results may be less favorable.

In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026.

Use of Estimates

The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions including through business combinations, goodwill and its impairment, revenues, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.

Revenue Recognition— Resident Fees and Services Revenue

Disaggregation of Resident Fees and Services Revenue

Resident fees and services revenue includes fees for basic housing, as well as fees for assisted living care or skilled nursing care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with third-party payors, including Medicaid, Medicare, Medicare Advantage and private insurers, revenue is recorded based on contractually agreed-upon amounts or rates on a daily, per resident basis or as services are performed.

The following tables disaggregate our resident feesand services revenue by line of business, according to whether such revenue is recognized at a point in time or over time, for the periods presented below (in thousands):

The following tables disaggregate our resident fees and services revenue by payor class for the periods presented below (in thousands):

Accounts Receivable, Net—Resident Fees and Services Revenue

The beginning and ending balances of accounts receivable, net — resident fees and services are as follows (in thousands):

Deferred Revenue—Resident Fees and Services Revenue

Deferred revenue is included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets. The beginning and ending balances of deferred revenue — resident fees and services, almost all of which relates to private and other payors, are as follows (in thousands):

Resident and Tenant Receivables and Allowances

Resident receivables, which are related to resident fees and services revenue, are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations and comprehensive income. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors. Tenant receivables, which are related to real estate revenue, and unbilled deferred rent receivables are reduced for amounts where collectability is not probable, which are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income.

The following is a summary of our adjustments to allowances for the periods presented below (in thousands):

Debt Investments, Net

Debt investments, net consists of notes receivable collateralized by interests in real property or partnership interests in entities that own real property. We record such notes at amortized cost. Interest income on our notes receivable is recognized on an accrual basis over the life of the investment using the effective interest method and is included in resident fees and services revenue or real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income. Direct origination costs are deferred and amortized over the term of the note receivable as an adjustment to the yield on the note receivable. We evaluate our notes receivable held for investment for expected credit losses at each balance sheet date in accordance with Accounting Standards Codification, or ASC, 326, Financial Instruments - Credit Losses, considering, among other factors, the credit quality of the borrower and the value of the underlying collateral. An allowance for credit losses is recorded to the extent our evaluation indicates expected credit losses over the remaining life of the note.

Debt investments, net also consists of our marketable debt security investment, which is classified as held-to-maturity because we have the positive intent and ability to hold the security to maturity, and we have not recorded any unrealized holding gains or losses on such investment. Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity.

See Note 4, Debt Investments, for further discussion.

Accounts Payable and Accrued Liabilities

As of September 30, 2026 and December 31, 2025, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our ISHC and SHOP of$80,634,000 and$55,321,000, respectively, accrued distributions of$59,553,000 and$47,832,000, respectively, insurance reserves of$54,795,000 and$51,042,000, respectively, accrued property taxes of$33,980,000 and$25,041,000, respectively, and accrued developments and capital expenditures of$28,464,000 and$37,076,000, respectively.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, or ASU 2025-01. ASU 2024-03 requires new financial statement disclosure to be provided in the notes to the financial statements in a tabular presentation related to the disaggregation of certain expense captions presented on the face of the income statement within continuing operations that include expense categories such as: (i) purchases of inventory; (ii) employee compensation; (iii) depreciation; and (iv) intangible asset amortization. ASU 2024-03 and ASU 2025-01 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The requirements will be applied prospectively with the option for retrospective application. We are currently evaluating this guidance to determine the impact on our consolidated financial statement disclosures beginning with our Annual Report on Form 10-K for the year ending December 31, 2027.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, or ASU 2025-03. ASU 2025-03 amends the guidance in Topic 805 and Topic 810 to improve the determination of the accounting acquirer in business combinations involving VIEs. Under the new guidance, entities are required to apply the general principles in Topic 805 to identify the accounting acquirer when the legal acquiree is a VIE that meets the definition of a business, and the transaction is primarily effected by exchanging equity interests. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted and should be applied prospectively to any acquisition transaction that occurs after the adoption date. We are currently evaluating this guidance to determine the impact on our consolidated financial statement disclosures beginning with our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2027.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, or ASU 2025-11, to update the guidance in ASC Topic 270, Interim Reporting, by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied retrospectively or prospectively. We are currently evaluating this guidance to determine the impact on our consolidated financial statement disclosures beginning with our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2028.

3. Real Estate Investments

Our real estate investments, net consisted of the following as of September 30, 2026 and December 31, 2025 (in thousands):

Depreciation expense for the three months ended September 30, 2026 and 2025 was$53,785,000 and $39,644,000, respectively, and for thenine months ended September 30, 2026 and 2025 was$145,142,000 and $113,505,000, respectively.

