nshi-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-55190

NORTHSTAR HEALTHCARE INCOME, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland			27-3663988
(State or Other Jurisdiction of			(IRS Employer
Incorporation or Organization)			Identification No.)

575 Lexington Avenue, 14th Floor, New York, NY 10022

(Address of Principal Executive Offices, Including Zip Code)

(929) 777-3125

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

None

Securities registered pursuant to Section 12(g) of the Act : Common Stock, $0.01 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

There is no established trading market for the registrant’s common stock and therefore the aggregate market value of the registrant’s common stock held by non-affiliates cannot be determined.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

The Company has one class of common stock, $0.01 par value per share, 185,712,103 shares outstanding as of March 14, 2025.

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NORTHSTAR HEALTHCARE INCOME, INC.

FORM 10-K

TABLE OF CONTENTS


Index		Page
	PART I
Item 1	Business	6
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	30
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosures	32
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	[Reserved]	33
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	83
Item 9A.	Control and Procedures	83
Item 9B.	Other Information	84
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	84
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	84
Item 11.	Executive Compensation	87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13.	Certain Relationships and Related Transactions and Director Independence	104
Item 14.	Principal Accountant Fees and Services	105
	PART IV
Item 15.	Exhibits and Financial Statements Schedules	107
Item 16.	Form 10-K Summary	107
	Signatures	108

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue,” “future” or other similar words or expressions. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or financial condition or state other forward-looking information. Such statements include, but are not limited to, those relating to the operating performance of our investments, our liquidity and financing needs, the impact of the pending merger on our business and operations, the effects of our current strategies and investment activities, our ability to retain our senior executives and other sufficient personnel to manage our business and our ability to effectively deploy capital. Our ability to predict results or the actual effect of plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements and you should not unduly rely on these statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from those forward-looking statements.

All forward-looking statements included in this Annual Report on Form 10-K are based on information available to us on the date hereof and we are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.

Factors that could have a material adverse effect on our operations and future prospects are set forth in our filings with the U.S. Securities and Exchange Commission, or the SEC, including in this Annual Report on Form 10-K under the heading “Risk Factor Summary” and Item 1A. “Risk Factors” below. The risk factors set forth in our filings with the SEC could cause our actual results to differ significantly from those contained in any forward-looking statement contained in this report.

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RISK FACTOR SUMMARY

Investing in our securities involves a high degree of risk. Below is a summary of principal factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, as well as other risks that we face, can be found under the heading Item 1A. “Risk Factors” below.

Risks Related to the Merger

•There is no assurance that the merger with an affiliate of Welltower Inc., or the Merger, will be consummated. The consummation of the Merger is subject to certain customary closing conditions, including, among others, the approval of the Merger by our stockholders.

•The announcement and pendency of our proposed Merger could adversely affect our business, financial results and operations.

Risks Related to Our Business and Strategy

•Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation and interest rates, may adversely affect our business and financial results.

•Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations.

•We are directly exposed to operational risks at substantially all of our properties and are dependent on the managers of these properties to manage these risks.

•We depend on the manager of our Winterfell portfolio, Solstice Senior Living, or Solstice, for a significant majority of our revenues and net operating income. Adverse developments in Solstice’s business and affairs or financial condition could have a material adverse effect on us.

•If we must replace any of our managers, we might be unable to reposition the properties or fully restore value, and we could be subject to delays, limitations and expenses, all of which could have a material adverse effect on us.

•We are subject to risks associated with capital expenditures, and our failure to adequately manage such risks could have a material adverse effect on our business, financial condition and results of operations.

•Events that adversely affect the ability of seniors and their families to afford resident fees at our seniors housing facilities could cause our occupancy rates, revenues and results of operations to decline.

•Increased competition could adversely affect future occupancy rates, operating margins and profitability at our properties.

•Our strategy depends upon identifying and executing on disposition opportunities that achieve a desired return.

•We may be forced to dispose of assets at suboptimal times due to debt maturities.

•We may not be able to sell our properties quickly in response to changes in economic and other conditions, which may result in losses to us.

•Our joint venture partners could take actions that decrease the value of an investment to us and lower our overall return.

•Failure to comply with certain healthcare laws and regulations, and changes in such laws and regulations, could adversely affect our operations.

•Insurance may not cover all potential losses on commercial real estate investments, which may impair the value of our assets.

Risks Related to Our Capital Structure

•We may not be able to generate sufficient cash flow to meet all of our existing or potential future debt service obligations.

•We require capital in order to operate our business, and the failure to obtain such capital would have a material adverse effect on our business, financial condition and results of operations.

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•We are exposed to increases in interest rates, which could reduce our cash flows and adversely impact our ability to refinance existing debt or sell assets.

•We use significant leverage in connection with our investments, which increases the risk of loss associated with our investments and restricts our ability to engage in certain activities.

•We may be adversely affected by our concentration of borrowings with Fannie Mae.

•If we are required to make payments under any “bad boy” non-recourse carve-out guaranties for our mortgage loans, we could be materially and adversely affected.

•Our distribution policy is subject to change. We may not be able to make distributions in the future.

•Stockholders are not currently able to sell any of their shares of our common stock back to us pursuant to our share repurchase program and if they do sell their shares on any limited market that may develop, they may not receive the price they paid upon subscription.

•Our board of directors, or the Board, determined an estimated value per share of $2.96 for our common stock as of June 30, 2024, which may not reflect the current value of shares of our common stock.

•No public trading market for our shares currently exists, and as a result, it will be difficult for stockholders to sell their shares and, if stockholders are able to sell their shares, stockholders will likely sell them at a substantial discount to the price paid for those shares.

•If we do not successfully implement a liquidity transaction, such as the Merger, stockholders may have to hold their investments for an indefinite period.

Risks Related to Our Company and Corporate Structure

•As a self-managed REIT without the resources of our former sponsor, we may encounter unforeseen costs and difficulties.

•Our ability to operate our business successfully would be harmed if key personnel terminate their employment with us.

•We are subject to substantial litigation risks and may face significant liabilities as a result of litigation allegations and negative publicity.

•We are subject to substantial regulation, numerous contractual obligations and extensive internal policies and failure to comply with these matters could have a material adverse effect on our business, financial condition and results of operations.

•Failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt our business and harm our results of operations.

Risks Related to Regulatory Matters and Our REIT Tax Status

•Maintenance of our Investment Company Act exemption imposes limits on our operations.

•Our failure to continue to qualify as a real estate investment trust, or REIT, would subject us to federal income tax.

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PART I

Item 1. Business

References to “we,” “us” or “our” refer to NorthStar Healthcare Income, Inc. and its subsidiaries, unless context specifically requires otherwise.

Overview

We were formed in October 2010 as a Maryland corporation and commenced operations in February 2013. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, commencing with the taxable year ended December 31, 2013. We conduct our operations so as to continue to qualify as a REIT for U.S. federal income tax purposes.

We raised $2.0 billion in total gross proceeds from the sale of shares of our common stock in our continuous, public offerings, including $232.6 million pursuant to our distribution reinvestment plan, or the DRP, collectively referred to as our Offering.

The Internalization

From inception through October 21, 2022, we were externally managed by CNI NSHC Advisors, LLC or its predecessor, or the Former Advisor, an affiliate of NRF Holdco, LLC, or the Former Sponsor. The Former Advisor was responsible for managing our operations, subject to the supervision of our Board, pursuant to an advisory agreement. On October 21, 2022, we completed the internalization of our management function, or the Internalization. In connection with the Internalization, we agreed with the Former Advisor to terminate the advisory agreement.

Merger Agreement

On January 29, 2025, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with Compound Holdco LLC, a Delaware limited liability company, or the Parent, Compound Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent, or the Merger Sub, and, solely for purposes of Section 10.14 thereof, Welltower OP LLC, a Delaware limited liability company and a subsidiary of Welltower Inc., or the Guarantor. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, we will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity, or the Merger. The Merger Agreement and the transactions contemplated thereby were unanimously approved by our Board.

Upon consummation of the Merger, our stockholders will receive $3.03 in cash for each share of our common stock, without interest and subject to any applicable withholding tax obligations.

The completion of the Merger is subject to certain customary closing conditions, including, among others, (1) approval of the Merger by our stockholders; (2) material compliance with covenants; (3) accuracy of each party’s representations, subject to materiality thresholds; (4) absence of injunctions or orders that prohibit or restrain the consummation of the Merger; (5) the receipt by us and Merger Sub of a written legal opinion addressing our qualification as a REIT; (6) the absence of a material adverse effect on us prior to the closing; and (7) our completion of the distribution of the interests in the limited partners of our operating partnership to NorthStar Healthcare.

We have made customary representations and warranties and have agreed to certain customary covenants in the Merger Agreement, including, among others, covenants to conduct our business in the ordinary course and maintain our REIT status.

Our stockholders will be asked to vote to approve, among other things, the Merger at a special meeting of stockholders that will be held on a date yet to be announced. Approval of the Merger requires the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on the Merger as of the record date for the special meeting.

The Merger is expected to close in the second quarter of 2025, although there can be no assurances as to when or if the closing will occur.

Our Strategy

Our primary objective is to maximize value and generate liquidity for stockholders. The key elements of our strategy include:

•Grow the Operating Income Generated by Our Portfolio. We are focused on growing the net operating income generated by our properties, through active portfolio management and selectively deploying capital expenditures to improve occupancy and resident rates while managing expenses, in an effort to enhance the overall value of our assets.

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•Pursue Disposition Opportunities that Maximize Value. We will pursue dispositions of assets and portfolios where we believe the disposition will achieve a desired return or strategic outcome, with the goal of maximizing value for stockholders overall. Consistent with this strategy, we are presently pursuing the Merger, as described above.

Our Investments

We operate our seniors housing investments portfolio through two reportable segments: operating investments and net lease investments. Our operating investments segment includes properties operated pursuant to management agreements with managers, in which we own a controlling interest. Our net lease investments segment includes properties operated under net leases with an operator, in which we own a controlling interest. As of December 31, 2024, all four properties in our net lease investment segment were designated as held for sale and the sale was completed in January 2025. We also hold assets outside of our reportable business segments, which include corporate assets, primarily cash and cash equivalents, as well as unconsolidated joint venture investments, in which we own a minority, non-controlling interest.

For financial information regarding our reportable segments, refer to Note 11, “Segment Reporting” in our accompanying consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data.”

The following table and charts present a summary of our seniors housing investments portfolio as of December 31, 2024, excluding properties classified as held for sale as of December 31, 2024 (dollars in thousands):


			Properties(1)
Investment Portfolio	Amount(2)		ILF	ALF	MCF	Total	Locations	Ownership Interest
Winterfell	$	757,494	32	—	—	32	12 U.S. States	100.0%
Pacific Northwest	96,179		—	5	—	5	Washington/Oregon	100.0%
Aqua	86,711		2	1	1	4	Texas/Ohio	97.0%

Oak Cottage	15,738		—	—	1	1	California	100.0%



Total Investments	$	956,122	34	6	2	42

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(1)Classification based on predominant services provided, but may include other services.

(2)Amount represents gross real estate carrying value, net of impairment, before accumulated depreciation, as presented in our consolidated financial statements as of December 31, 2024. For additional information, refer to “Note 3, Operating Real Estate” of Part II, Item 8. “Financial Statements and Supplementary Data.”


Property Type(1)						Geographic Location

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(1)Classification based on predominant services provided, but may include other services.

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Our seniors housing investments include the following types of properties:

•Independent living facilities. ILFs are properties with central dining facilities that provide services that include security, housekeeping, nutrition and laundry services. ILFs are designed specifically for independent seniors who are able to live on their own, but desire the security and conveniences of community living. ILFs typically offer several services covered under a regular monthly fee. Fees at these communities are paid from private sources. As of December 31, 2024, we had 34 ILFs in our operating investments segment.

•Assisted living facilities. ALFs provide services that include minimal assistance for activities in daily living and permit residents to maintain some of their privacy and independence as they do not require constant supervision and assistance. Services may be bundled within one monthly fee or based on the care needs of the resident and usually include meals and dining, daily housekeeping, laundry, medical reminders and 24-hour availability of assistance. Revenues generated by ALFs primarily come from private pay sources, including private insurance, and government reimbursement programs, such as Medicaid, to a lesser extent. As of December 31, 2024, we had six properties that are predominantly ALFs in our operating investments segment.

•Memory care facilities. MCFs offer specialized options for seniors with Alzheimer’s disease and other forms of dementia. These facilities offer dedicated care and specialized programming for various conditions relating to memory loss in a secured environment. Residents require a higher level of care and more assistance with activities of daily living than in ALFs. Therefore, these facilities have staff available 24 hours a day to respond to the unique needs of their residents. Fees at these communities are paid primarily from private sources and, to a lesser extent, government reimbursement, such as Medicaid. As of December 31, 2024, we had two properties that are predominantly MCFs in our operating investments segment.

Managers

The following table presents the managers of our seniors housing investments portfolio (dollars in thousands):


	As of December 31, 2024		Year Ended December 31, 2024
Manager	Properties Under Management	Units Under Management	Resident Fee and Rental Revenues		% of Total Resident Fee and Rental Revenues

Solstice Senior Living	32	3,969	$	140,566	70.3	%
Watermark Retirement Communities(1)	4	418	21,815		10.9	%
Arete Living	5	453	23,300		11.7	%
Integral Senior Living	1	40	4,627		2.3	%
Subtotal	42	4,880	190,308		95.2	%
Properties sold or held for sale in 2024(2)	7	916	9,633		4.8	%
Total			$	199,941	100.0	%

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(1)Excludes properties sold or held for sale as of December 31, 2024.

(2)Within our operating investments, we sold two properties and classified one property as held for sale that were managed by Watermark Retirement Communities during the year ended December 31, 2024. The four net lease properties operated by Arcadia Management in our net lease investment segment were classified as held for sale as of December 31, 2024.

Operating Investments

We engage independent managers to operate these facilities pursuant to management agreements, including procuring supplies, hiring and training all employees, entering into all third-party contracts for the benefit of the property, including resident/patient agreements, complying with laws and regulations, including but not limited to healthcare laws, and providing resident care and services, in exchange for a management fee. As a result, we must rely on our managers’ personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment to manage our operating properties efficiently and effectively. We also rely on our managers to set appropriate resident fees, to provide accurate property-level financial results in a timely manner and otherwise operate our seniors housing facilities in compliance with the terms of our management agreements and all applicable laws and regulations.

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Our management agreements generally provide for monthly management fees which are calculated based on various performance measures, including revenue, net operating income and other objective financial metrics. We are also required to reimburse our managers for expenses incurred in the operation of the properties, as well as to indemnify our managers in connection with potential claims and liabilities arising out of the operation of the properties. Our management agreements are terminable after a stated term with certain renewal rights, though we have the ability to terminate earlier upon certain events with or without the payment of a fee.

The following table presents a summary of the terms of our management agreements:

Manager

Portfolio

Properties

Expiration Date

Management Fees

Solstice Senior Living

Winterfell

October 2025

•5% of monthly gross revenues, subject to certain exclusions

•7% of actual costs of certain capital projects

•Additional fees if net operating income exceeds annual target

•Additional fees if net operating income long-term growth is achieved

Watermark Retirement Communities(1)

Aqua

December 2025

•5% of monthly gross revenues, subject to certain exclusions

•Eligible for promote in connection with disposition, subject to achievement of performance targets

Aqua

February 2026

Arete Living

Pacific Northwest

January 2026

•4% of monthly gross revenues, plus 3% of monthly net operating income subject to certain exclusions

•Additional fees if net operating income exceeds annual target

Integral Senior Living

Oak Cottage

April 2025

•Greater of 5% of monthly gross revenues, subject to certain exclusions, or $12,000 per month

•Additional fees if net operating income exceeds annual target

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(1)Affiliates of Watermark also own a 3% non-controlling interest in the Aqua portfolio, which may impact various rights and economics under the management agreements.

Certain managed seniors housing properties are held through joint ventures, where an affiliate of the manager owns a 3% non-controlling interest, primarily to create alignment and incentives for the manager to perform. In addition, we own a 20% interest in Solstice Senior Living, LLC, or Solstice, a management platform formed with affiliates of Integral Senior Living, or ISL, the manager of the Winterfell portfolio, which gives us additional rights and minority protections.

On November 1, 2022, each of the management agreements with Solstice for the Winterfell portfolio properties were amended to include, among other things, a long-term incentive fee, or the Incentive Fee, payable to Solstice if the Winterfell portfolio achieved certain performance goals related to growth in net operating income through 2025.

In the event that the aggregate net operating income generated by the Winterfell portfolio exceeds certain performance goals for the twelve months ending December 31, 2025, or an earlier date if the Winterfell portfolio is sold and Solstice is terminated as the manager, we may be required to pay to Solstice amount equal to 5-20% of the aggregate net operating income for that period in excess of the performance target, calculated in accordance with the terms of the management agreements and subject to the terms and conditions set forth in the management agreements, payable on or before March 2026.

We determined that it is probable that the Incentive Fee will be payable based on performance achieved by the Winterfell portfolio during the year December 31, 2024, and, as a result, accrued an estimated reserve of $6.0 million as of December 31, 2024.

Properties Sold and Held for Sale

In our operating investments segment, during the year ended December 31, 2024, we sold two properties within the Rochester portfolio managed by Watermark. The sales generated net proceeds totaling $14.8 million after the repayment of outstanding borrowings and transaction costs. In addition, in December 2024, we entered into an agreement to sell the remaining property within the Rochester portfolio, which was designated as held for sale as of December 31, 2024. The sale was completed in January 2025 and generated net proceeds of $6.6 million after transaction costs. As of December 31, 2024, we continue to have legal ownership of seven seniors housing properties, or the Rochester Sub-Portfolio, securing seven individual mortgage notes payable, or the Rochester Sub-Portfolio Loan, which were placed into a receivership in October 2023. We continue to work with the receiver and its advisors to facilitate an orderly transition of the ownership of the properties.

As of December 31, 2024, our net lease investments segment included four ALF properties located in New York, or the Arbors portfolio, operated by Arcadia Management under net leases, which were designated as held for sale. In November 2024, we entered into an agreement to sell the Arbors portfolio and the sale was completed in January 2025, generating net proceeds of $1.2 million, after the repayment of outstanding borrowings of $79.1 million and transaction costs. Since February 2021, the operator has failed to remit rent in full and comply with other contractual terms of its lease agreements, which resulted in a

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default under the operator’s leases. The sale allowed us to repay all outstanding borrowings in advance of a February 2025 debt maturity and exit an underperforming portfolio with a defaulted lease.

Unconsolidated Investments

Until September 20, 2024, we owned a 24.0% minority interest in the Trilogy REIT Holding, LLC, or Trilogy, which indirectly owns integrated senior health campuses, providing services associated with ILFs, ALFs, MCFs and skilled nursing facilities, across the Midwest. On September 20, 2024, we completed the sale of our investment in Trilogy, which generated net proceeds to us of $254.0 million.

As of December 31, 2024, our remaining unconsolidated investment with ongoing operations is our 20.0% minority interest in Solstice, the management platform formed with affiliates of ISL to exclusively manage one of our operating investments, the Winterfell portfolio.

Seasonality

Our revenues are dependent on occupancy and may fluctuate based on seasonal trends. It is difficult to predict the magnitude of seasonal trends and the related potential impact of the cold and flu season, occurrence of epidemics or any other widespread illnesses on the occupancy of our facilities. A decrease in occupancy could adversely affect our operating income.

Competition

Our investments will experience local and regional market competition for residents, operators and staff. Competition will be based on quality of care, reputation, physical appearance of properties, services offered, family preference, physicians, staff and price. Competition will come from independent operators as well as companies managing multiple properties, some of which may be larger and have greater resources than our operators. Some of these properties are operated for profit while others are owned by governmental agencies or tax-exempt, non-profit organizations. Competitive disadvantages may result in vacancies at facilities, reductions in net operating income and ultimately a reduction in stockholder value.

Inflation

Macroeconomic trends such as increases in inflation can have a substantial impact on our business and financial results. Many of our costs are subject to inflationary pressures. These include labor, repairs and maintenance, food costs, utilities, insurance and other operating costs. Our managers’ ability to offset increased costs by increasing the rates charged to residents may be limited by competitive pressures, affordability and timing, which may lag behind cost volatility. As a result, cost inflation will substantially affect the net operating income of our properties.

Portfolio Management

The portfolio management process for our investments includes oversight by our executive and asset management teams, regular management meetings and an operating results review process. These processes are designed to evaluate and proactively identify asset-specific issues and trends on a portfolio-wide, sub-portfolio or asset type basis. The teams work in conjunction with our managers to create tailored action plans to address issues identified.

Our executive and asset management teams are experienced and use many methods to actively manage our investments to enhance or preserve our income, value and capital and to mitigate risk. Our teams seek to identify opportunities for our investments that may involve replacing or renovating facilities in our portfolio which, in turn, would allow us to improve occupancy and resident rates and enhance the overall value of our assets. To manage risk, our teams engage in frequent review and dialogue with operators/managers/third party advisors and periodic inspections of our owned properties. In addition, our teams consider the impact of regulatory changes on the performance of our portfolio.

Our teams will continue to monitor the performance of, and actively manage, all of our investments. However, there can be no assurance that our investments will continue to perform in accordance with our expectations.

Profitability and Performance Metrics

We calculate Funds from Operations, or FFO, Modified Funds from Operations, or MFFO, and net operating income, or NOI, to evaluate the profitability and performance of our business. See “Non-GAAP Financial Measures” for a description of these metrics.

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Human Capital

On October 21, 2022, as a result of completing the Internalization, we became a self-managed REIT. Prior to the Internalization, we had no employees and were externally managed by the Former Advisor or its affiliates, who provided management, acquisition, advisory, marketing, investor relations and certain administrative services for us. As of December 31, 2024, we had eight full-time employees.

We believe our employees are critical to our success. All of our employees are provided with a comprehensive benefits and wellness package, which may include medical, dental and vision insurance, life insurance, 401(k) matching, long-term incentive plans, among other things. In connection with the Internalization, we worked with a compensation consultant to evaluate and benchmark the competitiveness of our compensation programs focused on pay practices that reward performance and support our needs. Our executive management team oversees our human capital resources and employment practices to ensure that an asset as important as our employees is strategically integrated with our goals and business plan as a healthcare REIT.

We are also committed to providing a safe and healthy workplace. We continuously strive to meet or exceed compliance with all laws, regulations and accepted practices pertaining to workplace safety.

We utilize a professional employer organization, or PEO, who is the employer of record of our employees and administers our benefits, payroll and other human resource management services.

Regulation

We are subject, in certain circumstances, to supervision and regulation by state and federal governmental authorities and are subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things:

•require compliance with applicable REIT rules;

•regulate healthcare operators with respect to licensure, certification for participation in government programs and relationships with patients, physicians, tenants and other referral sources;

•regulate occupational health and safety;

•regulate removal or remediation of hazardous or toxic substances;

•regulate land use and zoning;

•regulate removal of barriers to access by persons with disabilities and other public accommodations;

•regulate tax treatment and accounting standards; and

•regulate use of derivative instruments and our ability to hedge our risks related to fluctuations in interest rates and exchange rates.

Tax Regulation

We elected to be taxed as a REIT under the Code, commencing with our taxable year ended December 31, 2013. If we maintain our qualification as a REIT for federal income tax purposes, we will generally not be subject to federal income tax on our taxable income that we distribute as dividends to our stockholders. If we fail to maintain our qualification as a REIT in any taxable year after electing REIT status, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income. However, we believe that we are organized and operate in a manner that enables us to qualify for treatment as a REIT for federal income tax purposes and we intend to continue to operate so as to remain qualified as a REIT for federal income tax purposes. In addition, we operate certain healthcare properties through structures permitted under the REIT Investment Diversification and Empowerment Act of 2007, which permits us, through taxable REIT subsidiaries, or TRSs, to have direct exposure to resident fee income and incur related operating expenses.

U.S. Healthcare Regulation

Overview

Seniors housing facilities may be subject to extensive and complex federal, state and local laws, regulations and industry standards governing their operations. Although the properties within our seniors housing investments portfolio may be subject to varying levels of governmental scrutiny, we expect that the healthcare industry, in general, will continue to face increased

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regulation and pressure. Changes in laws, regulations, reimbursement and enforcement activity can all have a significant effect on our operations and financial condition, as set forth below and under Item 1A. “Risk Factors.”

Fraud and Abuse Enforcement

Healthcare providers are subject to federal and state laws and regulations that govern their operations, including those that require providers to furnish only medically necessary services and submit to third-party payors valid and accurate statements for each service, as well as kickback laws, self-referral laws and false claims laws. Sanctions for violations of these laws, regulations and other applicable guidance may include, but are not limited to, loss of licensure, loss of certification or accreditation, denial of reimbursement, imposition of civil and criminal penalties and fines, suspension or exclusion from federal and state healthcare programs or closure of the facility.

Reimbursements

Sources of revenues for our seniors housing properties are primarily private payors, including private insurers and self-pay patients, and payments from state Medicaid programs. Medicaid is a medical assistance program for eligible needy persons that is funded jointly by federal and state governments and administered by the states. Medicaid eligibility requirements and benefits vary by state. Medicaid programs are highly regulated and subject to frequent and substantial changes resulting from legislation, regulations and administrative and judicial interpretations of existing law.

Federal, state and private payor reimbursement methodologies applied to healthcare providers are continuously evolving. With significant budgetary pressures, federal and state governments continue to seek ways to reduce federal healthcare program spending, such as reductions in reimbursement rates and increased enrollment in managed care programs, among other things. It is difficult to predict the nature and success of future financial or delivery system reforms, or the extent of any changes to Medicaid eligibility and overall government spending on Medicaid programs, including those that may be implemented by the new Administration, but changes to reimbursement rates and related policies could adversely impact our results of operations.

Licensure, Certification and Accreditation

Seniors housing facilities and other healthcare providers that operate healthcare properties in our seniors housing investments portfolio may be subject to extensive state licensing, laws and regulations, which may restrict the ability to add new properties, expand an existing facility’s size or services, or transfer responsibility for operating a particular facility to a new operator. The failure of our operators or managers to obtain, maintain or comply with any required license or other certification, accreditation or regulatory approval (which could be required as a condition of licensure or third-party payor reimbursement) could result in loss of licensure, loss of certification or accreditation, denial of reimbursement, imposition of civil and/or criminal penalties and fines, suspension or exclusion from federal and state healthcare programs or closure of the facility, any of which could have an adverse effect on our operations and financial condition.

Health Information Privacy and Security

Healthcare providers, including those in our portfolio, are subject to numerous state and federal laws that protect the privacy and security of patient health information. The federal and state governments have significantly increased enforcement of these laws. The failure of our managers to maintain compliance with privacy and security laws could result in the imposition of penalties and fines, which in turn may adversely impact us.

CARES ACT and Similar Governmental Funding Programs

A variety of federal, state and local government efforts were initiated in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act. The CARES Act includes provisions reimbursing eligible health care providers for certain health care-related expenses or lost revenues not otherwise reimbursed that were directly attributable to COVID-19 through the U.S. Department of Health and Human Services, or HHS, Provider Relief Fund. We applied for and received grants from the Provider Relief Fund for our seniors housing properties.

The HHS Office of Inspector General and the Pandemic Response Accountability Committee each have the right to conduct audits of our use of funds from the Provider Relief Fund and HHS has the right to recoup some or all of the payments if it determines those payments were not made or the funds were not used in compliance with its rules, regulations and interpretive guidance.

Investment Company Act

We believe that we are not, and intend to conduct our operations so as not to become, regulated as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. We have relied, and intend to continue to rely, on current interpretations of the staff of the SEC in an effort to continue to qualify for an exemption from registration under

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the Investment Company Act. For more information on the exemptions that we use, refer to Item 1A. “Risk Factors—Risks Related to Regulatory Matters and Our REIT Tax Status—Maintenance of our Investment Company Act exemption imposes limits on our operations.”

For additional information regarding regulations applicable to us, refer to below and Item 1A. “Risk Factors.”

Independent Directors’ Review of Our Policies

As required by our charter, our independent directors have reviewed our policies, including but not limited to our policies regarding investments, leverage and conflicts of interest and determined that they are in the best interests of our stockholders.

Corporate Governance and Internet Address

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board consists of a majority of independent directors. The audit committee of our Board, or the Audit Committee, and compensation committee of our Board are composed exclusively of independent directors. We have adopted corporate governance guidelines and a code of ethics, which delineate our standards for our officers and directors.

Our internet address is www.northstarhealthcarereit.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K. We make available, free of charge through a link on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports, if any, as filed or furnished with the SEC, as soon as reasonably practicable after such filing or furnishing. Our site also contains our code of ethics, corporate governance guidelines, our Audit Committee charter and our compensation committee charter. Within the time period required by the rules of the SEC, we will post on our website any amendment to our code of ethics or any waiver applicable to any of our directors, executive officers or senior financial officers.

Item 1A. Risk Factors

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. Although we have entered into the Merger Agreement, there can be no assurance that the Merger will be consummated. The following risk factors describe the risks and uncertainties we may face during the pendency of the consummation of the Merger and in the event the Merger is not consummated. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial or that generally apply to all businesses also may adversely impact our business. If any of the following risks occur, our business, financial condition, operating results, cash flow and liquidity could be materially adversely affected.

Risks Related to the Merger

There is no assurance that the Merger will be consummated.

There is no assurance that the Merger will be consummated or, if the Merger is consummated, that certain terms of the Merger Agreement may not change. The Merger Agreement is subject to a number of conditions that might prevent the closing of the Merger including, but not limited to, obtaining the approval of our stockholders. In addition, the Merger Agreement may be terminated by either party under certain circumstances. In connection with the termination of the Merger Agreement under certain circumstances, we would be required to pay termination amounts in cash ranging from approximately $14.1 million to $22.5 million. Accordingly, there can be no assurance that the Merger will be consummated according to the terms described herein or at all, and if it fails to close we may be liable for a significant termination amount, which may adversely affect our business, financial results and operations.

The announcement and pendency of our proposed Merger could adversely affect our business, financial results and operations.

The announcement and pendency of the proposed Merger could cause disruptions in and create uncertainty surrounding our business, including by affecting our ability to maintain relationships with our partners, managers and others with whom we do business. Any such disruptions or uncertainty could have an adverse effect on our business, financial results and operations. We have also diverted, and will continue to divert, significant management resources towards the negotiation, entry into and anticipated completion of the Merger, which could adversely affect our business and results of operations.

In addition, without the consent of Welltower and subject to certain other exceptions, we are subject to restrictions on the conduct of our business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on our ability to make certain capital expenditures, investments and acquisitions, sell, lease, transfer or dispose of our assets, amend certain contracts or our organizational documents and incur indebtedness. These restrictions could

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prevent us from pursuing otherwise attractive business opportunities, result in our inability to respond effectively to expiring contracts, developments with our managers (including changes in the financial positions of our managers) or other industry developments, and may otherwise adversely affect our business, financial results and operations.

Risks Related to Our Business and Strategy

Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation and interest rates, may adversely affect our business and financial results.

Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation and interest rates, may adversely impact our business, financial condition and results of operations. Increased labor costs and a shortage of available skilled and unskilled workers has and may in the future increase the cost of staffing at our seniors housing communities. To the extent our managers cannot hire sufficient workers, they may be required to enhance pay and benefits packages to compete effectively for such personnel or use more costly contract or overtime labor. If our managers are unable to hire and fill necessary positions, our business may suffer, causing us to forego potential revenue and growth. Rising labor expense may result in a decrease in our net operating income and, as a result, the value of our properties.

Many of our costs, including operating and administrative expenses, interest expense and capital project costs, are subject to inflation. These include expenses for property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs. Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costs by passing them through, or increasing the rates we charge, to residents. If there is an increase in these costs, our business, cash flows and operating results could be adversely affected.

Elevated interest rates may also result in higher operating and incremental borrowing costs for us, as well as a decrease in the value of our real estate and a decrease in our cash flows and net income. In addition, elevated inflation or higher than expected interest rates due to macrodevelopments, U.S. government policies, or otherwise, could negatively impact consumer spending and future demand for our properties.

Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations.

Any disruption to the capital markets or ability to access such markets could impair our ability to execute on our business strategy. Adverse developments affecting economies throughout the world, including rising inflation, a general tightening of availability of credit (including the price, terms and conditions under which it can be obtained), the state of the public and private capital markets, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, declining consumer confidence, the actual or perceived state of the real estate market, tightened labor markets or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could impact our business, financial condition and results of operations. For example, unfavorable changes in general economic conditions, including recessions, economic slowdowns, high unemployment and rising prices or the perception by consumers of weak or weakening economic conditions may reduce disposable income and impact consumer spending in healthcare or seniors housing, which could adversely affect our financial results.

To the extent there is turmoil in the global financial markets, this turmoil has the potential to adversely affect the value of our properties, the availability or the terms of financing that a potential purchaser for our properties or we may be able to obtain and our ability to make principal and interest payments on, or refinance when due, any outstanding indebtedness.

We are directly exposed to operational risks at all of our properties and are dependent on the managers of these properties to manage these risks.

All of our properties are operated pursuant to management agreements, where we are directly exposed to various operational risks. These risks include: (i) fluctuations in occupancy; (ii) fluctuations in private pay rates and government reimbursement; (iii) increases in the cost of food, materials, energy, labor (as a result of workforce challenges or otherwise) or other services; (iv) rent control regulations; (v) national and regional economic conditions; (vi) the imposition of new or increased taxes; (vii) capital expenditure requirements; (viii) federal, state, local licensure, certification and inspection, fraud and abuse, and privacy and security laws, regulations and standards; (ix) professional and general liability claims; (x) the availability and increases in cost of insurance coverage; and (xi) the impact of actual and anticipated outbreaks of disease and epidemics, such as COVID-19. Any one or a combination of these factors may adversely affect our revenue and operations.

Significant uncertainty continues to exist regarding the impact of macroeconomic trends on revenue and expenses at our properties, including with respect to labor and employment, inflation, rising interest rates and potential changes or disruptions in

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government reimbursement. For all of our directly owned properties, we are responsible for operating shortfalls if the properties do not generate sufficient revenues to cover expenses.

Although we are directly exposed to operational risks, our managers are ultimately in control of the day-to-day business of our seniors housing facilities. We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our seniors housing facilities efficiently and effectively. We also rely on our managers to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate our seniors housing facilities in compliance with all applicable laws and regulations. While we have various rights as the property owner under our management agreements, we may have limited recourse under our management agreements if we believe that the managers are not performing adequately. The failure by our managers to effectively manage these properties could have a material adverse effect on our business, results of operations and financial condition.

We depend on the manager of our Winterfell portfolio, Solstice Senior Living, or Solstice, for a significant majority of our revenues and net operating income. Adverse developments in Solstice’s business and affairs or financial condition could have a material adverse effect on us.

As of December 31, 2024, Solstice managed 32 of our seniors housing facilities pursuant to management agreements. For the year ended December 31, 2024, properties managed by Solstice represented 70.3% and 79.2% of our resident fee and rental revenues and our gross real estate carrying value (net of impairment, before accumulated depreciation), respectively.

Solstice, through affiliates, may operate other properties or have other business initiatives that may be in conflict with our interests or cause them to fail to prioritize our properties. In addition, if Solstice is unable to attract, retain and incentivize qualified personnel, it could impair their respective ability to manage our properties efficiently and effectively. Further, any significant changes in senior management or equity ownership, or adverse developments in their businesses and affairs or financial condition, could also impair their respective ability to manage our properties and could have a materially adverse effect on us.

If we must replace any of our managers, we might be unable to reposition the properties and fully restore value, and we could be subject to delays, limitations and expenses, all of which could have a material adverse effect on us.

If our managers experience performance challenges, we may need to negotiate new management agreements with our managers or reposition our properties with new managers. In these circumstances, operating cash flow on the related properties could decline or cease altogether while we reposition the properties. We also may not be successful in identifying suitable replacements or enter into new management agreements on a timely basis or on terms as favorable to us as our current management agreements, if at all, and we may be required to fund certain transition-related costs. Replacement of managers may also be subject to regulatory approvals. Once a suitable replacement manager has taken over operation of the properties, it may still take an extended period of time before the properties are fully repositioned and value restored, if at all. If we are unable to find a suitable replacement manager, we may determine to dispose of a property, which may result in a loss. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

We are subject to risks associated with capital expenditures, and our failure to adequately manage such risks could have a material adverse effect on our business, financial condition and results of operations.

Our properties require significant investment in capital expenditures. If we fail to adequately invest in capital expenditures, including as a result of restrictions imposed on us by the Merger Agreement, occupancy rates and the amount of rental and reimbursement income generated by our facilities may decline, which would negatively impact the overall value of the affected facilities. At the same time, capital expenditures subject us to risks, including cost overruns, the inability of the manager to generate sufficient cash flow to achieve the projected return and potential declines in the value of the property. There can be no assurance that any investment in capital expenditures increases the overall return on our investments. If we fail to adequately manage such risks, it could have a material adverse effect on our business, financial condition and results of operations. These risks may be further heightened due to our limited sources of liquidity, and we could find ourselves in a position with insufficient liquidity to fund future obligations.

Events that adversely affect the ability of seniors and their families to afford resident fees at our seniors housing facilities could cause our occupancy rates, revenues and results of operations to decline.

Costs to seniors associated with independent, assisted living and memory care services are generally not reimbursable under government reimbursement programs such as Medicare and Medicaid. Only seniors with sufficient income or assets or other resources will be able to afford to pay the monthly resident fees, and a weak economy, depressed housing market or changes in demographics could adversely affect their continued ability to do so. If our managers are unable to retain and attract seniors with sufficient income, assets or other resources required to pay the fees associated with independent and assisted living services, our

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occupancy rates and revenues could decline, which could, in turn, materially adversely affect our business, results of operations and financial condition.

Increased competition could adversely affect future occupancy rates, operating margins and profitability at our properties.

The healthcare and seniors housing industries are highly competitive, and our managers may encounter increased competition for residents and patients, including with respect to the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price and location. If development outpaces demand in the markets in which our properties are located, those markets may become saturated and our managers could experience decreased occupancy, reduced operating margins and lower profitability, which could have a material adverse effect on us. Depending on the jurisdiction, there are limited barriers to developing properties in our asset classes, particularly seniors housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in a timely manner in order to respond to changes in those dynamics.

Our strategy depends upon identifying and executing on disposition opportunities that achieve a desired return.

An important part of our business strategy has been to identify and execute on disposition opportunities that achieve a desired return. Our ability to execute this strategy is affected by many factors outside of our control, including general economic conditions and disruptions in capital markets. If the Merger is not consummated and performance of our properties does not continue to improve as we anticipate, due to labor markets, inflation, concerns regarding pandemics or otherwise, or rising interest rates or disruptions in the capital markets result in lower asset values, we may be unable to achieve desired returns.

We may be forced to dispose of assets at suboptimal times due to debt maturities.

We currently have $614.1 million of borrowings outstanding that mature through 2026. We may be unable to extend or refinance these borrowings without a significant pay down of existing loan balances. If we do not have sufficient capital to pay down existing loan balances, we may be forced to sell assets to generate additional capital or sell the assets in advance of the loan maturities. Our ability to dispose of or refinance these investments depends on a variety of factors that we do not control, including macroeconomic trends, market conditions and the state of the capital markets and restrictions imposed on us by the Merger Agreement. Further, given the nature of our assets and the magnitude of these borrowings, we may not be able to respond quickly to changes in market conditions. As a result, we may be forced to dispose of these assets at a suboptimal time and may not be able to dispose of these assets for values in excess of outstanding borrowings at that time.

We may not be able to sell our properties quickly in response to changes in economic and other conditions, which may result in losses to us.

Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to changes in economic or other conditions is limited. In addition, transfers of seniors housing properties may be subject to regulatory approvals that are not required for transfers of other types of commercial properties. Further, to the extent that our asset sales may ultimately be deemed to constitute all or substantially all of our assets, the requirements of our charter to obtain stockholder approval for certain dispositions will substantially limit our ability to move quickly. We cannot assure you that we will recognize the full value of any property that we sell, and the inability to respond quickly to changes in the performance of our investments and market conditions could adversely affect our business, results of operations and financial condition.

Our joint venture partners could take actions that decrease the value of an investment to us and lower our overall return.

We have a joint venture investment in the Aqua portfolio with Watermark, where we have a controlling, majority interest.

This investment generally involves risks not otherwise present with other methods of investment, including, for example, the following risks:

•fraud or other misconduct by our joint venture partners;

•we may share decision-making authority with our joint venture partner regarding certain major decisions affecting the ownership of the joint venture and the joint venture property, such as the sale of the property or the making of additional capital contributions for the benefit of the property, which may prevent us from taking actions that are opposed by our joint venture partner;

•such joint venture partner may at any time have economic or business interests or goals that are or that become in conflict with our business interests or goals, including for example the operation of the properties;

•such joint venture partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives;

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•our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of interest and risk to our REIT status;

•we rely upon our joint venture partners to manage the day-to-day operations of the joint venture and underlying assets, as well as to prepare financial information for the joint venture and any failure to perform these obligations may have a negative impact on our performance and results of operations;

•our joint venture partner may experience a change of control, which could result in new management of our joint venture partner with less experience or conflicting interests to ours and be disruptive to our business;

•we may not be able to control distributions from our joint ventures;

•we may be forced to sell our interest or acquire our partner’s interest at a time we otherwise would not have elected to do so as a result of a buy-sell or forced sale arrangement; and

•the terms of our joint ventures could restrict our ability to sell or transfer our interest to a third party when we desire on advantageous terms, which could result in reduced liquidity.

Failure to comply with certain healthcare laws and regulations could adversely affect our operations.

Our managers of ALFs and MCFs generally are subject to varying levels of state, local, and industry-regulated laws, regulations and standards. For our operating properties, our subsidiaries are generally required to be the holder of the applicable healthcare license and enrolled in government healthcare programs (e.g., Medicaid), where applicable, and are therefore directly subject to various regulatory obligations. Our managers’ failure to comply with any of these laws, regulations or standards could result in denial of reimbursement, imposition of fines, civil or criminal penalties or damages, suspension or exclusion from federal and state healthcare programs, loss of license, loss of accreditation or certification, or closure of the facility. Such actions may directly expose us to liability and expense, or have an effect on our operators’ ability to meet all of their obligations to us, and adversely impact us. Refer to “U.S. Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K for further discussion.

Changes in the U.S. political and regulatory environment could affect availability of government funding, which could negatively impact our business.

Certain of our properties may rely on government programs as a source of funding, such as reimbursement from Medicaid. Funding from government agencies and reimbursement programs such as Medicaid, including the overall availability and reimbursement rates under these programs, often fluctuates and is subject to the political process, which is often unpredictable. Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may adversely impact our business, financial condition or results of operations.

Significant legal actions or regulatory proceedings could subject us to increased operating costs and substantial uninsured liabilities, which could materially adversely affect our liquidity, financial condition and results of operations.

We may be subject to claims brought against us in lawsuits and other legal or regulatory proceedings arising out of our alleged actions or the alleged actions of managers. From time to time, we may also be subject to claims brought against us arising out of the alleged actions of operators and for which such operators may have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such litigation or proceeding could materially adversely affect our liquidity, financial condition and results of operations and have a material adverse effect on us.

In certain cases, we and our managers may be subject to professional liability claims brought by plaintiffs’ attorneys seeking significant punitive damages and attorneys’ fees. Due to the historically high frequency and severity of professional liability claims against seniors housing and healthcare providers, the availability of professional liability insurance has decreased and the premiums on such insurance coverage remain costly. These claims, with or without merit, could cause us to incur substantial costs, harm our reputation and adversely affect our ability to attract and retain residents, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, certain types of claims, such as wage and hour employment actions, are not covered by insurance. As a result, insurance protection against such claims may not be sufficient to cover all claims against us or our managers, and may not be available at a reasonable cost. If we or our managers are unable to maintain adequate insurance coverage or are required to pay punitive damages, we may be exposed to substantial liabilities.

Insurance may not cover all potential losses on commercial real estate investments, which may impair the value of our assets.

We generally maintain comprehensive insurance covering our properties and their operations. While we believe all of our properties are adequately insured, we cannot assure you that we will continue to be able to maintain adequate levels of insurance or that the policies maintained will fully cover all losses on our properties. We may not obtain, or require operators to obtain,

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certain types of insurance if it is deemed commercially unreasonable. We cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future.

Some of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extreme weather and other natural events, including fires, snow, rain or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding and other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties that could exceed our property insurance coverage. We may also be forced to retain additional risk, through higher deductibles, to obtain property insurance coverage on commercially reasonable terms. If we are forced to retain additional risk or incur a loss greater than insured limits, it could materially and adversely affect our business, financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.