The following is a summary of our capital expenditures by reportable segment for the periods presented below (in thousands):

Acquisitions of Real Estate Investments

For the nine months ended September 30, 2026, using cash, we acquired nine land parcels in Indiana, Kentucky and Ohio for an aggregate contract purchase price of $6,211,000, plus closing costs, for the future development of ISHC andtwo land parcels in North Carolina and Virginia for an aggregate contract purchase price of $1,550,000, plus closing costs, for the future development of SHOP. For thenine months ended September 30, 2026, we also acquired 32 senior housing properties using cash. The following is a summary of such acquisitions (dollars in thousands):

(1)

See Note 11, Redeemable Noncontrolling Interests, for information about the ownership of the properties in Redwood City and Sierra Madre, CA.

We accounted for such acquisitions of land and real estate investments completed during the nine months ended September 30, 2026 as asset acquisitions. The following table summarizes the purchase price of such assets acquired and liabilities assumed at the time of acquisition based on their relative fair values (in thousands):

Dispositions

For the nine months ended September 30, 2026, we soldtwo buildings and recognized a total net gain on sales of real estate of $1,212,000. The following is a summary of such real estate sales (dollars in thousands):

On June 1, 2026, we soldone ISHC campus that was leased to an unaffiliated third party for total consideration of $14,150,000. The derecognition of fixed assets, intangible assets and a financing obligation resulted in a gain on disposition of $4,435,000, which is included in gain (loss) on dispositions of real estate, net, in our accompanying condensed consolidated statements of operations and comprehensive income.

Impairment of Real Estate Investments

For the three months ended September 30, 2026, we didnot recognize any impairment charges on real estate investments. For thenine months ended September 30, 2026, as we continued to evaluate our properties based on their historical operating performance and our expected holding period, we recognized an aggregate impairment charge of $2,137,000 fortwo OM buildings. The fair value ofone impaired OM building was determined based on the sales price specified in an executed purchase and sale agreement with a third-party buyer, while the fair value of the other impaired OM building was determined by its projected sales price as indicated in an independent third-party letter of intent, which were considered Level 2 measurements within the fair value hierarchy.

For the three and nine months ended September 30, 2025, we recognized an aggregate impairment charge of $3,768,000 and $38,133,000, respectively, forone andseven OM buildings, respectively. The fair value ofsix of the impaired OM buildings was determined by the sales price of the respective executed purchase and sale agreement with a third-party buyer, which were considered Level 2 measurements within the fair value hierarchy. The fair value of theone remaining impaired OM building was based on our expected discounted future cash flows where the most significant inputs that were used to determine the fair value of such property were the capitalization rate and the discount rate. For such impaired OM building, the capitalization rate ranged from 6.90% to 7.40%, and the discount rate ranged from 7.90% to 8.40%, which inputs were considered Level 3 measurements within the fair value hierarchy.

4. Debt Investments

As of September 30, 2026 and December 31, 2025, we had $240,808,000 and $92,136,000 of debt investments, net, respectively. The following is a summary of our debt investments, including unamortized direct origination and closing costs, net as of September 30, 2026 and December 31, 2025 (dollars in thousands):

(1)

Our investment in a commercial mortgage-backed debt security, or debt security, was issued by an unaffiliated mortgage trust and represented an approximate 10% beneficial ownership interest in such mortgage trust. The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity. The debt security matures at an aggregate stated amount of$93,433,000. We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss.

(2)

We entered into a loan agreement with an unaffiliated third party in the principal amount of £64,531,583, or approximately $86,214,000 based on the currency exchange rate on the loan origination date. The loan is denominated in UK Pound Sterling and is secured by, among other things, first mortgages on seven senior housing facilities in the UK.

The following table shows the changes in the carrying amount of debt investments, net for the periods presented below (in thousands):

Amortization expense on direct origination and closing costs for the three months ended September 30, 2026 and 2025 was$739,000 and $11,000, respectively, and for thenine months ended September 30, 2026 and 2025 was$763,000 and $60,000, respectively, which was recorded as a decrease to resident fees and services revenue or real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income. Accretion on the debt security for the three months ended September 30, 2026 and 2025 was$162,000 and $154,000, respectively, and for the nine months ended September 30, 2026 and 2025 was$513,000 and $788,000, respectively, which was recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income.