Our investments are subject to the risks typically associated with real estate.

In addition to risks related to the healthcare industry, our investments are subject to the risks typically associated with real estate, including:

•local, state, national or international economic conditions, including market disruptions caused by regional concerns, political upheaval and other factors;

•property operating costs, including insurance premiums, real estate taxes and maintenance costs;

•changes in interest rates and in the availability, cost and terms of mortgage financing;

•costs associated with compliance with the Americans with Disabilities Act of 1990, the Fair Housing Act of 1968, fire and safety regulations, rent control regulations, building codes and other land use regulations and licensing or certification requirements;

•adverse changes in state and local laws, including zoning laws;

•environmental compliance costs and liabilities; and

•other factors which are beyond our control.

Risks Related to Our Capital Structure

We may not be able to generate sufficient cash flow to meet all of our existing or potential future debt service obligations.

Our ability to meet all of our existing or potential future debt service obligations, to refinance our indebtedness, and to fund our operations, working capital, capital expenditures or other important business uses, depends on our ability to generate sufficient cash flow. Our future cash flow is subject to, among other factors, the performance of our managers, as well as general economic, industry, financial, competitive, operating, legislative and regulatory conditions, many of which are beyond our control.

Although we have significant available cash on hand from assets sales and other realization events, if we were to distribute or use this available cash to reduce our borrowings, we cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us on favorable terms, or at all, in amounts sufficient to enable us to meet all of our existing or potential future debt service obligations, or to fund our other important business uses or liquidity needs. As a result, we could be forced to take other actions to meet those needs, such as selling properties or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot assure you that we will be able to effect any of these actions on favorable terms, or at all.

We require capital in order to operate our business, and the failure to obtain such capital would have a material adverse effect on our business, financial condition and results of operations.

We may need to rely on external sources of capital to fund future capital needs. Our access to capital depends upon a number of factors over which we have little or no control, including, among others, restrictions imposed on us by the Merger Agreement, the performance of the national and global economies generally, competition in the healthcare and seniors housing industries, issues facing the industries, including regulations and government reimbursement policies, operating costs and the market value of our properties. Although we believe that we have sufficient access to capital and other sources of funding to meet our expected liquidity needs at this time, we cannot assure you that our access to capital and other sources of funding will not become constrained, particularly if we determine to make special distributions to stockholders or require capital in connection with any potential refinancing of debt as it matures, which could adversely affect our results of operation and financial condition.

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We are exposed to increases in interest rates, which could reduce our cash flows and adversely impact our ability to refinance existing debt or sell assets.

Interest rates are elevated and may continue to rise. Increases in interest rates may result in a decrease in the value of our real estate. In addition, certain of our borrowings are floating-rate obligations and the increase in interest rates will increase the costs of these borrowings, which may reduce our cash flows and impair our ability to meet our debt obligations. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing, as well as decrease the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in economic or other conditions.

We use significant leverage in connection with our investments, which increases the risk of loss associated with our investments and restricts our ability to engage in certain activities.

As of December 31, 2024, we had $858.5 million of consolidated asset-level borrowings outstanding. We may also incur additional borrowings in the future to satisfy our capital and liquidity needs. Our substantial borrowings, among other things:

•require us to dedicate a large portion of our cash flow to pay principal and interest on our borrowings, which reduces the availability of cash flow to fund working capital, capital expenditures and other business activities;

•increase our vulnerability to general adverse economic and industry conditions, as well as operational failures by our managers;

•subject us to maintaining various debt, operating income, net worth, cash flow and other covenants and financial ratios;

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•restrict our operating policies and ability to make strategic dispositions or exploit business opportunities;

•place us at a competitive disadvantage compared to our competitors that have fewer borrowings;

•limit our ability to borrow additional funds (even when necessary to maintain adequate liquidity), dispose of assets or make distributions to stockholders; and

•increase our cost of capital.

If we fail to comply with the covenants in the instruments governing our borrowings or do not generate sufficient cash flow to service our borrowings, our liquidity may be materially and adversely affected. In July 2023, we elected not to use cash reserves to pay debt service on the Rochester Sub-Portfolio Loan secured by the Rochester Sub-Portfolio, which did not generate sufficient cash flow to pay debt service in full. As a result of these defaults or if we default on additional borrowings, we may be required to repay outstanding obligations, including penalties, prior to the stated maturity, be subject to cash flow sweeps or potentially have assets foreclosed upon. In addition, we may be unable to refinance borrowings when they become due on favorable terms, or at all, or dispose of assets prior to the stated maturity of our borrowings for values in excess of the outstanding borrowings, which could have a material adverse impact on our results of operations and the value of our investments.

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We may be adversely affected by our concentration of borrowings with Fannie Mae.

As of December 31, 2024, approximately 95.0% of our outstanding borrowings are through Fannie Mae. In July 2023, we defaulted on the Rochester Sub-Portfolio Loan, which totaled $99.8 million of borrowings, with Fannie Mae. As a result, a receiver has been appointed for the Rochester Sub-Portfolio and we are in the process of transitioning ownership of these properties to Fannie Mae or its designee. This default, and any other potential future defaults, on our debt with Fannie Mae may impact our relationship with Fannie Mae and therefore indirectly our other borrowings. In addition, to the extent we seek to modify or extend any of our loans, Fannie Mae may have more limited flexibility than other commercial lenders.

If we are required to make payments under any “bad boy” carve-out guaranties that we provide in connection with certain mortgages and related loans, we could be materially and adversely affected.

Although substantially all of our current indebtedness is non-recourse mortgage loans, we have provided, and may continue to provide, standard carve-out guaranties. These guaranties are applicable in connection with certain improper or fraudulent actions of the borrower, as well as certain bankruptcy or similar reorganization proceedings or actions (commonly referred to as “bad boy” guaranties). Although we believe that “bad boy” carve-out guaranties are not guaranties of payment in the event of foreclosure or other enforcement actions of lenders due to circumstances beyond the borrower’s control, we cannot assure you that lenders will not seek to allege claims under such guaranties. In the event such a claim was made against us, and was successful, we could be materially and adversely affected.

Our distribution policy is subject to change. We may not be able to make distributions in the future.

Our Board determines an appropriate common stock distribution based upon numerous factors, including our targeted distribution rate, REIT qualification requirements, the amount of cash flow generated from operations, availability of existing cash balances, borrowing capacity under existing credit agreements, access to cash in the capital markets and other financing sources, our view of our ability to realize gains in the future through appreciation in the value of our assets, general economic conditions and economic conditions that more specifically impact our business or prospects. Future distribution levels are subject to adjustment based upon any one or more of the risk factors set forth in this Annual Report on Form 10-K, as well as other factors that our Board may, from time-to-time, deem relevant to consider when determining an appropriate common stock distribution. After considering all of these factors, on February 1, 2019, our Board determined to suspend the monthly distribution payments to stockholders. Furthermore, the terms of the Merger Agreement restrict us from making distributions, subject to certain exceptions including distributions reasonably necessary for us to maintain our status as a REIT. Based on the current forecasted cash flow and capital needs, we do not anticipate resuming recurring distributions in the near future. In the event the Merger is not completed and the Merger Agreement is terminated, the Board will evaluate special distributions in connection with any sales and other realizations of investments on a case-by-case basis based on, among other factors, current projected liquidity and capital needs; however, we may not be able to make distributions in the future at all or at any particular rate.

If we pay distributions from sources other than our cash flow provided by operations, we will have less cash available for investments and your overall return may be reduced.

Our organizational documents permit us to pay distributions from any source, including offering proceeds, borrowings or sales of assets or we may make distributions in the form of taxable stock dividends. We have not established a limit on the amount of proceeds we may use to fund distributions. We have funded distributions in the past in excess of our cash flow from operations and may continue to do so in the future. If we pay distributions from sources other than our cash flow provided by operations, such as using the proceeds of asset sales, our book value may be negatively impacted and the value of our shares will be reduced.

Stockholders are not currently able to sell any of their shares of our common stock back to us pursuant to our Share Repurchase Program, and if they do sell their shares on any limited market that may develop, they may not receive the price they paid upon subscription.

Our Share Repurchase Program has been suspended since April 2020. Therefore, stockholders do not currently have the opportunity to sell any of their shares of our common stock back to us pursuant to our Share Repurchase Program. If a limited market develops to sell shares of our common stock, through tender offers or otherwise, stockholders are not likely to receive the same price they paid for any shares of our common stock being purchased.

Our Board determined an estimated value per share of $2.96 for our common stock as of June 30, 2024, which may not reflect the current value of shares of our common stock.

On October 15, 2024, our Board approved and established an estimated value per share of $2.96 for our common stock as of June 30, 2024. Our Board’s objective in determining the estimated value per share was to arrive at a value, based on the most

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recent data available, that it believed was reasonable. However, the market for commercial real estate assets can fluctuate quickly and substantially and values are expected to change in the future and may decrease.

As with any valuation methodology, the methodologies used to determine the estimated value per share are based upon a number of estimates and assumptions that may prove later to be inaccurate or incomplete. Further, different market participants using different assumptions and estimates could derive different estimated values. The estimated value per share may also not represent the price that the shares of our common stock would trade at on a national securities exchange, the amount realized in a sale, merger or liquidation or the amount a stockholder would realize in a private sale of shares.

The estimated value per share of our common stock was calculated as of a specific date and is expected to fluctuate over time in response to future events, including but not limited to, changes to commercial real estate values, particularly healthcare-related commercial real estate, changes in our operating performance, changes in capitalization rates, rental and growth rates, changes in laws or regulations impacting the healthcare industry, demographic changes, returns on competing investments, changes in administrative expenses and other costs, the amount of distributions on our common stock, changes in the number of shares of our common stock outstanding, the proceeds obtained for any common stock transactions, local and national economic factors and the other factors specified in these risk factors. There is no assurance that the methodologies used to estimate value per share would be acceptable to the Financial Industry Regulatory Authority, Inc., or FINRA, or in compliance with the Employment Retirement Income Security Act, or ERISA, guidelines with respect to their reporting requirements.

No public trading market for our shares currently exists, and as a result, it will be difficult for stockholders to sell their shares and, if stockholders are able to sell their shares, stockholders will likely sell them at a substantial discount to the price paid for those shares.

Our charter does not require our Board to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require us to list our shares for trading on a national securities exchange by a specified date or otherwise pursue a transaction to provide liquidity to stockholders. There is no public market for our shares and we currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase standards. Our Share Repurchase Program has been suspended and does not currently enable stockholders to sell their shares to us. Therefore, it is difficult for stockholders to sell their shares promptly or at all. If stockholders are able to sell their shares, stockholders would likely have to sell them at a substantial discount to the public offering price paid for those shares. It is also likely that stockholders’ shares would not be accepted as the primary collateral for a loan.

If we do not successfully implement a liquidity transaction, such as the Merger, stockholders may have to hold their investments for an indefinite period.

Our charter does not require our Board to pursue a transaction providing liquidity to stockholders. If our Board determines to pursue a liquidity transaction, we would be under no obligation to conclude the process within a set time. We cannot guarantee that we will be able to effect a liquidity event on favorable terms, if at all. If we do not pursue a liquidity transaction or delay such a transaction due to market conditions, our common stock may continue to be illiquid and stockholders may, for an indefinite period of time, be unable to convert stockholders’ shares to cash easily, if at all, and could suffer losses on their investment in our shares.

Risks Related to Our Company and Corporate Structure

As a self-managed REIT without the resources of our Former Sponsor, we may encounter unforeseen costs and difficulties.

As a self-managed REIT, we are directly responsible for our expenses, including the compensation and benefits of our officers, employees and consultants, overhead and other general and administrative expenses, and no longer have any financial support from our Former Sponsor. In addition, we operate on a smaller scale with fewer resources than have historically been available to us through our Former Advisor’s organization, which may expose us to additional risks and adversely impact our ability to achieve our investment objectives. If we incur additional expenses or encounter unforeseen difficulties as a result of our self-management, our results of operations could be lower than they otherwise would have been.

Our ability to operate our business successfully would be harmed if key personnel terminate their employment with us.

Our success depends to a significant degree upon the contributions of key personnel. We cannot assure stockholders that our key personnel will continue to be associated with us in the future, particularly in light of our strategic direction. Any change in executive officers or other key personnel may have a material adverse effect on our performance, be disruptive to our business and hinder our ability to implement our business strategy.

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We are subject to substantial litigation risks and may face significant liabilities as a result of litigation allegations and negative publicity.

In the ordinary course of business, we are subject to the risk of substantial litigation and face significant regulatory oversight. In addition, we may be exposed to litigation in connection with the Merger, or litigation or other adverse consequences if investments perform poorly and our investors experience losses. Such litigation and proceedings, including, among others, potential regulatory actions and stockholder class action suits, may result in defense costs, settlements, fines or judgments against us, some of which may not be covered by insurance. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. Allegations of improper conduct by private litigants or regulators, regardless of merit and whether the ultimate outcome is favorable or unfavorable to us, could negatively impact our ability to execute on the Merger, as well as our cash flow, financial condition, results of operations and the value of our common stock.

Our rights and the rights of stockholders to recover claims against our independent directors are limited, which could reduce stockholders’ and our recovery against them if they negligently cause us to incur losses.

Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter generally provides that: (i) no director shall be liable to us or stockholders for monetary damages (provided that such director satisfies certain applicable criteria); (ii) we will indemnify non-independent directors for losses unless they are negligent or engage in misconduct; and (iii) we will indemnify independent directors for losses unless they are grossly negligent or engage in willful misconduct. As a result, stockholders and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce stockholders’ and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees and agents) in some cases, which would decrease the cash otherwise available for distribution to stockholders.

We are subject to substantial regulation, numerous contractual obligations and extensive internal policies and failure to comply with these matters could have a material adverse effect on our business, financial condition and results of operations.

We and our subsidiaries are subject to substantial regulation, numerous contractual obligations and extensive internal policies. Given our organizational structure, we are subject to regulation by the SEC, FINRA, IRS, and other federal, state and local governmental bodies and agencies and state blue sky laws. These regulations are extensive, complex and require substantial management time and attention. If we fail to comply with any of the regulations that apply to our business, we could be subjected to extensive investigations as well as substantial penalties and our business and operations could be materially adversely affected. We also expect to have numerous contractual obligations that we must adhere to on a continuous basis to operate our business, the default of which could have a material adverse effect on our business and financial condition. Our internal policies may not be effective in all regards and, further, if we fail to comply with our internal policies, we could be subjected to additional risk and liability.

We are highly dependent on information systems and systems failures could significantly disrupt our business.

As a commercial real estate company, our business is highly dependent on information technology systems, including systems provided by third parties for which we have no control. Various measures have been implemented to manage our risks related to the information technology systems, but any failure or interruption of our systems could cause delays or other problems in our activities, which could have a material adverse effect on our financial performance. Potential sources for disruption, damage or failure of our information technology systems include, without limitation, computer viruses, security breaches, human error, cyber attacks, natural disasters and defects in design.

Failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt our business and harm our results of operations.

We have been, and likely will continue to be, subject to computer hacking, acts of vandalism or theft, malware, computer viruses or other malicious codes, phishing, employee error or malfeasance, catastrophes, unforeseen events or other cyber-attacks (refer to Item 1C. Cybersecurity of this Annual Report on Form 10-K for additional detail regarding such process, procedures and internal controls). To date, we have seen no material impact on our business or operations from these attacks or events. Any future externally caused information security incident, such as a hacker attack, virus or worm, or an internally caused issue, such as failure to control access to sensitive systems, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential information and could result in material financial loss, loss of competitive position, regulatory actions, breach of contracts, reputational harm or legal liability. We are dependent on the effectiveness of our information and cybersecurity policies, procedures and capabilities to protect our computer and telecommunications systems and

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the data that resides on or is transmitted through them. The ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment. There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.

We provide stockholders with information using funds from operations, or FFO, Modified Funds from Operations, or MFFO, and Net Operating Income, or NOI, which are not in accordance with accounting principles generally accepted in the United States, or non-GAAP, financial measures that may not be meaningful for comparing the performances of different REITs and that have certain other limitations.

We provide stockholders with information using FFO, MFFO and NOI, which are non-GAAP measures, as additional measures of our operating performance. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. We compute MFFO in accordance with the definition established by the Investment Program Association, or the IPA. We define NOI as rental and resident fee income, less property operating expenses. However, our computation of FFO, MFFO and NOI may not be comparable to other REITs that do not calculate FFO, MFFO or NOI using these definitions without further adjustments.

None of FFO, MFFO or NOI are equivalent to net income or cash generated from operating activities determined in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and should not be considered as an alternative to net income, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

We have broad authority to use leverage and high levels of leverage could hinder our ability to make distributions and decrease the value of stockholders’ investment.

Our charter does not limit us from utilizing financing until our borrowings exceed 300% of our net assets, which is generally expected to approximate 75% of the aggregate cost of our investments, including cash, before deducting loan loss reserves, other non-cash reserves and depreciation. Further, we can incur financings in excess of this limitation with the approval of a majority of our independent directors. High leverage levels would cause us to incur higher interest charges and higher debt service payments and the agreements governing our borrowings may also include restrictive covenants. These factors could limit the amount of cash we have available to distribute to stockholders and could result in a decline in the value of stockholders’ investment.

Our ability to make distributions is limited by the requirements of Maryland law and of the terms of the Merger Agreement.

Our ability to make distributions on our common stock is limited by the laws of Maryland. Under applicable Maryland law, a Maryland corporation may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its liabilities as the liabilities become due in the usual course of business, or generally if the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the stockholders whose preferential rights are superior to those receiving the distribution. Accordingly, we may not make a distribution on our common stock if, after giving effect to the distribution, we would not be able to pay our liabilities as they become due in the usual course of business or generally if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our common stock. Further, the terms of the Merger Agreement restricts us from making distributions, subject to certain exceptions including distributions reasonably necessary for us to maintain our status as a REIT.

Stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks they face as stockholders.

Our Board determines our major policies, including our policies regarding growth, REIT qualification and distributions. Our Board may amend or revise these and other policies without a vote of the stockholders. We may change our investment policies without stockholder notice or consent, which could result in investments that are different than, or in different proportion than, those described in this Annual Report on Form 10-K. Under the Maryland General Corporation Law, or MGCL, and our charter, stockholders have a right to vote only on limited matters. Our Board’s broad discretion in setting policies and stockholders’ inability to exert control over those policies increases the uncertainty and risks stockholders face. Under MGCL, and our charter, stockholders have a right to vote only on:

•the election or removal of directors;

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•amendment of our charter, except that our Board may amend our charter without stockholder approval to (i) increase or decrease the aggregate number of our shares of stock of any class or series that we have the authority to issue; (ii) effect certain reverse stock splits; and (iii) change our name or the name or other designation or the par value of any class or series of our stock and the aggregate par value of our stock;

•our liquidation or dissolution;

•certain reorganizations of our company, as provided in our charter; and

•certain mergers, consolidations or sales or other dispositions of all or substantially all our assets, as provided in our charter.

Pursuant to Maryland law, all matters other than the election or removal of a director must be declared advisable by our Board prior to a stockholder vote. Our Board’s broad discretion in setting policies and stockholders’ inability to exert control over those policies increases the uncertainty and risks stockholders face.

Stockholders’ interests in us will be diluted if we issue additional shares, which could reduce the overall value of stockholders’ investment.

Stockholders do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue a total of 450.0 million shares of capital stock, of which 400.0 million shares are classified as common stock and 50.0 million shares are classified as preferred stock. Our Board may amend our charter from time to time to increase or decrease the number of authorized shares of capital stock or the number of shares of stock of any class or series that we have authority to issue without stockholder approval. Our Board may elect to: (i) sell additional shares in a future public offering; (ii) issue equity interests in private offerings; (iii) issue shares of our common stock to sellers of assets we acquire in connection with an exchange of limited partnership interests of our operating partnership; or (iv) issue shares of our common stock to pay distributions to existing stockholders. To the extent we issue additional equity interests, stockholders’ percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, stockholders may also experience dilution in the book value and fair value of their shares.

Our charter permits our Board to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to stockholders.

Our Board may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of any such stock. Thus, our Board could authorize the issuance of preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock. Our Board may determine to issue different classes of stock that have different fees and commissions from those being paid with respect to the shares sold in our Offering. Additionally, our Board may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of any class or series of stock without stockholder approval.

Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.

Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and

•“control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting

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rights except to the extent approved by stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.

Pursuant to the Maryland Business Combination Act, our Board has by resolution opted out of the business combination provisions. Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of shares of our stock. There can be no assurance that these resolutions or exemptions will not be amended or eliminated at any time in the future.

Our charter includes a provision that may discourage a person from launching a mini-tender offer for our shares.

Our charter provides that any tender offer made by a person, including any “mini-tender” offer, must comply with most provisions of Regulation 14D of the Exchange Act. A “mini-tender offer” is a public, open offer to all stockholders to buy their stock during a specified period of time that will result in the bidder owning less than 5% of the class of securities upon completion of the mini-tender offer process. Absent such a provision in our charter, mini-tender offers for shares of our common stock would not be subject to Regulation 14D of the Exchange Act. Tender offers, by contrast, that result in the bidder owning more than 5% of the class of securities are automatically subject to Regulation 14D of the Exchange Act. Pursuant to our charter, the offeror must provide our company notice of such tender offer at least ten business days before initiating the tender offer. If the offeror does not comply with these requirements, our company will have the right to repurchase the offeror’s shares, including any shares acquired in the tender offer. In addition, the noncomplying offeror shall be responsible for all of our company’s expenses in connection with that offeror’s noncompliance and no stockholder may transfer any shares to such noncomplying offeror without first offering the shares to us at the tender offer price offered by such noncomplying offeror. This provision of our charter may discourage a person from initiating a mini-tender offer for our shares and prevent stockholders from receiving a premium price for their shares in such a transaction.

Risks Related to Regulatory Matters and Our REIT Tax Status

Maintenance of our Investment Company Act exemption imposes limits on our operations.

Neither we, nor our operating partnership, nor any of the subsidiaries of our operating partnership intend to register as an investment company under the Investment Company Act. We intend to make investments and conduct our operations so that we are not required to register as an investment company. If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

•limitations on capital structure;

•restrictions on specified investments;

•prohibitions on transactions with affiliates; and

•compliance with reporting, recordkeeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Moreover, we take the position that general partnership interests in joint ventures structured as general partnerships are not considered securities at all and thus are not investment securities.