5. Identified Intangible Assets and Liabilities

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):

Amortization expense on identified intangible assets for the three months ended September 30, 2026 and 2025 was$36,759,000 and $9,272,000, respectively, which included$412,000 and $473,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive income. Amortization expense on identified intangible assets for thenine months ended September 30, 2026 and 2025 was$84,006,000 and $18,162,000, respectively, which included$1,304,000 and $1,624,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive income.

Amortization expense on below-market leases for the three months ended September 30, 2026 and 2025 was$131,000 and $178,000, respectively, and for thenine months ended September 30, 2026 and 2025 was$393,000 and $561,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income.

The aggregate weighted average remaining life of the identified intangible assets was 2.0 years and 2.6 years as of September 30, 2026 and December 31, 2025, respectively. The aggregate weighted average remaining life of the identified intangible liabilities was 3.8 years and 4.4 years as of September 30, 2026 and December 31, 2025, respectively. As of September 30, 2026, estimated amortization expense on the identified intangible assets and liabilities for the remaining three months ending December 31, 2026 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

6. Other Assets

Other assets, net consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):

Deferred financing costs included in other assets were related to the 2025 Trilogy Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, as well as the senior unsecured revolving credit facility portions of the 2024 Credit Facility and 2026 Credit Facility, each as defined in Note 8, Lines of Credit and Term Loan. In April 2026, in connection with the amendment of the 2024 Credit Facility with the 2026 Credit Facility, we incurred a loss on extinguishment of $147,000 due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2024 Credit Facility. In March 2025, in connection with the termination of our previous credit facility, we incurred a loss on extinguishment of $537,000 primarily consisting of the write-off of unamortized deferred financing costs associated with such facility. Loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income. See Note 8, Lines of Credit and Term Loan, for further discussion of our lines of credit. Amortization expense on lease inducement for the three months ended September 30, 2026 and 2025 was$88,000 and $87,000, respectively, and for both thenine months ended September 30, 2026 and 2025 was$263,000, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income.

7. Mortgage Loans Payable

Mortgage loans payable, net consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):

Based on interest rates in effect as of both September 30, 2026 and December 31, 2025, effective interest rates on mortgage loans payable ranged from 2.21% to 5.99% per annum, with a weighted average effective interest rate of 3.87% and 3.73%, respectively. We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the periods presented below (in thousands):

Amortization of deferred financing costs and amortization of discount/premium on mortgage loans payable is included in interest expense in our accompanying condensed consolidated statements of operations and comprehensive income. For both the three and nine months ended September 30, 2026, we didnot incur any loss on the extinguishment of mortgage loans payable. For thethree and nine months ended September 30, 2025, we incurred an aggregate net gain (loss) on the early extinguishment of mortgage loans payable of $26,000 and $(1,247,000), respectively, which is recorded as a decrease (increase) to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income. Such net gain (loss) was related to the payoff of a mortgage loan payable due to the disposition of the underlying real estate investment in May 2025 and the early payoff of a mortgage loan payable in August 2025 that was due to mature in August 2029.

As of September 30, 2026, the principal payments due on our mortgage loans payable for the remaining three months ending December 31, 2026 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

8. Lines of Credit and Term Loan

2024 Credit Facility

We, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively, with us, as guarantors, were party to an amended loan agreement, or the 2024 Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank National Association, or KeyBank, Citizens Bank, National Association, or Citizens Bank, and a syndicate of other banks, as lenders, for a credit facility with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. The 2024 Credit Facility consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of$550,000,000. The proceeds of loans made under the 2024 Credit Facility could have been used for general corporate purposes including for working capital, capital expenditures, refinancing existing indebtedness and other corporate purposes not inconsistent with obligations under the 2024 Credit Agreement. We could have also obtained up to$25,000,000 in the form of standby letters of credit pursuant to the 2024 Credit Facility. Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement.

Under the terms of the 2024 Credit Agreement, the Revolving Loans would have matured on February 14, 2028, and could have been extended forone 12-month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The Term Loan matures on January 19, 2027, and maynot be extended. The maximum principal amount of the 2024 Credit Facility could have been increased by an aggregate incremental amount of$600,000,000, subject to: (i) the terms of the 2024 Credit Agreement and (ii) at least five business days’ prior written notice to Bank of America.

At our option, the 2024 Credit Facility bore interest at varying rates based upon (i) the Daily Simple Secured Overnight Financing Rate, or Daily Simple SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term Secured Overnight Financing Rate, or Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2024 Credit Agreement, there was an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility would have borne interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans could have been repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

We were required to pay a fee on the unused portion of the lenders’ commitments under the 2024 Credit Agreement computed at (a)0.25% per annum if the actual daily Commitment Utilization Percentage for such quarter was less than or equal to 50% and (b)0.20% per annum if the actual daily Commitment Utilization Percentage for such quarter was greater than 50%, which fee was computed on the actual daily amount of the Available Commitments during the period for which payment was made and payable in arrears on a quarterly basis.

The 2024 Credit Agreement required us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors fell below a certain threshold as set forth in the 2024 Credit Agreement. In the event of default, Bank of America had the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of December 31, 2025, our aggregate borrowing capacity under the 2024 Credit Facility was $1,150,000,000, excluding the$25,000,000 standby letters of credit described above. As of December 31, 2025, borrowings outstanding under the 2024 Credit Facility totaled$550,000,000 ($549,761,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 5.01% per annum.

On April 1, 2026, we entered into an agreement to further amend the 2024 Credit Agreement. See the “2026 Credit Facility” section below for further discussion.

2025 Trilogy Credit Facility

On October 31, 2025, we, through Trilogy RER, LLC, entered into a loan agreement, or the 2025 Trilogy Credit Agreement, with KeyBank, as lender named therein, with respect to a senior secured revolving credit facility that has an aggregate maximum principal amount of$50,000,000, or the 2025 Trilogy Credit Facility. The proceeds of the 2025 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate and working capital purposes. Unless defined herein, all capitalized terms under this “2025 Trilogy Credit Facility” subsection are defined in the 2025 Trilogy Credit Agreement.

The 2025 Trilogy Credit Facility matures on October 31, 2028. At our option, the 2025 Trilogy Credit Facility bears interest at per annum rates equal to (a) Daily Simple SOFR, plus the Applicable Margin for SOFR Rate Loans and (b) for Base Rate Loans, the Applicable Margin plus a fluctuating rate per annum equal to the highest of: (i) Federal Funds Effective Rate in effect on such day plus 0.50%, (ii) the rate of interest in effect for such day as established from time to time by KeyBank as its prime rate and (iii) one-month Term SOFR plus 1.00%.

As of both September 30, 2026 and December 31, 2025, our aggregate borrowing capacity under the 2025 Trilogy Credit Facility was$50,000,000, and there wereno borrowings outstanding.

2026 Credit Facility

On April 1, 2026, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and our company, collectively as guarantors, entered into a second amendment to the 2024 Credit Agreement, or the 2026 Credit Agreement, with Bank of America, as administrative agent and letters of credit issuer; Citizens Bank, Fifth Third Bank, National Association, and KeyBank as syndication agents for the revolving facility and the term loan facility and letters of credit issuers; and a syndicate of other banks, as lenders, to amend certain terms of the 2024 Credit Facility. Unless defined herein, all capitalized terms are as defined in the 2024 Credit Agreement as conformed through the 2026 Credit Agreement.

The 2026 Credit Agreement provides for an amended revolving facility and term loan facility, or the 2026 Credit Facility, with: (i) Revolving Loans that mature on April 1, 2030, with two extension options to extend the maturity, first, until October 1, 2030, and, second, until April 1, 2031, in each case, subject to the satisfaction of certain conditions, including payment of an extension fee; and (ii) a Term Loan with a maturity date of January 19, 2027 that remains unchanged, and may not be extended. The principal amount of the Term Loan under the 2026 Credit Facility remains unchanged at $550,000,000, and the principal amount of the available Revolving Loans under the 2026 Credit Facility is increased to $800,000,000. We may also obtain up to $25,000,000 in the form of standby letters of credit pursuant to the 2026 Credit Facility. The aggregate borrowing capacity under the 2026 Credit Facility is $1,350,000,000, excluding the $25,000,000 standby letters of credit, which may be increased by an aggregate incremental amount such that after giving effect thereto, the maximum aggregate amount of Term Loans and available Revolving Loans does not exceed $1,850,000,000, subject to: (i) the terms of the 2026 Credit Agreement; and (ii) at least five business days’ prior written notice to Bank of America.

The 2026 Credit Facility bears interest at varying rates based upon, at our option, (i) the Daily Simple SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2026 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2026 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

Under the 2026 Credit Agreement, we are required to pay a facility fee as determined in the Consolidated Leverage Ratio Based Pricing Grid or the Debt Ratings Based Pricing Grid, as applicable depending on how the Applicable Rate is then determined, multiplied by the actual daily amount of the Aggregate Revolving Commitments, or, if the Aggregate Revolving Commitments have terminated, the Outstanding Amount of all Revolving Loans and L/C Obligations, regardless of usage.