Because we are a holding company that conducts its businesses through subsidiaries, the securities issued by our subsidiaries that rely on the exception from the definition of “investment company” in Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities we may own directly, may not have a combined value in excess of 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. This requirement limits the types of businesses in which we may engage through these subsidiaries.

We must monitor our holdings and those of our operating partnership to ensure that they comply with the 40% test. Through our operating partnership’s wholly owned or majority-owned subsidiaries, we and our operating partnership will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing real estate properties or otherwise originating or acquiring mortgages and other interests in real estate.

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Most of these subsidiaries will rely on the exclusion from the definition of an investment company under Section 3(c)(5)(C) of the Investment Company Act, which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion generally requires that at least 55% of a subsidiary’s portfolio must be qualifying real estate assets and at least 80% of its portfolio must be qualifying real estate assets and real estate-related assets (and no more than 20% can be miscellaneous assets). Qualification for exclusion from registration under the Investment Company Act will limit our ability to acquire or sell certain assets and also could restrict the time at which we may acquire or sell assets. For purposes of the exclusion provided by Section 3(c)(5)(C), we will classify our investments based in large measure on no-action letters issued by the SEC staff and other SEC interpretive guidance and, in the absence of SEC guidance, on our view of what constitutes a qualifying real estate asset and a real estate related asset. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than thirty years ago. In August 2011, the SEC issued a concept release in which it asked for comments on various aspects of Section 3(c)(5)(C), and, accordingly, the SEC or its staff may issue further guidance in the future. Future revisions to the Investment Company Act or further guidance from the SEC or its staff may force us to re-evaluate our portfolio and our investment strategy.

Our failure to continue to qualify as a real estate investment trust, or REIT, would subject us to federal income tax.

We elected to be taxed as a REIT under the Code commencing with the taxable year ended December 31, 2013. We intend to continue to operate in a manner so as to continue to qualify as a REIT for federal income tax purposes. Qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT status. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to continue to qualify as a REIT. If we fail to continue to qualify as a REIT in any taxable year, we would be subject to federal and applicable state and local income tax on our taxable income at corporate rates, in which case we might be required to borrow or liquidate some investments in order to pay the applicable tax. Losing our REIT status would reduce our net income available for investment because of the additional tax liability. In addition, distributions, if any, to stockholders would no longer qualify for the dividends-paid deduction. Furthermore, if we fail to qualify as a REIT in any taxable year for which we have elected to be taxed as a REIT, we would generally be unable to elect REIT status for the four taxable years following the year in which our REIT status is lost.

Complying with REIT requirements may force us to borrow funds to make distributions to stockholders or otherwise depend on external sources of capital to fund such distributions.

To continue to qualify as a REIT, we are required to distribute annually at least 90% of our taxable income, if any, subject to certain adjustments, to stockholders. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, if any, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we may elect to retain and pay income tax on our net long-term capital gain. In that case, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive a credit or refund for its proportionate share of the tax we paid. A stockholder, including a tax-exempt or foreign stockholder, would have to file a federal income tax return to claim that credit or refund. Furthermore, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to stockholders in a calendar year is less than a minimum amount specified under federal tax laws. In 2024, we anticipate that our REIT taxable income will be offset by our net operating loss carry-forward and as such, we will not be subject to the distribution requirements.

If we do not have other funds available to make any required distributions, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or find another alternative source of funds to make distributions sufficient to enable us to distribute enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity.

Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow.

Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to certain federal taxes, including taxes on any undistributed income, a 100% tax on gain from the sale of assets that are treated as dealer property or inventory, and corporate taxes on any taxable income earned by our TRSs. We may also be subject to state or local income, property and transfer taxes, including mortgage recording taxes. Any of these taxes would decrease cash available for distribution to stockholders.

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Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To continue to qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to stockholders and the ownership of our stock. As discussed above, to the extent we have taxable income, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Compliance with the REIT requirements may also hinder our ability to make otherwise attractive investments. Finally, if we are compelled to liquidate our investments to satisfy our obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT.

The formation of any TRS lessees may increase our overall tax liability and transactions between us and any TRS lessee must be conducted on arm’s-length terms to not be subject to a 100% penalty tax on certain items of income or deduction.

We have formed a TRS lessee to lease certain seniors housing facilities that are “qualified health care properties.” Our TRS lessee will be subject to federal and state corporate income tax on its taxable income, which will consist of the revenues from the seniors housing facilities leased by the TRS lessee, net of the operating expenses for such properties and rent payments to us. Accordingly, the ownership of our TRS lessee will allow us to participate in the operating income from our properties leased to our TRS lessee on an after-tax basis in addition to receiving rent. The after-tax net income of the TRS lessee is available for distribution to us. The REIT rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will scrutinize all of our transactions with any TRS lessee to ensure that they are entered into on arm’s-length terms, but there can be no assurance that we will be able to comply to avoid application of the 100% excise tax.

Our ability to lease certain of our seniors housing facilities to our TRS lessee will be limited by the ability of those seniors housing facilities to qualify as “qualified health care properties.”

We may lease certain of our seniors housing facilities to our TRS lessee, which would contract with managers to manage the health care operations at those facilities. Our ability to use this TRS lessee structure may be limited by the ability of those seniors housing facilities to qualify as “qualified health care properties” and the ability of the managers who our TRS lessee engages to manage the “qualified health care properties” to qualify as “eligible independent contractors.”

A “qualified health care property” includes any real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, ALF, congregate care facility, qualified continuing care facility or other licensed facility which extends medical or nursing or ancillary services to patients and which is operated by a provider of such services which is eligible for participation in the Medicare program with respect to such facilities. Some of our properties may not be treated as “qualified health care properties.” To the extent a property does not constitute a “qualified health care property,” we will be unable to use the TRS lessee structure with respect to that property.

The ability of our TRSs to manage certain of our independent living facilities is dependent on such facilities not constituting “health care facilities.”

We have engaged TRSs to manage certain of our independent living facilities. Our ability to utilize TRSs in such a role depends on those independent living facilities not constituting “health care facilities” within the meaning of the federal income tax rules applicable to REITs. While we believe that such independent living facilities are not “health care facilities, if the IRS challenged such belief and a court sustained such a challenge, the relevant TRSs may fail to qualify as TRSs, and as a result we could fail to qualify as a REIT.

If our TRS lessee failed to qualify as a TRS or the facility managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT and would be subject to higher taxes.

Rent paid by a lessee that is a “related party operator” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. We may lease certain of our seniors housing facilities to our TRS lessee. So long as our TRS lessee qualifies as a TRS, it will not be treated as a “related party operator” with respect to our properties that are managed by an independent facility manager that qualifies as an “eligible independent contractor.” We expect that our TRS lessee will qualify to be treated as a TRS for federal income tax purposes, but there can be no assurance that the IRS will not challenge the status of a TRS for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in disqualifying our TRS lessee from treatment as a TRS, we would fail to meet the asset tests applicable to REITs and a portion of our income would fail to qualify for the gross income tests. If we failed to meet either the asset or gross income tests, we would lose our REIT qualification for federal income tax purposes unless we qualified for application of statutory savings provisions.

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Additionally, if the managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT. Each of the managers that enter into a management contract with our TRS lessee must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessee to be qualifying income for purposes of the REIT gross income tests. Among other requirements, in order to qualify as an eligible independent contractor, a manager must not own, directly or indirectly, more than 35% of our outstanding stock and no person or group of persons can own more than 35% of our outstanding stock and the ownership interests of the manager, taking into account certain ownership attribution rules. The ownership attribution rules that apply for purposes of these 35% thresholds are complex. Although we intend to monitor ownership of our stock by our managers and their owners, there can be no assurance that these ownership levels will not be exceeded.

In addition, in order to qualify as an “eligible independent contractor,” among other requirements, a manager (or any related person) must be actively engaged in the trade or business of operating “qualified health care properties” for persons who are not related to us or our TRS lessee. Consequently, if a manager (or a related person) from whom we acquire a “qualified health care property” does not operate sufficient “qualified health care properties” for third parties, the manager will not qualify as an “eligible independent contractor.” Under this scenario, we would either be required to contract with another third party manager who qualifies as an “eligible independent contractor,” which could serve as a disincentive for the current operator to sell the property to us, or we would be unable to lease the property to our TRS lessee.

Our qualification as a REIT could be jeopardized as a result of our interests in joint ventures.

We acquired limited partner or non-managing member interests in partnerships and limited liability companies that are joint ventures. If Solstice takes or expects to take actions that could jeopardize our qualification as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company that we invested in could have taken an action which could cause us to fail a REIT gross income or asset test, and that we were not aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to continue to qualify as a REIT unless we are able to qualify for a statutory REIT “savings” provision, which may require us to pay a significant penalty tax to maintain our REIT qualification.

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price paid to stockholders.

Our charter, with certain exceptions, authorizes our Board to take such actions as are necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Code, among other purposes, our charter prohibits a person from directly or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of our stock of any class or series or more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of our common stock, unless exempted (prospectively or retroactively) by our Board. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might otherwise provide a premium price for holders of our shares of common stock.

Legislative or regulatory tax changes could adversely affect us or stockholders.

At any time, the federal income tax laws can change. Laws and rules governing REITs or the administrative interpretations of those laws may be amended. Any of those new laws or interpretations may take effect retroactively and could adversely affect us or stockholders.

If stockholders fail to meet the fiduciary and other standards under ERISA or the Code as a result of an investment in our stock, stockholders could be subject to criminal and civil penalties.

Special considerations apply to the purchase of shares by employee benefit plans subject to the fiduciary rules of Title I of ERISA, including pension or profit-sharing plans and entities that hold assets of such plans, or ERISA Plans, and plans and accounts that are not subject to ERISA, but are subject to the prohibited transaction rules of Section 4975 of the Code, including Individual Retirement Accounts, or IRAs, Keogh Plans, and medical savings accounts (collectively, we refer to ERISA Plans and plans subject to Section 4975 of the Code as “Benefit Plans”). If stockholders are investing the assets of any Benefit Plan, stockholders should consult with their own counsel and satisfy themselves that:

•their investment is consistent with the fiduciary obligations under ERISA and the Code or any other applicable governing authority in the case of a government plan;

•their investment is made in accordance with the documents and instruments governing the Benefit Plan, including the Benefit Plan’s investment policy;

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•their investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA, if applicable and other applicable provisions of ERISA and the Code;

•their investment will not impair the liquidity of the Benefit Plan;

•their investment will not unintentionally produce unrelated business taxable income for the Benefit Plan;

•stockholders will be able to value the assets of the Benefit Plan annually in accordance with the applicable provisions of ERISA and the Code; and

•their investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Fiduciaries may be held personally liable under ERISA for losses as a result of failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA. In addition, if an investment in our shares constitutes a non-exempt prohibited transaction under ERISA or the Code, the fiduciary of the Benefit Plan who authorized or directed the investment may be subject to imposition of excise taxes with respect to the amount invested and an IRA investment in our shares may lose its tax-exempt status.

Governmental plans, church plans and foreign plans that are not subject to ERISA or the prohibited transaction rules of the Internal Revenue Code, may be subject to similar restrictions under other laws. A plan fiduciary making an investment in our shares on behalf of such a plan should satisfy themselves that an investment in our shares satisfies both applicable law and is permitted by the governing plan documents.

We expect that our common stock qualifies as publicly offered securities such that investments in shares of our common stock will not result in our assets being deemed to constitute “plan assets” of any Benefit Plan investor. If, however, we were deemed to hold “plan assets” of Benefit Plan investors: (i) ERISA’s fiduciary standards may apply to us and might materially affect our operations, and (ii) any transaction with us could be deemed a transaction with each Benefit Plan investor and may cause transactions into which we might enter in the ordinary course of business to constitute prohibited transactions under ERISA and/or Section 4975 of the Code.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We have developed and implemented a cybersecurity framework intended to assess, identify and manage risks from threats to the security of our information, systems, products and network using a risk-based approach. The framework is informed in part by the National Institute of Standards and Technology, or NIST, Cybersecurity Framework, NIST 800-53 and International Organization for Standardization 27001, or ISO 27001, Framework, although we do not comply with all technical standards, specifications or requirements under NIST or ISO 27001.

Our key cybersecurity processes include the following:

•Risk-based controls for information systems and information on our networks. We seek to maintain an information technology infrastructure that implements physical, administrative and technical controls that are calibrated based on risk and designed to protect the confidentiality, integrity and availability of our information systems and information stored on our networks, including personal information, intellectual property and proprietary information.

•Cybersecurity incident responses plan and testing. We have a cybersecurity incident response plan and dedicated team to respond to cybersecurity incidents. When a cybersecurity incident occurs or we identify a vulnerability, we have a Managed Security Service Provider, or MSSP, that is responsible for leading the initial assessment of priority and severity. Our cybersecurity team assists in responding to incidents depending on severity levels and seeks to improve our cybersecurity incident management plan through periodic tabletops or simulations at the enterprise level.

•Training. We provide security awareness training to help our employees understand their information protection and cybersecurity responsibilities. We also provide additional role-based training to some employees based on customer requirements, regulatory obligations and industry risks.

•Supplier risk assessments. We have implemented a third-party risk management process that includes expectations regarding information and cybersecurity. That process, among other things, provides for us to perform cybersecurity assessments on certain suppliers based on an assessment of their risk profile and a related rating process. We also seek

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contractual commitments from key suppliers to appropriately secure and maintain their information technology systems and protect our information that is processed on their systems.

•Our third-party assessments. We have third-party cybersecurity companies engaged to periodically assess our cybersecurity posture and to assist in identifying and remediating risks from cybersecurity threats.

We also consider cybersecurity, along with other top risks, within our enterprise risk management framework. The enterprise risk management framework includes internal reporting at the enterprise level, with consideration of key risk indicators, trends and countermeasures for cybersecurity and other types of significant risks. In the last fiscal year, we have not identified risks from known cybersecurity threats, including any prior cybersecurity incidents, which have materially affected us, including our operations, business strategy, results of operations, cash flow or financial condition. We have not identified cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect us, including with respect to our business strategy, results of operations or financial position.

Governance

Our Audit Committee is responsible for board-level oversight of cybersecurity risk and reports back to our Board about this and other areas within its responsibility. As part of its oversight role, our Audit Committee receives reporting about our practices, programs, notable threats or incidents and other developments related to cybersecurity throughout the year, including through periodic updates from our Chief Financial Officer, and through our MSSP. Our Chief Financial Officer is principally responsible for overseeing our cybersecurity risk management program and incident reporting. In the event there is a material cybersecurity breach or incident, our Chief Financial Officer works in coordination with our MSSP to assess and respond, including by reporting the breach or incident to our Board and/or applicable regulatory authorities, as necessary or required. Our Chief Financial Officer has a high level of exposure to cybersecurity oversight through his current work overseeing our cybersecurity risk management and MSSP and has over 10 years of experience with managing risks in environments similar to ours, including risks arising from cybersecurity threats.

Item 2. Properties

Through our investments, we own a diversified portfolio of 42 seniors housing properties as described under Item 1. “Business.” The following table presents information with respect to the properties as of December 31, 2024 (dollars in thousands):

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Location	Square Feet	Units(1)	Ownership Interest	Type(2)	Gross Carrying Value(3)		Borrowings
Albany, OR	30,868	50	100%	ALF	$	4,404	$	8,024
Apple Valley, CA	116,365	128	100%	ILF	21,266		19,215
Auburn, CA	90,494	111	100%	ILF	23,832		21,708
Austin, TX	102,885	130	100%	ILF	27,026		23,903
Bakersfield, CA	106,640	124	100%	ILF	26,340		15,169
Bangor, ME	111,000	116	100%	ILF	29,272		19,345
Bellingham, WA	86,615	111	100%	ILF	25,369		21,481
Clovis, CA	99,849	117	100%	ILF	26,798		16,905
Columbia, MO	105,948	118	100%	ILF	20,847		20,453
Corpus Christi, TX	118,671	130	100%	ILF	20,382		16,760
East Amherst, NY	100,997	116	100%	ILF	24,663		16,694
El Cajon, CA	77,930	104	100%	ILF	19,807		18,911
El Paso, TX	95,517	119	100%	ILF	18,779		11,001
Fairport, NY	126,927	119	100%	ILF	24,362		14,887
Fenton, MO	95,007	115	100%	ILF	27,866		22,122
Frisco, TX (4)	228,471	202	97%	ILF	45,532		26,000
Frisco, TX (4)	45,130	52	97%	ALF	13,794		—
Grand Junction, CO	124,174	143	100%	ILF	32,871		17,558
Grand Junction, CO	79,778	102	100%	ILF	16,553		8,996
Grapevine, TX	97,796	116	100%	ILF	12,328		20,124
Groton, CT	119,474	163	100%	ILF	20,492		15,855
Guilford, CT	142,136	129	100%	ILF	15,377		21,893
Joliet, IL	117,357	113	100%	ILF	21,681		13,436
Kennewick, WA	105,268	119	100%	ILF	23,525		6,917
Las Cruces, NM	113,874	129	100%	ILF	21,421		10,079
Lee’s Summit, MO	122,917	126	100%	ILF	25,613		24,496
Lodi, CA	96,251	117	100%	ILF	26,555		18,120
Milford, OH	145,896	124	97%	ILF	20,900		18,014
Milford, OH	19,500	40	97%	MCF	6,485		—
Normandy Park, WA	98,206	109	100%	ILF	17,041		14,623
Palatine, IL	161,700	135	100%	ILF	18,629		18,119
Plano, TX	106,868	115	100%	ILF	12,960		14,497
Port Townsend, WA	106,585	120	100%	ALF	24,784		15,341
Renton, WA	88,162	112	100%	ILF	27,114		17,160
Roseburg, OR	44,750	63	100%	ALF	13,666		11,351
Sandy, OR	72,619	84	100%	ALF	20,012		12,946
Sandy, UT	103,449	115	100%	ILF	18,320		14,233
Santa Barbara, CA	27,217	40	100%	MCF	15,738		—
Santa Rosa, CA	120,553	116	100%	ILF	35,128		25,178
Sun City West, AZ	200,553	196	100%	ILF	29,561		23,134
Tacoma, WA	149,856	156	100%	ILF	45,716		27,075
Wenatchee, WA	128,905	136	100%	ALF	33,313		17,670
Subtotal	4,433,158	4,880			$	956,122	$	679,393
Held for Sale
Greece, NY	51,978	87	97%	ALF	5,657		—
Bohemia, NY	73,000	128	100%	ALF	14,769		21,099
Hauppauge, NY	84,000	119	100%	ALF	14,218		12,801
Islandia, NY	192,000	216	100%	ALF	22,907		31,456
Jericho, NY	55,000	103	100%	ALF	16,297		13,937
Properties in Receivership(5)	945,986	1,014	97%	ILF/ALF	—		99,786
Total	5,835,122	6,547			$	1,029,970	$	858,472

_________________________________________________

(1)Represents rooms for ALFs, ILFs and MCFs.

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(2)Classification based on predominant services provided, but may include other services.

(3)Gross real estate carrying value is net of impairment, before accumulated depreciation, as presented in our consolidated financial statements as of December 31, 2024 and excludes purchase price allocations related to net intangibles and other assets and liabilities. Refer to “Note 3, Operating Real Estate” of Part II, Item 8. “Financial Statements and Supplementary Data.” For assets held for sale, gross carrying value represents net realizable value as presented in our financial statements as of December 31, 2024.

(4)Both properties located in Frisco, Texas serve as collateral for a $26.0 million mortgage note payable.

(5)Represents the Rochester Sub-Portfolio.

As of December 31, 2024, none of our properties had a carrying value equal to or greater than 10% of our total assets.

Item 3. Legal Proceedings

We may be involved in various litigation matters arising in the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, in the opinion of management, any current legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

As of March 12, 2025, we had 185,712,103 shares of our common stock outstanding held by a total of 36,053 stockholders of record.

There is no established public trading market for our shares of common stock. We do not expect that our shares will be listed for trading on a national securities exchange in the near future.

On October 15, 2024, upon the recommendation of our Audit Committee, our Board, including all of our independent directors, approved and established an estimated value per share of our common stock of $2.96 as of June 30, 2024, or the Valuation Date. The estimated value per share is based upon the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares of our common stock outstanding, in each case as of the Valuation Date. The information used to generate the estimated value per share, including market information, investment- and property-level data and other information provided by third parties, was the most recent information practically available as of the Valuation Date.

For additional information on our estimated value per share as of June 30, 2024 and the methodology used in calculating it, as well as information regarding our historical estimated value calculations, including a comparison to the estimated value per share of $2.64 determined as of June 30, 2023, refer to our Current Report on Form 8-K filed with the SEC on October 17, 2024.

Distributions

From April 5, 2013, the date of our first investment, through December 31, 2017, we paid monthly distributions in an amount that was equivalent to an annualized distribution of $0.675 per share of our common stock. In order to better align the distribution with anticipated cash flows from operations, beginning in January 1, 2018 through January 31, 2019, we paid monthly distributions in an amount that was equivalent to an annualized distribution of $0.3375 per share of our common stock. Effective February 1, 2019, our Board stopped recurring distributions in order to preserve capital and liquidity. In May 2022, we paid a special distribution in the amount of $0.50 per share of our common stock. During the year ended December 31, 2024, we did not declare any distributions to stockholders.

While we do not anticipate that we will pay distributions in the near future, in light of the cash flow generated by our investments as compared to our capital expenditure needs and debt service obligations, in the event the Merger is not completed and the Merger Agreement is terminated, our management and Board will evaluate special distributions in connection with asset sales and other realizations of our investments on a case-by-case basis based on, among other factors, current and projected liquidity needs, opportunities for investment in our assets (such as capital expenditure and de-levering opportunities) and other strategic initiatives.

Distribution Reinvestment Plan

We adopted our DRP through which common stockholders were able to elect to reinvest an amount equal to the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Since

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inception, we issued 25.7 million shares of common stock, generating gross offering proceeds of $232.6 million pursuant to our DRP. No selling commissions or dealer manager fees were paid on shares issued pursuant to our DRP. Our Board may amend, suspend or terminate our DRP for any reason upon ten-days’ notice to participants, except that we may not amend our DRP to eliminate a participant’s ability to withdraw from our DRP. In April 2022, our Board elected to suspend our DRP effective April 30, 2022, such that all future distributions, if any, will be paid in cash. As a result, we did not issue shares of common stock pursuant to our DRP during the year ended December 31, 2024.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We adopted a share repurchase program in 2012, which enabled stockholders to sell their shares to us in limited circumstances and could be amended, suspended and terminated by our Board at any time in their sole discretion (subject to certain notice requirements set forth in the share repurchase program). On April 7, 2020, in accordance with the terms of our share repurchase program, our Board suspended all repurchases under the share repurchase program effective April 30, 2020 in order to preserve capital and liquidity and does not currently anticipate resuming the share repurchase program.