The 2026 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2026 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2026 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of September 30, 2026, our aggregate borrowing capacity under the 2026 Credit Facility was $1,350,000,000, excluding the $25,000,000 standby letters of credit. As of September 30, 2026, our borrowings outstanding under the 2026 Credit Facility totaled$550,000,000 ($549,927,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2026 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 5.22% per annum.

9. Derivative Financial Instruments

We use derivative financial instruments to manage interest rate risk associated with variable-rate debt. We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value. The following table lists the derivative financial instruments held by us as of September 30, 2026 and December 31, 2025, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

As of both September 30, 2026 and December 31, 2025, none of our derivative financial instruments were designated as hedges. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. For the three months ended September 30, 2026 and 2025, we recorded a net (loss) gain in the fair value of derivative financial instruments of$(106,000) and$166,000, respectively, and for the nine months ended September 30, 2026 and 2025, we recorded a net gain (loss) in the fair value of derivative financial instruments of$1,778,000 and$(1,213,000), respectively, as a decrease (increase) to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive income related to the change in the fair value of our derivative financial instruments.

See Note 13, Fair Value Measurements, for further discussion of the fair value of our derivative financial instruments.

On October 1, 2026, we, through our operating partnership, entered into an interest rate swap transaction with a notional amount of $175,000,000, an effective date of January 19, 2027 and a maturity date of January 19, 2029. Beginning on February 1, 2027, we are required to make monthly fixed-rate payments at a rate of 4.25% while the counterparty is obligated to make monthly floating-rate payments based on Daily SOFR, as defined in the swap agreement.

10. Commitments and Contingencies

Litigation

We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which, if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Environmental Matters

We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls and puts to sell or acquire properties and indemnification obligations in connection with the acquisition and disposition of real estate investments. Incertain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, legal or regulatory proceedings or claims. In other circumstances, certain of our tenants, operators, managers or other third parties may be obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings orclaims. In addition, as of September 30, 2026, we were under contract to acquiretwo real estate properties totaling $301,000,000 that weare obligated to purchase subject to various seller performance contingencies. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

11. Redeemable Noncontrolling Interests

On September 1, 2026, we, through our operating partnership, formed two joint ventures with affiliates of the seller to acquire each of the senior housing communities located in Redwood City, California and Sierra Madre, California, respectively. Our ownership of each joint venture is approximately 49%. The noncontrolling interests have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets.

We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased ordecreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the periods presented below (in thousands):

12. Equity

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock,$0.01 par value per share. As of both September 30, 2026 and December 31, 2025, no shares of preferred stock were issued and outstanding.

Common Stock

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock,$0.01 par value per share. As of September 30, 2026 and December 31, 2025, we had 231,479,253 and 185,911,442 shares of our common stock issued and outstanding, respectively.

ATM Offerings

On August 8, 2025, we established an at-the-market, or ATM, equity offering program, or the 2025 ATM Offering, pursuant to which we offered to sell shares of our common stock for a maximum gross sales price of up to $1,000,000,000. On February 27, 2026, we terminated the 2025 ATM Offering, at which time, $230,140,000 in shares of our common stock remained unsold under such program. On February 27, 2026, concurrent with the termination of the 2025 ATM Offering, we entered into a new ATM equity offering program, or the 2026 ATM Offering, pursuant to which we may, from time to time, offer and sell shares of our common stock for a maximum gross sales price of up to $1,750,000,000. Shares sold through our 2025 ATM Offering and 2026 ATM Offering, or our ATM offering programs, were and are offered and sold in amounts determined by us from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale in accordance with Rule 415 under the Securities Act of 1933, as amended.

Our ATM offering programs allow us to enter into forward sale agreements which give us the ability to lock in a share price on the sale of common stock at or shortly after the time the forward sale agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date. We evaluated our forward sale agreements in accordance with ASC Subtopic 815-40, Derivatives and Hedging— Contracts in Entity’s Own Equity, and concluded that they meet the conditions to be classified within equity as of September 30, 2026. Shares issuable under a forward sale agreement are reflected in the diluted earnings per share calculations for the applicable periods using the treasury stock method.

Through September 30, 2026, we have entered into forward sale agreements pursuant to our ATM offering programs with maturities extending through October 9, 2027. For the three and nine months ended September 30, 2026, we settled a total of 19,480,946 and 24,824,847 shares of common stock, respectively, under forward sale agreements for our ATM offering programs for gross proceeds of $996,911,000 and $1,256,648,000, respectively, at an average gross price of $51.17 and $50.62 per share, respectively, before commissions, fees and other adjustments. As of September 30, 2026, a total of 9,679,138 shares of common stock remain unsettled under these agreements, representing approximately $525,809,000 in gross proceeds at an average gross price of $54.32 per share. Subsequent to September 30, 2026, we settled an additional 589,179 shares of common stock under forward sale agreements for our ATM offering programs for gross proceeds of $31,226,000, at an average gross price of $53.00 per share, before commissions, fees and other adjustments.

Follow-on Public Offerings

On November 24, 2025 and November 26, 2025, we completed a follow-on public offering, or the November 2025 Offering, for the sale of 9,315,000 shares of our common stock for gross proceeds of $447,120,000 at an average gross price of $48.00 per share, including the exercise in full of the underwriter’s option to purchase up to an additional 1,215,000 shares of common stock. In connection with the November 2025 Offering, we entered into forward sale agreements to postpone the delivery and settlement of such shares until a future date no later than May 20, 2027. For thenine months ended September 30, 2026, we settled and issued all of the remaining 3,335,386 shares of common stock outstanding pursuant to such forward sale agreements for gross proceeds of $160,099,000 at a gross price of $48.00 per share, before commissions, fees and other adjustments.

On May 22, 2026 and May 28, 2026, we completed an additional follow-on public offering, or the May 2026 Offering, for the sale of 16,100,000 shares of our common stock for gross proceeds of $811,440,000 at an average gross price of $50.40 per share, including the exercise in full of the underwriter’s option to purchase up to an additional 2,100,000 shares of common stock. In connection with the May 2026 Offering, we entered into forward sale agreements to postpone the delivery and settlement of shares until a future date no later than May 20, 2028. For both the three andnine months ended September 30, 2026, we settled and issued all of the 16,100,000 shares of common stock outstanding pursuant to such forward sale agreements for gross proceeds of $811,440,000, at a gross price of $50.40 per share, before other adjustments.

On August 12, 2026 and August 24, 2026, we completed an additional follow-on public offering, or the August 2026 Offering, for the sale of 15,237,500 shares of our common stock for gross proceeds of $819,016,000 at an average gross price of $53.75 per share, including the exercise in full of the underwriters’ option to purchase up to an additional 1,987,500 shares of common stock. In connection with the August 2026 Offering, we entered into forward sale agreements to postpone the delivery and settlement of shares until a future date no later than August 10, 2028. For both the three andnine months ended September 30, 2026, we settled 1,252,400 shares of common stock under such forward sale agreements for gross proceeds of $67,317,000 at a gross price of $53.75 per share, before other adjustments. As of September 30, 2026, a total of 13,985,100 shares of common stock remain unsettled under these agreements representing approximately $751,699,000 in gross proceeds at an average gross price of $53.75 per share.

Equity Compensation Plans

AHR Incentive Plan

Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board of directors (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.

Restricted common stock

Pursuant to the AHR Incentive Plan, we may grant shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered, as well as to certain executive officers and key employees. Our RSAs generally have a vesting period betweenone tofour years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, we may grant to our executive officers and certain employees performance-based restricted stock units, or PBUs, and/or time-based restricted stock units, or TBUs, which represent the right to receive shares of our common stock upon vesting. PBUs and TBUs are collectively referred to as RSUs. RSUs granted to executive officers and employees generally have a vesting period of up tothree years and are subject to continuous service through the vesting dates and performance conditions, as applicable.

The total fair value of the RSAs and RSUs granted pursuant to the AHR Incentive Plan during the nine months ended September 30, 2026 and 2025 was $20,089,000 and $12,126,000, respectively. For thethree months ended September 30, 2026 and 2025, we recognized stock compensation expense related to such awards of $7,907,000 and $3,415,000, respectively, and for thenine months ended September 30, 2026 and 2025, we recognized stock compensation expense related to such awards of $15,713,000 and $9,115,000, respectively. For both thethree and nine months ended September 30, 2026, stock compensation expense includes $4,594,000 related to the accelerated vesting and modification of certain outstanding equity awards in connection with our previously disclosed Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, transitions during the third quarter of 2026, net of forfeitures. Stock compensation expense is recognized over the requisite service or performance period and is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income. As of September 30, 2026, we had $23,535,000 of total unrecognized stock compensation expense related to nonvested RSAs and RSUs, which we expect to recognize over a weighted average period of 1.9 years. A summary of the status of our nonvested RSAs and RSUs pursuant to the AHR Incentive Plan as of September 30, 2026 and December 31, 2025, and the changes for the nine months ended September 30, 2026, is presented below:

(1)

Amount includes 311,352 shares of common stock that were withheld to satisfy employee minimum tax withholding requirements associated with the vesting of RSAs and RSUs during thenine months ended September 30, 2026.