We did not repurchase any shares of common stock during the three months ended December 31, 2024.

Unregistered Sales of Equity Securities

We did not issue any shares of common stock during the three months ended December 31, 2024.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included in Part II, Item 8. “Financial Statements and Supplementary Data” and the risk factors in Part I, Item 1A. “Risk Factors.” References to “we,” “us,” “our,” or “NorthStar Healthcare” refer to NorthStar Healthcare Income, Inc. and its subsidiaries unless the context specifically requires otherwise.

Business Summary

We own a diversified portfolio of seniors housing properties, including independent living facilities, or ILFs, assisted living facilities, or ALFs, and memory care facilities, or MCFs, located throughout the United States. For information regarding our business, including our strategy and our investments, refer to Part I, Item 1. “Business.”

Significant Developments

Merger Agreement

On January 29, 2025, we entered into the Merger Agreement, with the Parent, the Merger Sub and, solely for purposes of Section 10.14 thereof, the Guarantor. The Merger Agreement and the transactions contemplated thereby were unanimously approved by our Board.

Upon consummation of the Merger, our stockholders will receive $3.03 in cash for each share of our common stock, without interest and subject to any applicable withholding tax obligations.

Our stockholders will be asked, among other things, to vote to approve the Merger at a special meeting of stockholders that will be held on a date yet to be announced. Approval of the Merger requires the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on the Merger as of the record date for the special meeting.

The Merger is expected to close in the second quarter of 2025, although there can be no assurances as to when or if the closing will occur.

Key Dispositions

•In September 2024, we completed the sale of our investment in Trilogy pursuant to the previously disclosed membership interest purchase agreement, which resulted in net cash proceeds, after transaction costs, to us of $254.0 million.

•We completed the sales of two properties within the Rochester portfolio in February 2024 and November 2024 for a sales price of $12.0 million and $31.5 million, respectively, generating net proceeds, after the repayment of outstanding borrowings and transaction costs, of $0.7 million and $14.1 million, respectively.

•In November 2024, we entered into a purchase and sale agreement to sell the four net lease properties in the Arbors portfolio for $81.0 million. The sale was completed in January 2025 and generated net proceeds of $1.2 million, after the repayment of outstanding borrowings of $79.1 million and transaction costs.

•In December 2024, we entered into a purchase and sale agreement to sell the remaining property within the Rochester portfolio for $7.0 million. The sale was completed in January 2025 and generated net proceeds of $6.6 million, after transaction costs.

Liquidity Update

•In November 2024, we entered into an omnibus amendment to each of the 32 separate, cross-collateralized non-recourse loans secured by the Winterfell portfolio, which (i) extends the maturity date of each of the mortgage loans from June 1, 2025 (the original maturity date) to June 1, 2026, (ii) provides that, beginning on the original maturity

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date, the interest rate under the mortgage loans will convert from a fixed rate of 4.17% to a floating rate of SOFR plus 2.5% and (iii) required us to advance $35 million, to be held in escrow and applied to repay the mortgage loans on the original maturity date or any earlier prepayment.

•As of March 12, 2025, we have approximately $328.5 million of unrestricted cash, a significant portion of which has been placed in interest yielding money market funds invested in short-term U.S. government securities.

Updated Estimated Net Asset Value Per Share

On October 15, 2024, upon the recommendation of our Audit Committee, our Board, including all of its independent directors, approved and established an estimated value per share of our common stock based on the estimated value of our assets and liabilities as of June 30, 2024, or the 2024 NAV Per Share. The 2024 NAV Per Share of $2.96 represents a year-over-year increase of $0.32 per share, or approximately 12%, compared to the previous estimated per share value of $2.64 as of June 30, 2023. Refer to our Form 8-K filed on October 17, 2024 with the SEC for additional information.

Market Update

Seniors Housing Fundamentals

Current market conditions impacting property-level performance are generally favorable. Average occupancy for the seniors housing industry increased for the fourteenth consecutive quarter, to 87.2% for the fourth quarter of 2024, up 70 basis points from the previous quarter and surpassed the pre-pandemic average of 87.1% in March 2020. The 80+ population, a key demographic for seniors housing, is expected to grow by 24% through 2028 and occupancy levels are forecasted to surpass 90% by the end of 2026. Supply and demand fundamentals remained strong in the fourth quarter of 2024, with unit inventory growth of 1.3% year-over-year and the fewest seniors housing units under construction since 2014. Access to capital and cost of capital, as well as construction costs, remain significant headwinds to seniors housing development (sources: NIC MAP Vision 4Q2024 Market Fundamentals Report, NIC MAP Vision: January 2024 and December 2023).

Seniors Housing Transactions

Over the past several years, market conditions affecting transactions, including asset sales, have been challenging. Public and private capital markets were affected by a general tightening of availability of credit (including the price, terms and conditions under which financing can be obtained), higher interest rates and a general decrease in liquidity in the healthcare lending markets, which resulted in higher capitalization rates, adversely impacting property values and limiting transaction activity. Following the interest rate cuts in September 2024, seniors housing transaction activity increased in the fourth quarter of 2024 and we are optimistic that the positive market dynamics specific to the industry will continue to improve transaction activity in the near term.

Operating Performance

The following is a summary of the performance of our seniors housing properties for the year ended December 31, 2024 as compared to the year ended December 31, 2023. For additional information on financial results, refer to “—Results of Operations.”

The following table presents a summary of average occupancy of our seniors housing investments by property manager:


		Year Ended December 31,
Manager	Units Under Management		2024		2023		Change
Solstice Senior Living	3,969		90.7	%	88.0	%	2.7	%
Watermark Retirement Communities(1)	418		85.5	%	87.3	%	(1.8)	%
Arete Living	453		90.3	%	89.8	%	0.5	%
Integral Senior Living	40		77.5	%	86.3	%	(8.8)	%
Seniors Housing Investments	4,880		90.1	%	88.1	%	2.0	%

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(1)Excludes properties sold or classified as held for sale during the year ended December 31, 2024.

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Net Operating Income

We use net operating income, or NOI, as a supplemental measure to evaluate the profitability and performance of our business. We define NOI as defined as property and other revenues, less property operating expenses. The following table presents our consolidated NOI (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
Same store property and other revenues(1)
Resident fee income		$	49,742	$	47,555	$	2,187	4.6	%
Rental income		140,566		128,212		12,354		9.6	%
Other revenue		199		—		199		NA
Total same store property and other revenues		190,507		175,767		14,740		8.4	%
Same store property operating expenses(1)
Salaries and wages		60,999		59,387		1,612		2.7	%
Utilities		11,960		11,029		931		8.4	%
Food and beverage		10,071		9,402		669		7.1	%
Repairs and maintenance		12,981		12,164		817		6.7	%
Real estate and business taxes		8,229		8,422		(193)		(2.3)	%
Property management fee		9,857		9,250		607		6.6	%
Marketing		4,768		4,456		312		7.0	%
Insurance		4,080		3,867		213		5.5	%
All other expenses		4,220		3,622		598		16.5	%
Total same store property operating expenses		127,165		121,599		5,566		4.6	%
Same store NOI(1)		$	63,342	$	54,168	$	9,174	16.9	%
Non-same store NOI		(961)		6,355		(7,316)		(115.1)	%
Corporate NOI(2)		6,521		3,843		2,678		69.7	%
Total NOI(3)		$	68,902	$	64,366	$	4,536	7.0	%

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(1)Same store represents the revenues and expenses of our investments, excluding properties sold or classified as held for sale during the year ended December 31, 2024, the Rochester Sub-Portfolio and the estimated expense accrued for the Incentive Fee payable to the Winterfell manager.

(2)Consists primarily of interest income earned on corporate-level cash and cash equivalents.

(3)For a reconciliation of our consolidated NOI to net income (loss) as presented in accordance with U.S. GAAP in our consolidated financial statements for the years ended December 31, 2024 and 2023, refer to “—Non-GAAP Financial Measures.”

Same Store NOI

During the year ended December 31, 2024, the average occupancy for our operating investments improved by 2.0%, as compared to the prior year, to 90.1%. The favorable seniors housing market conditions and our investment of capital to enhance the facilities of our properties contributed to the increase in occupancy. With our properties approaching stabilized occupancy levels, the managers of our operating investments have been focused on implementing resident rate increases and generating higher revenues, which outpaced the impact of inflation on variable operating costs over the same period. While certain operating expenses remained elevated throughout 2024, same store NOI increased 16.9% during the year ended December 31, 2024 as compared to the prior year.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Certain accounting policies are considered to be critical accounting policies. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s subjective and complex judgments, and for which the impact of changes in estimates and assumptions could have a material effect on our financial statements. We believe that all of the decisions and assessments upon which our financial statements are based were reasonable at the time made, based upon information available to us at that time.

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For a summary of our accounting policies, refer to Note 2, “Summary of Significant Accounting Policies” in our accompanying consolidated financial statements included in Part II, Item 8 “Financial Statements.”

Impairment

We believe impairment to be a critical accounting estimate based on the nature of our operations and/or because it requires significant management judgment and assumptions. Our investments are reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of our investments may be impaired or that carrying value may not be recoverable. In conducting these reviews, we consider macroeconomic factors, including healthcare sector conditions, together with asset and market specific circumstances, among other factors. To the extent an impairment has occurred, the loss will be measured as the excess of the carrying value of the investment over the estimated fair value. Fair values can be estimated based upon the income capitalization approach, using net operating income and applying indicative capitalization and discount rates or sales comparison approach, using what other purchasers and sellers in the market have agreed to as price for comparable investments.

During the year ended December 31, 2024, we recorded impairment losses on our operating real estate totaling $3.7 million, including $3.0 million for our Oak Cottage property as a result of lower operating margins and projected future cash flows, $0.4 million for property damage sustained by facilities within our Winterfell and Aqua portfolios and $0.3 million to reflect the market value of land parcels within our Rochester portfolio. During the year ended December 31, 2024, we did not record impairment on our investments in unconsolidated ventures.

Accumulated impairment losses totaled $130.6 million for operating real estate that we continue to hold as of December 31, 2024. Refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information regarding impairment recorded in prior years.

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Results of Operations

Comparison of the year ended December 31, 2024 to December 31, 2023 (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
Property and other revenues
Resident fee income		$	49,846	$	47,591	$	2,255	4.7	%
Rental income		150,095		153,544		(3,449)		(2.2)	%
Other revenue		6,720		3,843		2,877		74.9	%
Total property and other revenues		206,661		204,978		1,683		0.8	%
Expenses
Property operating expenses		137,759		140,612		(2,853)		(2.0)	%
Interest expense		50,819		50,028		791		1.6	%
Transaction costs		731		683		48		7.0	%
General and administrative expenses		12,434		13,817		(1,383)		(10.0)	%
Depreciation and amortization		35,993		38,511		(2,518)		(6.5)	%
Impairment loss		3,710		49,423		(45,713)		(92.5)	%
Total expenses		241,446		293,074		(51,628)		(17.6)	%
Other income (expense), net		85		194		(109)		(56.2)	%
Gain (loss) on investments and other		129,845		(64,001)		193,846		302.9	%
Equity in earnings (losses) of unconsolidated ventures		2,537		(8,272)		10,809		130.7	%
Income tax expense		(82)		(74)		(8)		10.8	%
Net income (loss)		$	97,600	$	(160,249)	$	257,849	160.9	%

Rochester Sub-Portfolio

In October 2023, as a result of the Rochester Sub-Portfolio Loan payment default in July 2023, Fannie Mae, as the lender, filed a complaint seeking the appointment of a receiver and foreclosure on the Rochester Sub-Portfolio, and to enforce its rights in its collateral under the loan documents. On October 30, 2023, the properties underlying the Rochester Sub-Portfolio Loan were placed into a receivership. Although we continue to have legal ownership of the Rochester Sub-Portfolio until transferred to Fannie Mae or its designee, the receiver now has effective control of the properties and, as of the date of the receivership order, we discontinued recognizing revenues and expenses related to the Rochester Sub-Portfolio and derecognized the properties and related assets from our financial statements. However, until legal ownership of the Rochester Sub-Portfolio is transferred and the associated debt extinguished, we continue to recognize liabilities associated with the Rochester Sub-Portfolio Loan. As of December 31, 2024, we continue to own all of the properties in the Rochester Sub-Portfolio.

We discontinued recognizing property revenues and expenses for the Rochester Sub-Portfolio as of October 30, 2023, the date of the receivership order. As a result, we did not recognize property revenues and property operating expenses for the Rochester Sub-Portfolio during the year ended December 31, 2024 as compared to activity recognized through October 30, 2023, included in the results presented for the year ended December 31, 2023.

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Total Property and Other Revenues

The following table presents total property and other revenues (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
ILF properties		$	140,566	$	128,212	$	12,354	9.6	%
ALF/MCF properties		49,742		47,555		2,187		4.6	%
Same store subtotal		190,308		175,767		14,541		8.3	%
Rochester Sub-Portfolio		—		15,840		(15,840)		(100.0)	%
Properties sold or held for sale		9,633		9,528		105		1.1	%
Other revenue		6,720		3,843		2,877		74.9	%
Total property and other revenues		$	206,661	$	204,978	$	1,683	0.8	%

On a same store basis, property and other revenues increased $14.5 million during the year ended December 31, 2024 as compared to the prior year. Revenues generated by our operating properties increased as a result of improved occupancy and higher market rates for new residents and in-place rates for existing residents. Other revenue, which consists of interest earned on cash and cash equivalents, increased during the year ended December 31, 2024 as compared to the prior year due to higher cash balances in our money market accounts.

Property Operating Expenses

The following table presents property operating expenses (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
ILF properties		$	89,994	$	85,604	$	4,390	5.1	%
ALF/MCF properties		37,171		35,995		1,176		3.3	%
Same store subtotal		127,165		121,599		5,566		4.6	%
Winterfell Manager Incentive Fee		6,004		—		6,004		NA
Rochester Sub-Portfolio		—		13,385		(13,385)		(100.0)	%
Properties sold or held for sale		4,590		5,628		(1,038)		(18.4)	%
Total property operating expenses		$	137,759	$	140,612	$	(2,853)	(2.0)	%

On a same store basis, operating expenses increased $5.6 million during the year ended December 31, 2024 as compared to the prior year. While inflationary pressures have gradually softened throughout 2024, variable operating costs, most notably wages and benefits, food and beverage and utilities, as well as repairs and maintenance costs, remain elevated from the prior year.

During the year ended December 31, 2024, we accrued an estimated reserve of $6.0 million related to the Incentive Fee payable to the Winterfell manager. For additional information, refer to Part I, Item 1. “Our Investments.”

Interest Expense

The following table presents interest expense incurred on our borrowings (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
ILF properties		$	27,854	$	28,261	$	(407)	(1.4)	%
ALF/MCF properties		6,376		5,257		1,119		21.3	%
Same store subtotal		34,230		33,518		712		2.1	%
Rochester Sub-Portfolio		12,304		11,457		847		7.4	%
Properties sold or held for sale		4,285		5,053		(768)		(15.2)	%
Total interest expense		$	50,819	$	50,028	$	791	1.6	%

On a same store basis, interest expense increased $0.7 million during the year ended December 31, 2024 as compared to the prior year. Interest expense on our fixed-rate debt declined as a result of continued principal amortization and a decrease in the average mortgage notes principal balances as compared to December 31, 2023. Interest expense on floating-rate debt increased primarily due to a mortgage payable secured by properties within Aqua portfolio converting to a floating-rate loan in February 2024, from a lower yielding fixed-rate loan.

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Interest expense for the Rochester Sub-Portfolio Loan increased during the year ended December 31, 2024 as compared to the prior year due to its floating interest rate and the recognition of default interest, which commenced in July 2023 and will continue to accrue until the loan is extinguished.

Transaction Costs

During the year ended December 31, 2024, transaction costs consisted primarily of legal and professional fees incurred in connection with the Merger. For additional information regarding the Merger, refer to “—Significant Developments.” During the year ended December 31, 2023, transaction costs consisted primarily of legal and professional fees incurred for investment activity and costs incurred in connection with the Internalization and the transition of services and systems previously provided by the Former Advisor.

General and Administrative Expenses

Corporate cost savings of $1.4 million were realized during the year ended December 31, 2024 as compared to the prior year, primarily due to a reduction in corporate insurance premiums and other professional services.

For the year ended December 31, 2024, our total operating expenses represented 0.8% of our average invested assets and 140.1% of our net income, in each case as defined and calculated in accordance with our charter.

Depreciation and Amortization

The following table presents depreciation and amortization (dollars in thousands):


	Year Ended December 31,	Increase (Decrease)
		2024		2023		Amount		%
ILF properties		$	25,379	$	23,203	$	2,176	9.4	%
ALF/MCF properties		6,683		6,531		152		2.3	%
Same store subtotal		32,062		29,734		2,328		7.8	%
Rochester Sub-Portfolio		—		3,991		(3,991)		(100.0)	%
Properties sold or held for sale		3,931		4,786		(855)		(17.9)	%
Total depreciation and amortization		$	35,993	$	38,511	$	(2,518)	(6.5)	%

On a same store basis, depreciation and amortization expense increased $2.3 million during the year ended December 31, 2024 as compared to the prior year, primarily as a result of additional capital improvements completed at the facilities within our Winterfell portfolio.

Impairment Loss

For the year ended December 31, 2024, impairment losses on operating real estate totaled $3.7 million. Refer to “—Impairment” for additional discussion.

For the year ended December 31, 2023, we recorded impairment losses on our operating real estate totaling $44.7 million. In addition, we recorded impairment losses on our investment in the Espresso joint venture totaling $4.7 million.

Other Income (Expense), Net

For the years ended December 31, 2024 and 2023, other income, net consisted primarily of capital expenditure reimbursements from the state of Oregon’s Long-Term Care Capital Improvement and Emergency Preparedness Program received and recognized by facilities within our Pacific Northwest portfolio.

Gain (Loss) on Investments and Other

In September 2024, in connection with the sale of our investment in Trilogy, we recognized a gain totaling $128.6 million.

In October 2023, in connection with properties underlying the Rochester Sub-Portfolio Loan being placed into a receivership we recognized a $59.0 million loss. In addition, in connection with the sale of two investments in unconsolidated ventures in June 2023, we realized a loss totaling $1.3 million. Further, as a result of the sale, we reclassified the accumulated foreign currency losses, totaling $3.3 million, previously recorded through other comprehensive income on the consolidated statements of equity to realized gain (loss) on investments and other.

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Equity in Earnings (Losses) of Unconsolidated Ventures

The following table presents the equity in earnings (losses) of our unconsolidated ventures (dollars in thousands):


	Year Ended December 31,			Increase (Decrease)
	2024	2023		Amount		%
Trilogy		$	3,005	$	(1,409)	$	4,414	313.3	%
Solstice		(468)		145		(613)		(422.8)	%

Espresso		—		9,228		(9,228)		(100.0)	%
Diversified US/UK & Eclipse		—		(16,236)		16,236		100.0	%


Total equity in earnings (losses)		$	2,537	$	(8,272)	$	10,809	130.7	%

For the year ended December 31, 2024, equity in earnings (losses) related to our investment in Trilogy represent our proportionate share of earnings through the date of the sale of our ownership interest on September 20, 2024.

On June 30, 2023, we elected the fair value option to account for our investment in the Espresso joint venture, which resulted in no equity in earnings (losses) recorded subsequent to the accounting policy election.

Year Ended December 31, 2023 compared to December 31, 2022

Refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 22, 2024, for information regarding our results of operations for the years ended December 31, 2023 and 2022 and the year-to-year comparisons between those periods.

Non-GAAP Financial Measures

We consider certain non-GAAP financial measures, including Funds from Operations, or FFO, Modified Funds from Operations, or MFFO, and NOI, to be useful supplemental measures of our operating performance. These non-GAAP financial measures are not equivalent or an alternative to net income (loss) or cash flow provided by operating activities determined in accordance with U.S. GAAP and should not be construed to be more relevant or accurate than the U.S. GAAP methodology in evaluating our operating performance. In addition, these non-GAAP financial measures are not necessarily indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

Funds from Operations and Modified Funds from Operations

We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income (loss) (computed in accordance with U.S. GAAP), excluding gains (losses) from sales of depreciable property, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment on depreciable property owned directly or indirectly and after adjustments for unconsolidated ventures.

Due to certain of the unique features of publicly-registered, non-traded REITs, the IPA, an industry trade group, standardized a performance measure known as MFFO and recommends the use of MFFO for such REITs. Management believes MFFO is a useful performance measure to evaluate our business and further believes it is important to disclose MFFO in order to be consistent with the IPA recommendation and other non-traded REITs. Neither the SEC nor any other regulatory body has approved the acceptability of the adjustments that we use to calculate MFFO. In the future, the SEC or another regulatory body may decide to standardize permitted adjustments across the non-listed REIT industry and we may need to adjust our calculation and characterization of MFFO.

We define MFFO in accordance with the concepts established by the IPA. Our computation of MFFO may not be comparable to other REITs that do not calculate MFFO using the same method MFFO is calculated using FFO. FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s operating performance. The IPA’s definition of MFFO excludes from FFO the following items:

•acquisition fees and expenses;

•non-cash amounts related to straight-line rent and the amortization of above or below market and in-place intangible lease assets and liabilities (which are adjusted in order to reflect such payments from an accrual basis of accounting under U.S. GAAP to a cash basis of accounting);

•amortization of a premium and accretion of a discount on debt investments;

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•non-recurring impairment of real estate-related investments that meet the specified criteria identified in the rules and regulations of the SEC;

•realized gains (losses) from the early extinguishment of debt;

•realized gains (losses) on the extinguishment or sales of hedges, foreign exchange, securities and other derivative holdings except where the trading of such instruments is a fundamental attribute of our business;

•unrealized gains (losses) from fair value adjustments on real estate securities, including CMBS and other securities, interest rate swaps and other derivatives not deemed hedges and foreign exchange holdings;

•unrealized gains (losses) from the consolidation from, or deconsolidation to, equity accounting;

•adjustments related to contingent purchase price obligations; and

•adjustments for consolidated and unconsolidated partnerships and joint ventures calculated to reflect MFFO on the same basis as above.