Employee Stock Purchase Plan

Pursuant to our 2024 Employee Stock Purchase Plan, or the ESPP, eligible employees may purchase shares of our common stock at a purchase price equal to the lesser of 85.0% of the fair market value of a share on the applicable enrollment date for such offering period or on the applicable exercise date. The maximum number of shares of our common stock that may be issued pursuant to the ESPP is 1,000,000 shares. For thenine months ended September 30, 2026, employees purchased and we issued 13,294 shares under the ESPP and 976,627 shares remained available for future issuance. As of December 31, 2025,10,079 shares were purchased and issued under the ESPP.

Manager Equity Plan

We adopted the 2025 Manager Equity Plan, or the Manager Plan, to align the incentives of our external third-party RIDEA managers with the overall success of our business by issuing equity-based incentives to such RIDEA managers. Pursuant to the Manager Plan, we may issue shares of our common stock to the RIDEA managers, which they may in turn issue to their directors, officers, employees, advisors or consultants. The maximum number of shares of our common stock that may be issued pursuant to the Manager Plan is 1,000,000 shares. The Manager Plan allows for the grant of stock options, stock appreciation rights, restricted stock, RSUs and other equity-based awards. We have granted TBUs and PBUs to one of our RIDEA managers pursuant to the Manager Plan. Such RSUs have a vesting period of up tothree years and are subject to continuous service through the vesting dates and any performance conditions, as applicable.

We didnot grant any equity-based awards pursuant to the Manager Plan during the nine months ended September 30, 2025. The total fair value of the RSUs granted pursuant to the Manager Plan during the nine months ended September 30, 2026 was $4,270,000. Stock compensation expense related to such awards for thethree and nine months ended September 30, 2026, was $1,364,000 and $4,120,000, respectively. As of September 30, 2026, we had $8,526,000 of total unrecognized stock compensation expense related to nonvested RSUs, which we expect to recognize over a weighted average period of 1.7 years. Stock compensation expense is recognized over the requisite service or performance period and is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income. A summary of the status of our nonvested RSUs pursuant to the Manager Plan as of September 30, 2026 and December 31, 2025, and the changes for the nine months ended September 30, 2026, is presented below:

13. Fair Value Measurements

Assets and Liabilities Reported at Fair Value

The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2026, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

There were no transfers into and out of fair value measurement levels during the nine months ended September 30, 2026 and 2025.

Derivative Financial Instruments

We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. Such valuation reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of our interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.

We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of September 30, 2026, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

Financial Instruments Disclosed at Fair Value

Our accompanying condensed consolidated balance sheets include the following financial instruments: notes receivable, debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan.

We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables, notes receivable and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics of the instruments and market data, in light of the short period of time between origination of the instruments and their expected realization. The fair values of such financial instruments are classified in Level 2 of the fair value hierarchy.

The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair values of our mortgage loans payable and our lines of credit and term loan are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of September 30, 2026 and December 31, 2025 were as follows (in thousands):

(1)

Carrying amount is net of any discount/premium and unamortized deferred financing costs.

14. Income Taxes

As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as taxable REIT subsidiaries, or TRS, pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates.

Current Income Tax

Federal and state income taxes are generally a function of the level of income recognized by our TRS. Foreign income taxes are generally a function of our income on our real estate located in the UK and Isle of Man.

Deferred Taxes

Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating loss that may be realized in future periods depending on sufficient taxable income.

We recognize the effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both September 30, 2026 and December 31, 2025, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both September 30, 2026 and December 31, 2025, our valuation allowance partially reserved our net deferred tax assets, due to historical losses and inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.

15. Leases

Lessor

We have operating leases with tenants that expire at various dates through 2050. For the three months ended September 30, 2026 and 2025, we recognized$39,584,000 and$40,172,000, respectively, of revenues related to operating lease payments, of which$9,340,000 and$9,103,000, respectively, was for variable lease payments. For the nine months ended September 30, 2026 and 2025, we recognized$119,016,000 and$123,227,000, respectively, of revenues related to operating lease payments, of which$27,960,000 and$27,928,000, respectively, was for variable lease payments. As of September 30, 2026, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining three months ending December 31, 2026 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

Lessee

We lease certain land, buildings, campuses, office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2107, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property.

The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease costs were as follows (in thousands):

(1)

Includes short-term leases and variable lease costs, which are immaterial.