MFFO does have certain limitations. For instance, realized gains (losses) from acquisitions and dispositions and other adjustments listed above are not reported in MFFO, even though such realized gains (losses) and other adjustments could affect our operating performance and cash available for distribution. Any mark-to-market or fair value adjustments may be based on many factors, including current operational or individual property issues or general market or overall industry conditions. Investors should note that while impairment charges are excluded from the calculation of MFFO, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flow and the relatively limited term of a non-traded REIT’s anticipated operations, it could be difficult to recover any impairment charges through operational net revenues or cash flow prior to any liquidity event. MFFO is not a useful measure in evaluating net asset value, since impairment is taken into account in determining net asset value but not in determining MFFO. In addition, MFFO may not be a useful measure of our operating performance or as a comparable measure to other typical non-traded REITs if we do not continue to operate in a similar manner to other non-traded REITs.

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The following table presents a reconciliation of net income (loss) attributable to common stockholders to FFO and MFFO attributable to common stockholders (dollars in thousands):


	Year Ended December 31,
		2024		2023		2022
Funds from operations:
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders		$	97,993	$	(156,885)	$	(54,100)
Adjustments:
Depreciation and amortization		35,993		38,511		38,587
Depreciation and amortization related to non-controlling interests		(135)		(259)		(286)
Depreciation and amortization related to unconsolidated ventures		12,463		18,623		28,855
(Gain) loss from sales of property		(984)		(136)		92
Gain (loss) from sales of property related to non-controlling interests		30		4		(5)
(Gain) loss from sales of property related to unconsolidated ventures		—		(7,894)		(92,578)
Impairment losses of depreciable real estate		3,710		44,695		31,880
Impairment loss on real estate related to non-controlling interests		(11)		(1,172)		(117)
Impairment losses of depreciable real estate held by unconsolidated ventures		—		7,682		25,109
Funds from operations attributable to NorthStar Healthcare Income, Inc. common stockholders		$	149,059	$	(56,831)	$	(22,563)
Modified funds from operations:
Funds from operations attributable to NorthStar Healthcare Income, Inc. common stockholders		$	149,059	$	(56,831)	$	(22,563)
Adjustments:
Transaction costs		731		683		1,569
Amortization of premiums, discounts and fees on investments and borrowings		3,970		4,481		3,859
(Gain) loss on investments and other		(128,861)		64,137		(1,121)
Adjustments related to unconsolidated ventures(1)		1,158		8,854		23,068
Adjustments related to non-controlling interests		(27)		(1,815)		3
Impairment of real estate related investment		—		4,728		13,419
Modified funds from operations attributable to NorthStar Healthcare Income, Inc. common stockholders		$	26,030	$	24,237	$	18,234

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(1)Primarily our proportionate share of liability extinguishment gains and losses, loan loss reserves, transaction costs and amortization of above/below market debt adjustments, straight-line rent adjustments, impairment of goodwill, debt and deferred financing costs, recorded by the joint ventures of our investments in unconsolidated ventures.

Net Operating Income

We believe NOI provides useful information to stockholders and provides our management with a performance measure to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. We define NOI as property and other revenues, less property operating expenses. Refer to “—Results of Operations” for additional information on NOI and same store NOI. We define same store as our investments, excluding properties sold or classified as held for sale as of December 31, 2024, the Rochester Sub-Portfolio and the estimated expense accrued for the Incentive Fee payable to the Winterfell manager.

The following table reconciles net income (loss), computed in accordance with U.S. GAAP, to NOI (in thousands):

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	Year Ended December 31,
		2024		2023		2022
Net income (loss)		$	97,600	$	(160,249)	$	(54,501)
Adjustments:
Income tax expense		82		74		61
Equity in earnings (losses) of unconsolidated ventures		(2,537)		8,272		(47,625)
Gain (loss) on investments and other		(129,845)		64,001		(1,029)
Other income (expense), net		(85)		(194)		(77)
Impairment loss		3,710		49,423		45,299
Depreciation and amortization		35,993		38,511		38,587
General and administrative expenses		12,434		13,817		13,938
Asset management fees - related party		—		—		8,058
Transaction costs		731		683		1,569
Interest expense		50,819		50,028		43,278
Net operating income		$	68,902	$	64,366	$	47,558

Liquidity and Capital Resources

Our current principal liquidity needs are to fund: (i) operating expenses, including corporate general and administrative expenses; (ii) principal and interest payments on our borrowings and other commitments; and (iii) capital expenditures.

Our current primary sources of liquidity include the following: (i) cash on hand; (ii) proceeds that may be generated from investment sales and realizations; and (iii) cash flow generated by our investments.

As of March 12, 2025, we had approximately $328.5 million of unrestricted cash, a significant portion of which has been placed in interest yielding money market funds invested in short-term U.S. government securities. We currently believe that our capital resources are sufficient to meet our capital needs for the following 12 months.

Cash From Operations

We primarily generate cash flow from operations through net operating income from our operating properties and rental income from our net lease properties. Net cash provided by operating activities was $24.0 million for the year ended December 31, 2024.

We are exposed to various operational risks, including the impact of labor costs, inflationary pressures and interest rates, of our properties. We expect that these factors will continue to materially impact our cash flow generated by our investments.

Borrowings

We typically have financed our investments with medium to long-term, non-recourse mortgage loans, though our borrowing levels and terms vary depending upon the nature of the assets and the related financing.

During the year ended December 31, 2024, we paid $17.8 million and $34.6 million in recurring, scheduled principal and interest payments, respectively, on borrowings. In addition, we were required to advance $35.0 million, to be held in an escrow and applied in prepayment on June 1, 2025 or any earlier prepayment, in connection with the maturity date extension of the Winterfell mortgage loans.

We have $614.1 million of borrowings that mature in 2026, including $570.0 million of borrowings collateralized by our Winterfell portfolio. We may be unable to extend or refinance these borrowings without a significant pay down of existing loan balances. Our ability to refinance these borrowings and/or sell assets will be significantly impacted by market conditions, over which we have no control. Further, given the nature of our assets and the materiality of this portfolio, we may not be able to respond quickly to changes in market conditions.

Our charter limits us from incurring borrowings that would exceed 300.0% of our net assets. We cannot exceed this limit unless any excess in borrowing over such level is approved by a majority of our independent directors. We would need to disclose any such approval to our stockholders in our next quarterly report along with the justification for such excess. An approximation of this leverage limitation is 75.0% of our assets, other than intangibles, before deducting loan loss reserves, other non-cash reserves and depreciation. As of December 31, 2024, our leverage was 54.3% of our assets, other than intangibles, before deducting non-cash reserves and depreciation.

For additional information regarding our borrowings, including principal repayments, timing of maturities and loans currently in default, refer to Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” and Note 5, “Borrowings” in our

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accompanying consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data.”

Capital Expenditures Activities

We are responsible for capital expenditures for our seniors housing properties. We have made significant investments in capital expenditures to increase operating income and enhance the overall value of certain properties and in order to maintain market position, functional and operating standards. We will continue to invest going forward, although we expect aggregate spending to be less than prior years. Further, the Merger Agreement contains restrictions on our ability to make certain capital expenditures. During the year ended December 31, 2024, cash used for capital expenditures at our investments totaled $16.0 million.

Realization and Disposition of Investments

We pursue dispositions of assets and portfolios where we believe the disposition will achieve a desired return or strategic outcome, improve our liquidity position and generate value for stockholders.

On September 20, 2024, we completed the sale of our investment in Trilogy to affiliates of American Healthcare REIT, Inc., or AHR, which resulted in net cash proceeds, after transaction costs, to us of $254.0 million.

The sales of our seniors housing investments completed during the year ended December 31, 2024 and subsequently through the issuance of the consolidated financial statements on March 14, 2025, generated net proceeds of approximately $23.3 million after the repayment of outstanding borrowings and transaction costs. Refer to “—Significant Developments” for additional information.

Distributions

To continue to qualify as a REIT, we are required to distribute annually dividends equal to at least 90% of our taxable income, subject to certain adjustments, to stockholders. We have generated net operating losses for tax purposes and, accordingly, are currently not required to make distributions to our stockholders to qualify as a REIT. Refer to “—Distributions Declared and Paid” for further information regarding our distributions.

Based on the current forecasted cash flow of our investments and cash needs to operate our business, we do not anticipate paying recurring distributions. Instead, and only in the event the Merger is not completed and the Merger Agreement is terminated, the Board will evaluate special distributions in connection with any sales and other realizations of investments on a case-by-case basis based on, among other factors, current and projected liquidity needs.

Share Repurchases

We adopted a share repurchase program effective August 7, 2012, which enabled stockholders to sell their shares to us in limited circumstances and could be amended, suspended, or terminated at any time. On April 7, 2020, our Board suspended all repurchases under our existing share repurchase program effective April 30, 2020 in order to preserve capital and liquidity. We do not currently anticipate resuming the share repurchase program. If we have sufficient capital available, at this stage in our life cycle, we believe that returning capital to stockholders through special distributions, rather than repurchases, is a better use of that capital.

Cash Flows

The following presents a summary of our consolidated statements of cash flows (dollars in thousands):


	Year Ended December 31,				Increase (Decrease)
Cash flows provided by (used in):	2024		2023
Operating activities	$	23,993	$	19,062		$	4,931
Investing activities	281,670		(21,884)			303,554
Financing activities	(46,237)		(19,895)			(26,342)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	259,426	$	(22,717)		$	282,143

Operating Activities

Net cash provided by operating activities improved from $19.1 million for the year ended December 31, 2023, to $24.0 million for the year ended December 31, 2024. Increases in occupancy and rates at our operating investments resulted in higher rent and resident fees collected and the Rochester Sub-Portfolio Loan default in July 2023 resulted in lower cash interest payments in the current period. We did not receive any distributions from unconsolidated investments during the year ended December 31, 2024 as compared to $10.6 million received and classified as operating cash flows in the prior year.

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Investing Activities

Our cash flows from investing activities are primarily proceeds from investment dispositions, including distributions received from our investments in unconsolidated investments that have been classified as investing cash flows, net of any capital expenditures. Net cash provided by investing activities increased from $21.9 million for the year ended December 31, 2023, to $281.7 million for the year ended December 31, 2024, primarily due to the net proceeds generated from the sale of our investment in Trilogy.

Financing Activities

Our net cash from financing activities are primarily principal amortization and repayment of our mortgage notes payable. Net cash used in financing activities increased from $19.9 million for the year ended December 31, 2023, to $46.2 million for the year ended December 31, 2024, primarily due to the repayment of $27.6 million of outstanding mortgage principal balances for two properties sold within our Rochester portfolio.

Off-Balance Sheet Arrangements

As of December 31, 2024, we are not dependent on the use of any off-balance sheet financing arrangements for liquidity. We have made investments in unconsolidated ventures. Refer to Note 4, “Investments in Unconsolidated Ventures” in Part II, Item 8. “Financial Statements and Supplementary Data.” for a discussion of such unconsolidated ventures in our consolidated financial statements. In each case, our exposure to loss is limited to the carrying value of our investment.

Distributions Declared and Paid

From inception through December 31, 2024, we declared $530.9 million in distributions and generated cumulative FFO of $201.5 million. From April 5, 2013, the date of our first investment, through December 31, 2017, we paid monthly distributions in an amount that was equivalent to an annualized distribution of $0.675 per share of our common stock. In order to better align the distribution with anticipated cash flows from operations, beginning in January 1, 2018 through January 31, 2019, we paid monthly distributions in an amount that was equivalent to an annualized distribution of $0.3375 per share of our common stock. Effective February 1, 2019, our Board stopped recurring distributions in order to preserve capital and liquidity. In May 2022, we paid a special distribution in the amount of $0.50 per share of our common stock. During the year ended December 31, 2024, we did not declare any distributions to stockholders.

To the extent distributions are paid from sources other than FFO, the ownership interest of our public stockholders may be diluted. Future distributions declared and paid may exceed FFO and cash flow provided by operations. FFO, as defined, may not reflect actual cash available for distributions.

Related Party Arrangements

Former Advisor

In connection with the Internalization, on October 21, 2022, the advisory agreement was terminated and, along with the Operating Partnership and the Former Advisor, we entered into a Transition Services Agreement, or TSA, to facilitate an orderly transition of the management of our operations. As of December 31, 2023, the TSA was effectively terminated.

Prior to the Internalization, the Former Advisor was responsible for managing our affairs on a day-to-day basis and for identifying, acquiring, originating and asset managing investments on our behalf. For such services, to the extent permitted by law and regulations, the Former Advisor received fees and reimbursements from us.

Investments in Joint Ventures

Solstice, the manager of our Winterfell portfolio, is a joint venture between affiliates of ISL, which owns 80.0%, and us, which owns 20.0%. For the year ended December 31, 2024, we recognized property management fees and other incentive fees expense totaling $13.4 million to Solstice related to the Winterfell portfolio.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The principal market risks affecting us are interest rate risk and inflation risk. These risks are dependent on various factors beyond our control, including monetary and fiscal policies, domestic and international economic conditions and political considerations. Our market risk sensitive assets, liabilities and related derivative positions (if any) are held for investment and not for trading purposes.

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Interest Rate Risk

We have exposure to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we have generally sought long-term debt financing on a fixed-rate basis. However, certain of our borrowings are subject to variable-rate interest.

The following table presents a summary of our borrowings as of December 31, 2024 (dollars in thousands):


Borrowing Type	Loan Count	Interest Rate(1)		Principal Outstanding		% of Outstanding Debt
Fixed-rate debt	41	4.2	%	$	714,672	83.2	%
Floating-rate debt	2	6.7	%	44,014		5.1	%
Rochester Sub-Portfolio Loan(2)	7	11.1	%	99,786		11.7	%
Total/Weighted Average	50	5.1	%	$	858,472	100.0	%

_______________________________________

(1)Represents the weighted average interest rate effective as of December 31, 2024 and the additional default interest rate of 4% on the Rochester Sub-Portfolio Loan, which commenced in July 2023 and will continue to accrue until the loan is extinguished.

(2)The Rochester Sub-Portfolio Loan is comprised of seven individual floating-rate mortgage notes payable in payment default, cross-collateralized and subject to cross-default, secured by five ILFs and two ALFs, which have been placed into a receivership.

When borrowing at variable rates, we seek the lowest margins available and evaluate hedging opportunities. The interest rate on our floating-rate borrowings is a fixed spread over an index such as the Secured Overnight Financing Rate, or SOFR, and typically reprices every 30 days. For our floating-rate borrowings, we have entered into interest rate caps that involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. As of December 31, 2024, excluding the Rochester Sub-Portfolio Loan, one of our two floating-rate loans is hedged with a contract in place through the third quarter of 2025 and had an effectively capped interest rate of 5.6%. Based on market interest rates of December 31, 2024, a hypothetical 100 basis point increase on the interest rate for our floating-rate loan without an interest rate cap in place would increase our interest expense by $0.3 million.

Increases in market interest rates typically result in a decrease in the fair value of fixed-rate borrowings, while decreases in market interest rates typically result in an increase in the fair value of fixed-rate borrowings. While changes in market interest rates affect the fair value of our fixed-rate borrowings, these changes do not affect the interest expense associated with our fixed-rate borrowings. Therefore, interest rate risk does not have a significant impact on our fixed-rate borrowings until their maturity or earlier prepayment and refinancing. If we seek to refinance our fixed-rate borrowings, whether at maturity or otherwise, and interest rates have risen, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs. Further, the fair value of the real estate collateral for our borrowings may be negatively impacted by rising interest rates.

Inflation Risk

Many of our costs are subject to inflationary pressures. These include labor, repairs and maintenance, food costs, utilities, insurance and other operating costs. Higher rates of inflation affecting the economy may substantially affect the operating margins of our investments. While our managers have an ability to partially offset cost inflation by increasing the rates charged to residents, this ability is often limited by competitive conditions, affordability and timing, which may lag behind cost volatility. Therefore, there can be no assurance that cost increases can be offset by increased rates charged to residents in real time or that increased rates will not result in occupancy declines.

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Item 8. Financial Statements and Supplementary Data

The consolidated financial statements of NorthStar Healthcare Income, Inc. and the notes related to the foregoing consolidated financial statements, together with the independent registered public accounting firm’s report thereon are included in this Item 8.

Index to Consolidated Financial Statements


			Page
Report of Independent Registered Public Accounting Firm (PCAOB: 248)			49
Consolidated Balance Sheets as of December 31, 2024 and 2023			51
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			52
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022			53
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022			54
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			55
Notes to Consolidated Financial Statements			56
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2024			81

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

NorthStar Healthcare Income, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of NorthStar Healthcare Income, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Operating Real Estate Assets

As described in Note 3 to the consolidated financial statements, as of December 31, 2024, the net carrying value of the Company’s consolidated operating real estate assets was $694.3 million, including impairment losses related to operating real estate assets of $3.7 million recognized during the year then ended. The Company reviews its real estate portfolio quarterly, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. We identified the Company’s quantitative impairment assessment for operating real estate assets as a critical audit matter.

The principal consideration for our determination that the impairment of operating real estate assets is a critical audit matter is that the Company’s quantitative impairment assessment is highly judgmental due to the significant estimation involved in assessing the expected discounted future cash flows of the operating real estate assets. This includes the determination of inputs and assumptions such as discount rates, capitalization rates, property-level cash flows and market rent assumptions, among others.

Our audit procedures related to the impairment of operating real estate assets included the following, among others:

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•We obtained an understanding and evaluated the design and implementation of controls performed by management relating to the impairment of operating real estate assets, which included controls over management’s development and review of the significant inputs and assumptions used in the estimates described above.

•We obtained the Company’s quantitative impairment analysis for a selection of operating properties, assessed the methodologies used by management and evaluated the significant assumptions described above. The key inputs used in the assessment were substantiated through property operating budgets and other relevant underlying data. We compared the significant assumptions used to estimate future cash flows to current industry forecasts, economic trends and past performance, and tested the arithmetic accuracy of management’s calculations.

•We involved firm specialists in assessing the reasonableness of the valuation models for a selection of operating properties and performed sensitivity analyses on certain of the significant inputs and assumptions described above.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2010.

New York, New York

March 14, 2025

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Data)


	December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	312,123	$	85,037
Restricted cash	40,246		7,906
Operating real estate, net	694,313		821,270
Investments in unconsolidated ventures ($740 and $142 held at fair value as of December 31, 2024 and December 31, 2023, respectively)	740		122,949
Assets held for sale	75,454		11,611
Receivables, net	1,508		1,558
Intangible assets, net	—		1,916
Other assets	5,521		7,172
Total assets(1)	$	1,129,905	$	1,059,419

Liabilities
Mortgage notes payable, net	$	856,422	$	898,154
Due to related party	—		121
Accounts payable and accrued expenses	42,694		27,502
Other liabilities	1,760		1,962
Total liabilities(1)	900,876		927,739
Commitments and contingencies (Note 12)
Equity
NorthStar Healthcare Income, Inc. Stockholders’ Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value, 400,000,000 shares authorized, 185,712,103 shares issued and outstanding as of December 31, 2024 and December 31, 2023	1,857		1,857
Additional paid-in capital	1,716,997		1,716,757
Retained earnings (accumulated deficit)	(1,487,732)		(1,585,725)

Total NorthStar Healthcare Income, Inc. stockholders’ equity	231,122		132,889
Non-controlling interests	(2,093)		(1,209)
Total equity	229,029		131,680
Total liabilities and equity	$	1,129,905	$	1,059,419

_______________________________________

(1)Includes $74.7 million and $166.9 million of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership as of December 31, 2024. Refer to Note 2, “Summary of Significant Accounting Policies.”

Refer to accompanying notes to consolidated financial statements.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data)


	Year Ended December 31,
		2024		2023		2022
Property and other revenues
Resident fee income		$	49,846	$	47,591	$	44,274
Rental income		150,095		153,544		139,841
Other revenue		6,720		3,843		1,021
Total property and other revenues		206,661		204,978		185,136
Expenses
Property operating expenses		137,759		140,612		137,578
Interest expense		50,819		50,028		43,278
Transaction costs		731		683		1,569
Asset management fees - related party		—		—		8,058
General and administrative expenses		12,434		13,817		13,938
Depreciation and amortization		35,993		38,511		38,587
Impairment loss		3,710		49,423		45,299
Total expenses		241,446		293,074		288,307
Other income (expense)
Other income (expense), net		85		194		77
Gain (loss) on investments and other		129,845		(64,001)		1,029
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax expense		95,145		(151,903)		(102,065)
Equity in earnings (losses) of unconsolidated ventures		2,537		(8,272)		47,625
Income tax expense		(82)		(74)		(61)
Net income (loss)		97,600		(160,249)		(54,501)
Net (income) loss attributable to non-controlling interests		393		3,364		401
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders		$	97,993	$	(156,885)	$	(54,100)
Net income (loss) per share of common stock, basic/diluted(1)		$	0.53	$	(0.83)	$	(0.28)
Weighted average number of shares of common stock outstanding, basic/diluted(1)		185,712,103		189,941,744		194,343,635
Distributions declared per share of common stock		$	—	$	—	$	0.50

_______________________________________

(1) The Company had 300,333, 203,742 and 116,712 restricted stock units issued and outstanding as of December 31, 2024, 2023 and 2022, respectively. The impact of the restricted stock units on the diluted earnings per share calculation is de minimis for the year ended December 31, 2024. The restricted stock units have been excluded from the diluted earnings per share calculation as their impact is anti-dilutive due to the net loss generated during the years ended December 31, 2023 and 2022.

Refer to accompanying notes to consolidated financial statements.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in Thousands)


	Year Ended December 31,
		2024		2023		2022
Net income (loss)		$	97,600	$	(160,249)	$	(54,501)
Other comprehensive income (loss)
Foreign currency translation adjustments related to investment in unconsolidated venture		—		3,679		(3,193)
Comprehensive income (loss)		97,600		(156,570)		(57,694)
Comprehensive (income) loss attributable to non-controlling interests		393		3,364		401
Comprehensive income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders		$	97,993	$	(153,206)	$	(57,293)

Refer to accompanying notes to consolidated financial statements.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars and Shares in Thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Company’s Stockholders’ Equity		Non-controlling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2021	193,121	$	1,930	$	1,720,719	$	(1,277,688)	$	(486)	$	444,475	$	2,343	$	446,818
Share-based payment of advisor asset management fees	2,301	24		8,842		—		—		8,866		—		8,866
Amortization of equity-based compensation	—	—		28		—		—		28		—		28
Non-controlling interests - contributions	—	—		—		—		—		—		330		330
Non-controlling interests - distributions	—	—		—		—		—		—		(224)		(224)
Distributions declared	—	—		—		(97,052)		—		(97,052)		—		(97,052)
Other comprehensive income (loss)	—	—		—		—		(3,193)		(3,193)		—		(3,193)
Net income (loss)	—	—		—		(54,100)		—		(54,100)		(401)		(54,501)
Balance as of December 31, 2022	195,422	$	1,954	$	1,729,589	$	(1,428,840)	$	(3,679)	$	299,024	$	2,048	$	301,072
Amortization of equity-based compensation	—	—		470		—		—		470		—		470
Non-controlling interests - contributions	—	—		—		—		—		—		322		322
Non-controlling interests - distributions	—	—		—		—		—		—		(215)		(215)
Retirement of common stock	(9,710)	(97)		(13,302)		—		—		(13,399)		—		(13,399)
Other comprehensive income (loss)	—	—		—		—		404		404		—		404
Reclassification of accumulated other comprehensive loss(1)	—	—		—		—		3,275		3,275		—		3,275
Net income (loss)	—	—		—		(156,885)		—		(156,885)		(3,364)		(160,249)
Balance as of December 31, 2023	185,712	$	1,857	$	1,716,757	$	(1,585,725)	$	—	$	132,889	$	(1,209)	$	131,680
Amortization of equity-based compensation	—	—		240		—		—		240		—		240
Non-controlling interests - contributions	—	—		—		—		—		—		84		84
Non-controlling interests - distributions	—	—		—		—		—		—		(575)		(575)
Net income (loss)	—	—		—		97,993		—		97,993		(393)		97,600
Balance as of December 31, 2024	185,712	$	1,857	$	1,716,997	$	(1,487,732)	$	—	$	231,122	$	(2,093)	$	229,029

_______________________________________

(1)The Company reclassified the accumulated other comprehensive loss related to foreign currency adjustments for an unconsolidated venture ownership interest that was sold during the three months ended June 30, 2023. The accumulated balance was reclassified to gain (loss) on investments and other on the consolidated statements of operations.

Refer to accompanying notes to consolidated financial statements.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)


	Year Ended December 31,
	2024		2023		2022
Cash flows from operating activities:
Net income (loss)	$	97,600	$	(160,249)	$	(54,501)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (earnings) losses of unconsolidated ventures	(2,537)		8,272		(47,625)
Depreciation and amortization	35,993		38,511		38,587
Impairment loss	3,710		49,423		45,299

Amortization of below market debt	3,406		3,326		3,247


Amortization of deferred financing costs	521		1,120		637
Amortization of equity-based compensation	240		226		207

(Gain) loss on investments and other	(129,845)		64,001		(1,029)
Change in allowance for uncollectible accounts	561		433		519
Issuance of common stock as payment for asset management fees	—		—		8,058
Distributions from unconsolidated ventures	—		10,640		22,291
Changes in assets and liabilities:
Receivables	(511)		626		332
Other assets	641		(3,140)		3,644
Due to related party	(121)		(348)		(5,928)
Accounts payable and accrued expenses	14,496		6,629		(5,222)
Other liabilities	(161)		(408)		(692)
Net cash provided by (used in) operating activities	23,993		19,062		7,824
Cash flows from investing activities:
Capital expenditures for operating real estate	(15,981)		(38,422)		(29,304)
Proceeds from sale of real estate	43,165		136		—
Properties placed into a receivership	—		(994)		—
Proceeds from sale of ownership interest in unconsolidated ventures	253,936		—		—
Insurance proceeds	329		—		—

Distributions from unconsolidated ventures	—		16,873		44,842
Proceeds from sale of other assets	221		523		—

Net cash provided by (used in) investing activities	281,670		(21,884)		15,538
Cash flows from financing activities:

Repayments of mortgage notes	(45,390)		(18,492)		(21,212)
Payment of deferred financing costs	(269)		(48)		(36)

Payments on financing and other obligations	(87)		(147)		(480)
Acquisition and retirement of common stock	—		(1,315)		—
Distributions paid on common stock	—		—		(97,018)
Contributions from non-controlling interests	84		322		330
Distributions to non-controlling interests	(575)		(215)		(224)
Net cash provided by (used in) financing activities	(46,237)		(19,895)		(118,640)
Net increase (decrease) in cash, cash equivalents and restricted cash	259,426		(22,717)		(95,278)
Cash, cash equivalents and restricted cash-beginning of period	92,943		115,660		210,938
Cash, cash equivalents and restricted cash-end of period	$	352,369	$	92,943	$	115,660


	Year Ended December 31,
	2024		2023		2022
Supplemental disclosure of cash flow information:
Cash paid for interest	$	34,660	$	38,269	$	38,836
Cash paid for income taxes	95		86		53
Supplemental disclosure of non-cash investing and financing activities:
Accrued capital expenditures	$	695	$	824	$	1,227
Reclassification of assets held for sale	75,904		11,966		—
Exchange of ownership interests in unconsolidated ventures for common stock	—		13,399		—
Assets acquired under finance lease obligations	176		25		—
Derecognition of operating real estate placed into a receivership	—		58,953		—

Refer to accompanying notes to consolidated financial statements.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Organization

NorthStar Healthcare Income, Inc., together with its consolidated subsidiaries (the “Company”), owns a diversified portfolio of seniors housing properties, including independent living facilities (“ILFs”), assisted living facilities (“ALFs”) and memory care facilities (“MCFs”) located throughout the United States.

The Company was formed in October 2010 as a Maryland corporation and commenced operations in February 2013. The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2013. The Company has conducted its operations, and intends to do so in the future, so as to continue to qualify as a REIT for U.S. federal income tax purposes.

Substantially all of the Company’s business is conducted through NorthStar Healthcare Income Operating Partnership, LP (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. The limited partners of the Operating Partnership are NorthStar Healthcare Income Advisor, LLC and NorthStar Healthcare Income OP Holdings, LLC (the “Special Unit Holder”), which became indirect subsidiaries of the Company on June 9, 2023. NorthStar Healthcare Income Advisor, LLC invested $1,000 in the Operating Partnership in exchange for common units and the Special Unit Holder invested $1,000 in the Operating Partnership and was issued a separate class of limited partnership units (the “Special Units”), which were collectively recorded as non-controlling interests on the accompanying consolidated balance sheets prior to June 9, 2023. As the Company issued shares, it contributed substantially all of the proceeds from its continuous, public offerings to the Operating Partnership as a capital contribution. As of December 31, 2024, the Company’s limited partnership interest in the Operating Partnership, directly or indirectly, was 100%.

The Company’s charter authorizes the issuance of up to 400.0 million shares of common stock with a par value of $0.01 per share and up to 50.0 million shares of preferred stock with a par value of $0.01 per share. The board of directors of the Company (the “Board”) is authorized to amend its charter, without the approval of the stockholders, to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue.

The Company raised $2.0 billion in total gross proceeds from the sale of shares of common stock in its continuous, public offerings (the “Offering”), including $232.6 million pursuant to its distribution reinvestment plan (the “DRP”).

The Internalization

From inception through October 21, 2022, the Company was externally managed by CNI NSHC Advisors, LLC or its predecessor (the “Former Advisor”), an affiliate of NRF Holdco, LLC (the “Former Sponsor”). The Former Advisor was responsible for managing the Company’s operations, subject to the supervision of the Board, pursuant to an advisory agreement. On October 21, 2022, the Company completed the internalization of the Company’s management function (the “Internalization”). In connection with the Internalization, the Company agreed with the Former Advisor to terminate the advisory agreement and arranged for the Former Advisor to continue to provide certain services for a transition period.

Merger Agreement

On January 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Compound Holdco LLC, a Delaware limited liability company (the “Parent”), Compound Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (the “Merger Sub”), and, solely for purposes of Section 10.14 thereof, Welltower OP LLC, a Delaware limited liability company and a subsidiary of Welltower Inc. (the “Guarantor”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Merger”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board.

Upon consummation of the Merger, the Company’s stockholders will receive $3.03 in cash for each share of the Company’s common stock, without interest and subject to any applicable withholding tax obligations.

The completion of the Merger is subject to certain customary closing conditions, including, among others, (1) approval of the Merger by the Company’s stockholders; (2) material compliance with covenants; (3) accuracy of each party’s representations, subject to materiality thresholds; (4) absence of injunctions or orders that prohibit or restrain the consummation of the Merger; (5) the receipt by the Company and Merger Sub of a written legal opinion addressing the Company’s qualification as a REIT; (6) the absence of a material adverse effect on the Company prior to the closing; and (7) the Company’s completion of the distribution of the interests in the limited partners of the Company’s operating partnership to the Company.

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The Company has made customary representations and warranties and has agreed to certain customary covenants in the Merger Agreement, including, among others, covenants to conduct its business in the ordinary course and maintain its REIT status.

The Company’s stockholders will be asked to vote to approve the Merger at a special meeting of stockholders that will be held on a date yet to be announced. Approval of the Merger requires the affirmative vote of the holders of at least a majority of the shares of the Company’s outstanding common stock entitled to vote on the Merger as of the record date for the special meeting.

The Merger is expected to close in the second quarter of 2025, although there can be no assurances as to when or if the closing will occur.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Reclassifications

Prior period amounts have been reclassified on the consolidated balance sheets and consolidated statement of cash flows from escrow deposit payable to other liabilities to conform to the current period presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary or if the Company has the power to control an entity through majority voting interest or other arrangements. All significant intercompany balances are eliminated in consolidation.

Variable Interest Entities

A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events.

A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions.

As of December 31, 2024, the Company has identified certain consolidated and unconsolidated VIEs. Assets of each of the VIEs may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company.

Consolidated VIEs

The most significant VIEs of the Company are certain entities that are consolidated by the Operating Partnership. These entities are VIEs because of non-controlling interests owned by third parties, which do not have substantive kick-out or participating

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rights. Included in operating real estate, net, assets held for sale and mortgage notes payable, net on the Company’s consolidated balance sheet as of December 31, 2024 is $63.3 million, $5.7 million and $143.5 million, respectively, related to such consolidated VIEs.

Unconsolidated VIEs

As of December 31, 2024, the Company identified unconsolidated VIEs related to its investments in unconsolidated ventures with a carrying value totaling $0.7 million. The Company’s maximum exposure to loss as of December 31, 2024 would not exceed the carrying value of its investment in the VIEs. The Company determined that it is not the primary beneficiary of these VIEs and, accordingly, they are not consolidated in the Company’s financial statements as of December 31, 2024. The Company did not provide financial support to its unconsolidated VIEs during the year ended December 31, 2024. As of December 31, 2024, there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to its unconsolidated VIEs.

Voting Interest Entities

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or through a simple majority vote.

The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework.

Investments in Unconsolidated Ventures

The Company will account for an investment under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Equity method investments are recognized using a cost accumulation model, in which the investment is recognized based on the cost to the investor, which includes acquisition fees. The Company records as an expense certain acquisition costs and fees associated with consolidated investments deemed to be business combinations and capitalizes these costs for investments deemed to be acquisitions of an asset, including an equity method investment.

The Company may elect the fair value option of accounting for an investment that would otherwise be accounted for under the equity method. The fair value option election allows an entity to make an irrevocable election of fair value for certain financial assets and liabilities on an instrument-by-instrument basis at the initial or subsequent measurement. The decision to elect the fair value option must be applied to an entire instrument and is irrevocable once elected. Under the fair value option, the Company records its share of the changes to fair value of the investment through gain (loss) on investments and other in the consolidated statements of operations. On June 30, 2023, the Company elected the fair value option method to account for its investment in the Espresso joint venture, which has now liquidated its remaining real estate assets. The Company’s assessment of fair value for its unconsolidated investment in the Espresso joint venture considers the joint venture’s available cash, less wind down costs and other expenses. During the year ended December 31, 2024, the Company recorded a change to the fair value of its investment in the Espresso joint venture totaling $0.6 million as a result of lower than anticipated wind down costs, which increased the fair value of its investment to $0.7 million as of December 31, 2024. Refer to Note 4 “Investment in Unconsolidated Ventures” and Note 10 “Fair Value” for further discussion.

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Non-controlling Interests

A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and comprehensive income (loss) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in the relevant governing documents.

Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. Any estimates of the effects of inflation, interest rates, risk of recession and other economic conditions as reflected and/or discussed in these financial statements are based upon the Company's best estimates using information known to the Company as of the date of this Annual Report on Form 10-K. Such estimates may change and the impact of which could be material.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly-liquid investments with an original maturity date of three months or less to be cash equivalents. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions and interest yielding money market funds invested in short-term U.S. government securities. Interest income from these investments are classified as other revenue on the consolidated statements of operations. To date, the Company has not experienced any losses on cash and cash equivalents.

Restricted cash consists of amounts related to operating real estate (escrows for taxes, capital expenditures and security deposits received from residents) and other escrows required by lenders of the Company’s borrowings. In November 2024, the Company extended the maturity date of the borrowings collateralized by the properties of Winterfell portfolio, which required the Company to advance $35 million to be held in escrow and applied to repay the mortgage loans on the original maturity date or any earlier prepayment.

The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the total of such amounts as reported on the consolidated statements of cash flows (dollars in thousands):


	December 31,
	2024		2023
Cash and cash equivalents	$	312,123	$	85,037
Restricted cash	40,246		7,906
Total cash, cash equivalents and restricted cash	$	352,369	$	92,943

Operating Real Estate

Operating real estate is carried at historical cost less accumulated depreciation. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance are expensed as incurred. Operating real estate is depreciated using the straight-line method over the estimated useful life of the assets, summarized as follows:


Category:						Term:
Building						40 years
Building improvements						Lesser of the useful life or remaining life of the building
Land improvements						10 to 15 years
Tenant improvements						Lesser of the useful life or remaining term of the lease
Furniture, fixtures and equipment						5 to 9 years

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Construction costs incurred in connection with the Company’s investments are capitalized and included in operating real estate, net on the consolidated balance sheets. Construction in progress is not depreciated until the asset is available for its intended use.

Lessee Accounting

A leasing arrangement, a right to control the use of an identified asset for a period of time in exchange for consideration, is classified by the lessee either as a finance lease, which represents a financed purchase of the leased asset, or as an operating lease. For leases with terms greater than 12 months, a lease asset and a lease liability are recognized on the balance sheet at commencement date based on the present value of lease payments over the lease term.

Lease renewal or termination options are included in the lease asset and lease liability only if it is reasonably certain that the option to extend would be exercised or the option to terminate would not be exercised. As the implicit rate in most leases are not readily determinable, the Company’s incremental borrowing rate for each lease at commencement date is used to determine the present value of lease payments. Consideration is given to the Company’s recent debt financing transactions, as well as publicly available data for instruments with similar characteristics, adjusted for the respective lease term, when estimating incremental borrowing rates.

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

Right of Use (“ROU”) - Finance Assets

The Company has entered into finance leases for equipment which are included in operating real estate, net on the Company’s consolidated balance sheets. As of December 31, 2024, furniture, fixtures and equipment under finance leases totaled $0.3 million. The leased equipment is amortized on a straight-line basis. Payments for finance leases totaled $0.1 million for the years ended December 31, 2024 and 2023.

The following table presents the future minimum lease payments under finance leases and the present value of the minimum lease payments, which are included in other liabilities on the Company’s consolidated balance sheets (dollars in thousands):


Years Ending December 31:
2025	$	75
2026	70
2027	55
2028	42
2029	29
Thereafter	7
Total minimum lease payments	$	278
Less: Amount representing interest	(51)
Present value of minimum lease payments	$	227

The weighted average interest rate related to the finance lease obligations is 8.6% with a weighted average lease term of 4.2 years.

As of December 31, 2024, there were no leases that had yet to commence which would create significant rights and obligations to the Company as lessee.

Assets Held For Sale

The Company classifies certain long-lived assets as held for sale once the criteria, as defined by U.S. GAAP, have been met and are expected to sell within one year. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell, with any write-down recorded to impairment loss on the consolidated statements of operations. Depreciation and amortization is not recorded for assets classified as held for sale.

As of December 31, 2024, the Company had five properties classified as held for sale on its consolidated balance sheets. In November 2024, the Company entered into an agreement to sell the four net lease properties in the Arbors portfolio for $81.0 million. The sale was completed in January 2025. In December 2024, the Company entered into an agreement to sell a property within the Rochester portfolio for $7.0 million. The sale was completed in January 2025. As of December 31, 2023, the Company had one property within the Rochester portfolio classified as held for sale, which was sold in February 2024.

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Intangible Assets and Deferred Costs

Deferred Costs

Deferred costs consist of deferred financing costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. These costs are recorded against the carrying value of such financing and are amortized to interest expense over the term of the financing using the effective interest method. Unamortized deferred financing costs are expensed to gain (loss) on investments and other, when the associated borrowing is repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not occur.

Identified Intangibles

The Company records acquired identified intangibles, such as the value of in-place leases and other intangibles, based on estimated fair value at the acquisition date. The value allocated to the identified intangibles is amortized over the remaining lease term. In-place leases are amortized into depreciation and amortization expense.

Impairment analysis for identified intangible assets is performed in connection with the impairment assessment of the related operating real estate. An impairment establishes a new basis for the identified intangible asset and any impairment loss recognized is not subject to subsequent reversal. Refer to “—Impairment on Operating Real Estate and Investments in Unconsolidated Ventures” for additional information.

As of December 31, 2023, intangible assets, net represented the remaining unamortized in-place lease values for the Company’s four net lease properties in the Arbor portfolio. In November 2024, the Company entered into an agreement to sell the Arbors portfolio and classified the assets of the properties, including the intangible assets, as held for sale. The following table presents intangible assets, net (dollars in thousands):


	December 31,
	2024		2023
In-place lease value	$	115,097	$	120,149
Less: Accumulated amortization	(115,097)		(118,233)
Intangible assets, net	$	—	$	1,916

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $0.3 million of amortization expense for in-place leases.

Derivative Instruments

The Company uses derivative instruments to manage its interest rate risk. The Company’s derivative instruments are recorded at fair value. The accounting for changes in fair value of derivatives depends upon whether or not the Company has elected to designate the derivative in a hedging relationship and the derivative qualifies for hedge accounting. Under hedge accounting, changes in fair value for derivatives are recorded through other comprehensive income. When hedge accounting is not elected, changes in fair value for derivatives are recorded through the income statement.

The Company has interest rate caps that have not been designated for hedge accounting. As of December 31, 2024, the Company has one interest rate cap agreement in place. The fair value of the Company's interest rate caps totaled $0.2 million and $0.4 million as of December 31, 2024 and 2023, respectively, and is presented in other assets on the consolidated balance sheets. Changes in fair value of derivatives have been recorded in gain (loss) on investments and other in the consolidated statements of operations. The Company recognized losses related to changes in fair value totaling $0.5 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2022, the Company recognized gains totaling $0.5 million.

Revenue Recognition

Operating Real Estate

Rental income from operating real estate is derived from leasing of space to operators and residents, including rent received from the Company’s net lease properties and rent, ancillary service fees and other related revenue earned from ILF residents. Rental income recognition commences when the operator takes legal possession of the leased space and the leased space is substantially

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ready for its intended use. The leases are for fixed terms of varying length and generally provide for rentals and expense reimbursements to be paid in monthly installments. Rental income from leases, which includes community and move-in fees, is recognized over the term of the respective leases. ILF resident agreements are generally short-term in nature and may allow for termination with 30 days’ notice.

The Company also generates revenue from operating healthcare properties. Revenue related to operating healthcare properties includes resident room and care charges, ancillary fees and other resident service charges. Rent is charged and revenue is recognized when such services are provided, generally defined per the resident agreement as of the date upon which a resident occupies a room or uses the services. Resident agreements are generally short-term in nature and may allow for termination with 30 days’ notice. Revenue derived from our ALFs and MCFs is recorded in resident fee income in the consolidated statements of operations.

Revenue from operators and residents is recognized at lease commencement only to the extent collection is expected to be probable. This assessment is based on several qualitative and quantitative factors, including and as appropriate, the payment history, ability to satisfy its lease obligations, the value of the underlying collateral or deposit, if any, and current economic conditions. If collection is assessed to not be probable, thereafter lease income recognized is limited to amounts collected, with the reversal of any revenue recognized to date in excess of amounts received. If collection is subsequently reassessed to be probable, revenue is adjusted to reflect the amount that would have been recognized had collection always been assessed as probable.

Beginning in February 2021, the operator of the Company’s four net lease properties failed to remit contractual monthly rent obligations and the Company deemed it not probable that these obligations would be satisfied in the foreseeable future. On March 27, 2023, the Company entered into a lease forbearance and modification agreement (the “Forbearance Agreement”) with the existing operator, pursuant to which, among other things, the Company was entitled to receive all cash flow in excess of permitted expenses, and required to fund any operating deficits, through 2025, subject to the terms and conditions thereof. The Company received and recorded rental income related to its net lease properties of $2.8 million, $1.7 million and $1.6 million during the years ended December 31, 2024, 2023 and 2022, respectively.

For the years ended December 31, 2024, 2023 and 2022, total property and other revenue includes variable lease revenue of $14.1 million, $14.1 million and $11.2 million, respectively. Variable lease revenue includes ancillary services provided to residents, as well as non-recurring services and fees at the Company’s operating facilities.

Impairment on Operating Real Estate and Investments in Unconsolidated Ventures

Operating Real Estate and Assets Held for Sale

The Company’s real estate portfolio is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value may be impaired if the Company’s estimate of the aggregate expected future undiscounted cash flow generated by the property is less than the carrying value. In conducting this review, the Company considers U.S. macroeconomic factors, real estate and healthcare sector conditions, together with asset specific and other factors. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value and recorded as impairment loss in the consolidated statements of operations.

Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to disposal cost recorded as an impairment loss. For any increase in fair value less disposal cost subsequent to classification as held for sale, the impairment may be reversed, but only up to the amount of cumulative loss previously recognized.

The Company considered the potential impact of the lasting effects of inflation, elevated interest rates, risk of recession and other economic conditions on the future net operating income of its real estate held for investment as an indicator of impairment. Fair values were estimated based upon the income capitalization approach, using net operating income for each property and applying indicative capitalization rates.

During the year ended December 31, 2024, the Company recorded impairment losses on its operating real estate totaling $3.7 million, including $3.0 million for the Company’s Oak Cottage property as a result of lower operating margins and projected future cash flows, $0.4 million for property damage sustained by facilities within the Winterfell and Aqua portfolios and $0.3 million to reflect the market value of land parcels within the Rochester portfolio.