Additional information related to our leases for the periods presented below was as follows (dollars in thousands):

Operating Leases

As of September 30, 2026, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining three months ending December 31, 2026 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet (in thousands):

Finance Leases and Financing Obligations

As of September 30, 2026, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining three months ending December 31, 2026 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities and financing obligations (in thousands):

16. Segment Reporting

Our chief operating decision maker, or CODM, who is our Chief Executive Officer, evaluates our business and makes resource allocations based onfour operating segments: ISHC, SHOP, OM and Triple-Net Leased Properties. These operating segments are also our reportable segments.

Our ISHC segment includes properties that each provide a range of independent living, assisted living, memory care, skilled nursing services and certain ancillary businesses. Our SHOP segment includes senior housing, which may provide assisted living, independent living or memory care services, that are owned and operated utilizing a RIDEA structure. In addition, our SHOP segment includes notes receivable secured by partnership interests. Our OM segment includes buildings that are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our Triple-Net Leased Properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the properties to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all property operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our Triple-Net Leased Properties segment includes our debt security investment and notes receivable secured by mortgages. During the first quarter of 2026, we reclassified two senior housing properties from our SHOP reportable segment to our ISHC reportable segment to align the properties that are managed by Trilogy Management Services, LLC within ISHC. Our reportable segments and the measure of segment profit or loss reviewed by our CODM were unchanged. As of and for the three and nine months ended September 30, 2026, prior-period segment information presented in this Quarterly Report on Form 10-Q has been recast to conform to the current-period presentation. The reclassification had no impact on previously reported consolidated amounts.

Our CODM evaluates the performance of our combined properties in each reportable segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment. NOI excludes certain items that are not associated with the operations of our properties. Our CODM also primarily uses NOI for each segment in the annual budget and forecasting process. Further, our CODM considers budget-to-actual variances in NOI on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. We define segment NOI as total revenues, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, transaction, transition and restructuring costs, net interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income or expense and income tax benefit or expense for each segment. We believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. We also believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this performance measure.

Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, deferred financing costs, operating lease right-of-use asset and other assets not attributable to individual properties.

Summary information for our reportable segments, including a summary of segment operating expenses, during thethree and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

(1)

The significant expense categories and amounts below align with the segment-level information that is regularly provided to our CODM.

(2)

Controllable expenses include utilities, food, repairs and maintenance and other operating expenses.

(3)

Non-controllable expenses include property taxes and insurance.

(4)

Facility rental expense relates to properties operated, but not owned.

(5)

Other segment items for the following reportable segments primarily include:

•

OM— property taxes, insurance, utilities, management fees and certain overhead expenses.

•

Triple-Net Leased Properties— property taxes and insurance.

•

SHOP— ground lease rental expense.

Total assets by reportable segment as of September 30, 2026 and December 31, 2025 were as follows (in thousands):

As of both September 30, 2026 and December 31, 2025, goodwill of$168,177,000,$47,812,000 and$18,953,000 was allocated to our ISHC, OM and Triple-Net Leased Properties segments, respectively.

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented below (in thousands):

The following is a summary of real estate investments, net by geographic regions as of September 30, 2026 and December 31, 2025 (in thousands):

17. Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk are primarily our debt investments, cash and cash equivalents, restricted cash and accounts and other receivables. We are exposed to credit risk with respect to our debt investments, but we believe collection of the outstanding amounts is probable. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants and residents is limited. We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases in effect as of September 30, 2026, properties intwo states in the United States accounted for 10% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our ISHC and SHOP as of September 30, 2026. Properties located in Indiana and Ohio accounted for 28.7% and 10.5%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of September 30, 2026, our ISHC, SHOP, OM and Triple-Net Leased Properties accounted for 51.3%,31.2%,12.8% and 4.7%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Asof September 30, 2026, none of our tenants at our properties accounted for 10% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

18. Earnings Per Share

The following table presents the amounts used in computing our basic and diluted earnings per share (in thousands, except share and per share amounts):

Basic earnings per share for all periods presented is computed by dividing net income applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Diluted earnings per share are computed based on the weighted average number of shares of our common stock and all dilutive securities, if any. TBUs, RSAs and limited OP units, as well as common stock issued pursuant to the ESPP, the Manager Plan and forward sale agreements, give rise to potentially dilutive shares of our common stock.

The following securities were excluded from the computation of diluted earnings per share because such securities were anti-dilutive during the periods presented below:

For the three and nine months ended September 30, 2026 and 2025,562,582 and 424,788 nonvested PBUs, respectively, were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation. Such contingently issuable shares were excluded from the computation of diluted earnings per share because they were anti-dilutive during the period.