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During the year ended December 31, 2023, the Company recorded impairment losses on its operating real estate totaling $44.7 million, which includes impairment losses of $38.6 million for five facilities within the Rochester Sub-Portfolio (as defined in Note 5, “Borrowings”), $5.6 million for a facility within its Arbors portfolio as a result of lower estimated future cash flows and estimated market value, $0.4 million to reflect net realizable value for a facility within the Rochester portfolio designated as held for sale and $0.1 million for a land parcel within the Rochester portfolio as a result of lower estimated market value.

Investments in Unconsolidated Ventures

The Company reviews its investments in unconsolidated ventures on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company considers global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred on the Company’s investment in unconsolidated ventures, and is considered to be other than temporary, the loss is measured as the excess of the carrying value of the investment over the estimated fair value and recorded in impairment loss in the consolidated statements of operations.

During the year ended December 31, 2024, the Company did not record impairment on its investments in unconsolidated ventures.

During the year ended December 31, 2023, the Company impaired its investment in the Espresso joint venture by $4.7 million, which reduced the carrying value of its investment to $3.1 million as of June 30, 2023. The Company’s assessment for the fair value of its investment took into consideration the joint venture’s remaining assets and estimated future cash distributions, less transaction and wind down costs. Upon impairing its investment, the Company elected the fair value option method to account for its investment in the Espresso joint venture on June 30, 2023.

Credit Losses on Receivables

The current expected credit loss model, in estimating expected credit losses over the life of a financial instrument at the time of origination or acquisition, considers historical loss experiences, current conditions and the effects of reasonable and supportable expectations of changes in future macroeconomic conditions. The Company assesses the estimate of expected credit losses on a quarterly basis or more frequently as necessary. The Company considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

The Company measures expected credit losses of receivables on a collective basis when similar risk characteristics exist. If the Company determines that a particular receivable does not share risk characteristics with its other receivables, the Company evaluates the receivable for expected credit losses on an individual basis.

When developing an estimate of expected credit losses on receivables, the Company considers available information relevant to assessing the collectability of cash flows. This information may include internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. The Company considers relevant qualitative and quantitative factors that relate to the environment in which the Company operates and are specific to the borrower.

Further, the fair value of the collateral, less estimated costs to sell, may be used when determining the allowance for credit losses for a receivable for which the repayment is expected to be provided substantially through the sale of the collateral when the borrower is experiencing financial difficulty.

As of December 31, 2024, the Company has not recorded an allowance for credit losses on its receivables.

Acquisition Fees and Expenses

The Company expensed certain acquisition costs and fees associated with transactions deemed to be business combinations and capitalized these costs for transactions deemed to be acquisitions of an asset, including an equity investment.

Equity-Based Compensation

The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. All fixed equity-based awards to directors, which have no vesting conditions other than

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time of service, are amortized to compensation expense over the awards’ vesting period on a straight-line basis. Equity-based compensation is classified within general and administrative expenses in the consolidated statements of operations.

Income Taxes

The Company elected to be taxed as a REIT and to comply with the related provisions of the Code beginning in its taxable year ended December 31, 2013. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders as long as certain asset, gross income and share ownership tests are met. To maintain its qualification as a REIT, the Company must annually distribute dividends equal to at least 90.0% of its REIT taxable income (with certain adjustments) to its stockholders and meet certain other requirements. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods.

For the taxable year ended December 31, 2024, the Company anticipates that its REIT taxable income, if any, will be offset by its net operating loss carry-forward and as such, the Company will not be subject to the distribution requirements. The Company’s most recently filed tax return is for the year ended December 31, 2023 and includes a net operating loss carry-forward of $349.2 million.

If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax and potential interest and penalties, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable. The Company has assessed its tax positions for all open tax years, which include 2020 to 2024, and concluded there were no material uncertainties to be recognized. The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income.

The Company made a joint election to treat certain subsidiaries as taxable REIT subsidiaries (“TRS”) which may be subject to U.S. federal, state and local income taxes. In general, a TRS of the Company may perform services for managers/operators/residents of the Company, hold assets that the Company cannot hold directly and may engage in any real estate or non-real estate related business.

Certain subsidiaries of the Company are subject to taxation by federal and state authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes, if any, represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws and tax rates in the period which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current period, plus the change in deferred taxes. Current and deferred taxes are provided on the portion of earnings (losses) recognized by the Company with respect to its interest in the TRS.

A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2024, 2023 and 2022, to the taxable income is as follows (in thousands):


	For the Year Ended December 31,
	2024		2023		2022
Tax (benefit) at statutory rate for taxable entities (21%)	$	(267)	$	(1,098)	$	(2,112)
State income tax (benefit), net of federal benefits	(40)		(48)		(91)
Change in valuation allowance	850		1,216		2,145
Other differences	(461)		4		119
Income tax expense (benefit)	$	82	$	74	$	61

Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s U.S. GAAP consolidated financial statements and the federal and state income tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in provision for income tax expense in the consolidated statements of

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operations. The Company has a deferred tax asset and continues to have a full valuation allowance recognized, as there are no changes in the facts and circumstances to indicate that the Company should release the valuation allowance.

The components of the Company’s deferred tax assets as of December 31, 2024 and 2023 are as follows (in thousands):


	December 31,
	2024		2023
Fixed assets and other	$	833	$	656
Net operating losses	16,500		15,827
Total deferred tax assets	$	17,333	$	16,483
Valuation allowance	(17,333)		(16,483)
Net deferred income tax assets	$	—	$	—

Comprehensive Income (Loss)

The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (loss) (“OCI”). The only component of OCI for the Company was foreign currency translation adjustments related to its investment in an unconsolidated venture.

Foreign Currency

Prior to the sale of the Company’s investment in an unconsolidated venture in 2023, the Company had exposure to foreign currency through the investment, the effects of which were recorded as a component of accumulated OCI in the consolidated statements of equity and in equity in earnings (losses) in the consolidated statements of operations. Upon the sale, the accumulated foreign currency losses were reclassified to gain (loss) on investments and other on the consolidated statements of operations and the Company is no longer exposed to foreign currency.

Recent Accounting Pronouncements

Accounting Standards Adopted in 2024

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption. Early adoption is permitted. The Company adopted ASU No. 2023-07 as of December 31, 2024 and the changes to the required disclosure are reflected in Note 11, “Segment Reporting.”

Future Application of Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company plans to adopt ASU No. 2023-09 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and does not anticipate the application of the accounting standards will have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adopting this new standard on the Company’s financial statements.

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3. Operating Real Estate

The following table presents operating real estate, net (dollars in thousands):


	December 31,
	2024		2023
Land	$	94,528	$	115,758
Land improvements	8,543		12,705
Buildings and improvements	759,876		861,452
Tenant improvements	—		372
Construction in progress	145		5,493
Furniture, fixtures and equipment	93,030		93,373
Subtotal	$	956,122	$	1,089,153
Less: Accumulated depreciation	(261,809)		(267,883)
Operating real estate, net	$	694,313	$	821,270

For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $35.7 million, $38.2 million and $38.3 million, respectively.

Within the table above, operating real estate has been reduced by accumulated impairment losses of $130.6 million and $162.9 million as of December 31, 2024 and December 31, 2023, respectively. Impairment losses, as presented on the consolidated statements of operations, for the Company’s operating real estate and properties held for sale totaled $3.7 million, $44.7 million and $31.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. Refer to Note 2, “Summary of Significant Accounting Policies” for further discussion.

The following table presents the managers of the Company’s operating real estate (dollars in thousands):


	As of December 31, 2024		Year Ended December 31, 2024
Manager	Properties Under Management	Units Under Management	Resident Fee and Rental Revenues		% of Total Property and Other Revenues
Solstice Senior Living	32	3,969	$	140,566	70.3	%
Watermark Retirement Communities(1)	4	418	21,815		10.9	%
Arete Living	5	453	23,300		11.7	%
Integral Senior Living	1	40	4,627		2.3	%
Subtotal	42	4,880	190,308		95.2	%
Properties sold and held for sale in 2024(2)	7	916	9,633		4.8	%
Total			$	199,941	100.0	%

______________________________________

(1)Excludes properties sold or held for sale as of December 31, 2024 and the Rochester Sub-Portfolio, which was placed into a receivership in October 2023.

(2)The Company sold two properties and classified one property held for sale that were managed by Watermark Retirement Communities during the year ended December 31, 2024. The four net lease properties operated by Arcadia Management were classified as held for sale as of December 31, 2024.

Rochester Sub-Portfolio

As a result of the mortgage loan payment defaults in July 2023, on October 30, 2023, the Rochester Sub-Portfolio (as defined in Note 5, “Borrowings”) was placed into a receivership. The receiver now has effective control of the properties until ownership of the properties transfers to the lender or its designee.

As a result of the Company’s loss of control, the Company discontinued recognizing revenues and expenses related to the Rochester Sub-Portfolio as of October 30, 2023 and derecognized the properties and related assets from the Company’s financial statements, which resulted in a $59.0 million loss recognized in accordance with ASC 610-20, “Gains and Losses from the Derecognition of Nonfinancial Assets” during the year ended December 31, 2023.

Arbors Portfolio

Beginning in February 2021, Arcadia Management, the operator of the Company’s four net lease properties in the Arbors portfolio, failed to remit contractual monthly rent obligations. The Company deemed it not probable that these obligations would

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be satisfied in the foreseeable future and began recognizing rental income as received on a cash basis. During the year ended December 31, 2024, the Company received and recorded rental income of $2.8 million related to its net lease properties.

In November 2024, the Company entered into an agreement to sell the four net lease properties in the Arbors portfolio for $81.0 million and has classified the properties as held for sale on its consolidated balance sheets. The sale was completed in January 2025.

4. Investments in Unconsolidated Ventures

The Company’s investments in unconsolidated ventures are accounted for under the equity method or fair value option. The following tables presents the Company’s investments in unconsolidated ventures (dollars in thousands):


				Carrying Value
Portfolio	Acquisition Date	Ownership		December 31, 2024		December 31, 2023
Trilogy	Dec-2015	24.0	%	$	—	$	122,339
Solstice	Jul-2017	20.0	%	—		468
Espresso	Jul-2015	36.7	%	740		142
Investments in Unconsolidated Ventures				$	740	$	122,949


	Year Ended December 31,
		2024	2023				2022
Portfolio			Equity in Earnings (Losses)		Cash Distribution		Equity in Earnings (Losses)		Cash Distribution		Equity in Earnings (Losses)		Cash Distribution
Trilogy(1)			$	3,005	$	—	$	(1,409)	$	5,136	$	11,652	$	9,134
Solstice			(468)		—		145		—		2		—
Espresso(2)			—		—		9,228		22,377		72,427		54,654
Diversified US/UK & Eclipse			—		—		(16,236)		—		(36,456)		3,345
Total			$	2,537	$	—	$	(8,272)	$	27,513	$	47,625	$	67,133

_______________________________________

(1)Represents the Company’s proportionate share of earnings through the date of sale of the Company’s ownership interest on September 20, 2024.

(2)The Company elected the fair value option to account for its interest in Espresso on June 30, 2023, which resulted in no equity in earnings (losses) recorded subsequent to the accounting policy election.

Trilogy

Trilogy REIT Holdings, LLC (“Trilogy”) indirectly owns integrated senior health campuses, providing services associated with ILFs, ALFs, MCFs and skilled nursing facilities, located in the Midwest, which are all operating properties managed pursuant to a management agreement with Trilogy Management Services, as well as ancillary services businesses, including a therapy business and a pharmacy business. Affiliates of American Healthcare REIT, Inc. (“AHR”) own the controlling interest of Trilogy.

The Company, acting through subsidiaries of its operating partnership, entered into a membership interest purchase agreement (the “Option Agreement”) on November 3, 2023 with AHR and its subsidiary granting to AHR the right to purchase all of the Company’s ownership interest in Trilogy for a purchase price ranging from $240.5 million to up to $260 million depending upon the purchase price consideration and timing of the closing, subject to and on the conditions set forth in the Option Agreement.

On September 20, 2024, the Company completed the sale of its ownership interest in Trilogy in accordance with the Option Agreement, which resulted in net cash proceeds, after transaction costs, received by the Company totaling $254.0 million.

Based on the carrying value of its investment in Trilogy prior to the transaction, the Company recognized a gain on the sale totaling $128.6 million, which is recorded within gain (loss) on investments and other on the Company's consolidated statements of operations for the year ended December 31, 2024.

Solstice

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Solstice Senior Living, LLC (“Solstice”), the manager of the Winterfell portfolio, is a joint venture between affiliates of Integral Senior Living, LLC (“ISL”), a management company of ILFs, ALFs and MCFs founded in 2000, which owns 80.0%, and the Company, which owns 20.0%.

During the year ended December 31, 2024, Solstice recorded a non-cash expense accrual related to performance-based compensation for its executive team. The Company’s proportionate share of the expenses accrual reduced the carrying value of its investment in Solstice to zero as of December 31, 2024.

Espresso

During the year ended December 31, 2023, FC Domino Acquisition, LLC (“Espresso”) completed the sale of its remaining sub-portfolios. The Company’s elected the fair value option method to account for its investment in Espresso on June 30, 2023. The Company’s assessment of fair value for its investment in Espresso considers the joint venture’s available cash, less wind down costs and other expenses. During the year ended December 31, 2024, the Company recorded a change to the fair value of its investment in the Espresso joint venture totaling $0.6 million as a result of lower than anticipated wind down costs, which increased the fair value of its investment to $0.7 million as of December 31, 2024.

Diversified US/UK & Eclipse

In June 2023, the Company sold its 14% interest in Healthcare GA Holdings, General Partnership, which indirectly owned 48 care homes across the United Kingdom (“Diversified US/UK”), and its 6% interest in Eclipse Health, General Partnership, which indirectly owned 34 seniors housing facilities (“Eclipse”), together with $1.1 million in cash, to its Former Sponsor, who is affiliated with the majority partner of each joint venture, for all of the Company’s equity securities held by the Former Sponsor and its affiliates, including 9,709,553 shares of common stock of the Company, 100 common units in the Operating Partnership and 100 special units in the Operating Partnership. Upon completion of the sale, the Company retired all of the shares of common stock acquired.

Summarized Financial Data

The following table presents a summary of the combined balance sheets and combined statements of operations of Espresso and Solstice (dollars in thousands):


	December 31, 2024		December 31, 2023			Year Ended December 31,
						2024		2023		2022
Assets
Operating real estate, net	$	—	$	—	Total revenues	$	7,561	$	17,766	$	40,445
All other assets	10,540		10,530		Total property operating expense	$	(8,477)	$	(11,363)	$	(8,576)
Total assets	$	10,540	$	10,530	Net income (loss)	$	(3,751)	$	52,224	$	197,734

Liabilities and equity
Total liabilities	$	11,219	$	7,457
Equity	(679)		3,073
Total liabilities and equity	$	10,540	$	10,530

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The following table presents a summary of the combined statements of operations for Diversified US/UK and Eclipse and summary of the statements of operations for Trilogy through the date of each ownership interest sale, as well as a summary of the Trilogy’s balance sheet as of December 31, 2023 (dollars in thousands):


	Trilogy						Diversified US/UK & Eclipse
	Period ended September 20, 2024		Year ended December 31, 2023		Year ended December 31, 2022		Period ended June 9, 2023		Year ended December 31, 2022

Total revenues	$	1,136,824	$	1,460,222	$	1,252,175	$	115,068	$	352,098
Total property operating expenses	$	1,005,693	$	1,386,209	$	1,173,579	$	(70,636)	$	(231,484)
Net income (loss)	$	12,408	$	(6,082)	$	50,258	$	(198,793)	$	(288,881)

	December 31, 2023
Assets
Operating real estate, net	$	1,414,067
All other assets	733,230
Total assets	$	2,147,297

Liabilities and equity
Total liabilities	$	1,691,527
Equity	455,770
Total liabilities and equity	$	2,147,297

5. Borrowings

The following table presents the Company’s mortgage notes payable (dollars in thousands):


				December 31, 2024				December 31, 2023
	Recourse vs. Non-Recourse(1)	Maturity	Contractual Interest Rate(2)	Principal Amount(3)		Carrying Value(3)		Principal Amount(3)		Carrying Value(3)

Aqua Portfolio
Frisco, TX	Non-recourse	Feb 2026	SOFR + 2.91%	$	26,000	$	25,832	$	26,000	$	25,694
Milford, OH	Non-recourse	Sep 2026	SOFR + 2.79%	18,014		17,914		18,173		18,015
Rochester Portfolio
Rochester, NY	Non-recourse	Repaid	4.25%	—		—		17,470		17,448
Rochester, NY(4)	Non-recourse	Jul 2023	SOFR + 2.45%	99,786		99,786		99,786		99,786
Rochester, NY(5)	Non-recourse	Repaid	SOFR + 2.93%	—		—		10,874		10,853
Arbors Portfolio(6)
Various locations	Non-recourse	Feb 2025	3.99%	79,293		79,282		81,397		81,209
Winterfell Portfolio(7)
Various locations	Non-recourse	Jun 2026	4.17%	570,047		568,435		583,471		578,694
Pacific Northwest Portfolio(8)
Various locations	Non-recourse	Feb 2027	4.66%	65,332		65,173		66,691		66,455
Mortgage notes payable, net				$	858,472	$	856,422	$	903,862	$	898,154

_______________________________________

(1)Subject to non-recourse carve-outs.

(2)Floating-rate borrowings total $143.8 million of principal outstanding and reference one-month of the Secured Overnight Financing Rate (“SOFR”).

(3)The difference between principal amount and carrying value of mortgage notes payable is attributable to deferred financing costs, net for all borrowings, other than for the Winterfell portfolio, which is attributable to below market debt intangibles.

(4)Composed of seven individual mortgage notes payable secured by the Rochester Sub-Portfolio (as defined below), which are cross-collateralized and in default and were accelerated in July 2023.

(5)Upon the sale of the underlying collateral property, the mortgage note was repaid in full in February 2024.

(6)Composed of four individual mortgage notes payable secured by four ALFs, cross-collateralized and subject to cross-default.

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(7)Composed of 32 individual mortgage notes payable secured by 32 ILFs, cross-collateralized and subject to cross-default. In November 2024, the Company modified the 32 individual mortgage notes payable to extend the maturity date from June 1, 2025 (the original maturity date) to June 1, 2026, change the interest rate beginning on the original maturity date from a fixed rate of 4.17% to one-month SOFR plus 2.50% and to advance $35 million to be held in escrow and applied in prepayment on the original maturity date (or earlier prepayment).

(8)Composed of five individual mortgage notes payable secured by five ALFs, cross-collateralized and subject to cross-default.

The following table presents future scheduled principal payments on mortgage notes payable as of December 31, 2024 (dollars in thousands):


Years Ending December 31:
2025(1)	$	229,451
2026	566,625
2027	62,396

Total	$	858,472

_______________________________________

(1)Includes the outstanding principal of the Rochester Sub-Portfolio Loan (as defined below), which is in default and the borrowings collateralized by our Arbors portfolio, which were repaid in January 2025.

Rochester Sub-Portfolio Loan

In July 2023, the Company elected not to use cash reserves to pay July debt service on seven cross-defaulted and cross-collateralized mortgage notes with an aggregate principal amount outstanding of $99.8 million (the “Rochester Sub-Portfolio Loan") secured by five ILFs and two ALFs (the “Rochester Sub-Portfolio") that did not generate sufficient cash flow to pay debt service in full. The Rochester Sub-Portfolio Loan is non-recourse to the Company, subject to limited customary exceptions.

As a result of the payment default, on October 25, 2023, the lender filed a complaint seeking the appointment of a receiver and foreclosure on the underlying properties and to enforce its rights in its collateral under the loan documents and, on October 30, 2023, the Rochester Sub-Portfolio was placed into a receivership to facilitate an orderly transition of the operations, and eventually ownership, of the properties.

Once legal ownership of the Rochester Sub-Portfolio transfers and the obligations under the Rochester Sub-Portfolio Loan are extinguished, the Company expects to recognize a gain related to the debt extinguishment in accordance with ASC 470, “Debt.” However, until the extinguishment occurs, default interest expense and any other expenses related to the Rochester Sub-Portfolio Loan will continue to accrue. As of December 31, 2024, $99.8 million of outstanding mortgage debt and $20.2 million of accrued interest expense were included on the Company's consolidated balance sheets related to the Rochester Sub-Portfolio Loan.

Arbors Portfolio

In November 2024, the Company entered into an agreement to sell the four net lease properties in the Arbors portfolio for $81.0 million and classified the properties as held for sale on its consolidated balance sheets as of December 31, 2024. The sale was completed in January 2025 and generated net proceeds of $1.2 million, after the repayment of outstanding borrowings of $79.1 million and transaction costs.

6. Related Party Arrangements

Former Advisor

In connection with the Internalization, on October 21, 2022, the advisory agreement was terminated and, along with the Operating Partnership and the Former Advisor, the Company entered into a Transition Services Agreement (the “TSA”) to facilitate an orderly transition of the Company’s management of its operations. As of December 31, 2023, the TSA was effectively terminated.

Prior to the Internalization, the Former Advisor was responsible for managing the Company’s affairs on a day-to-day basis and for identifying, acquiring, originating and asset managing investments on behalf of the Company. For such services, to the extent permitted by law and regulations, the Former Advisor received fees and reimbursements from the Company.

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Investments in Unconsolidated Ventures

Solstice, the manager of the Winterfell portfolio, is a joint venture between affiliates of Integral Senior Living (“ISL”), which owns 80.0%, and the Company, which owns 20.0%. For the year ended December 31, 2024, the Company recognized property management fees and other incentive fees expense of $13.4 million to Solstice related to the Winterfell portfolio.

7. Equity-Based Compensation

The Company adopted a long-term incentive plan, as amended (the “Plan”), which it may use to attract and retain qualified officers, directors, employees and consultants, as well as an independent directors compensation plan, which is a component of the Plan. Under the Plan, 2.0 million shares of restricted common stock were eligible to be issued for any equity-based awards granted under the Plan.

Pursuant to the Plan, as of December 31, 2024, the Company’s independent directors were granted a total of 159,932 shares of restricted common stock and 300,333 restricted stock units totaling $1.3 million and $1.0 million, respectively, based on the share price on the date of each grant.

The restricted common stock and restricted stock units granted generally vest quarterly over two years in equal installments and will become fully vested on the earlier occurrence of: (i) the termination of the independent director’s service as a director due to his or her death or disability; or (ii) a change in control of the Company. The restricted stock units are convertible, on a one-for-one basis, into shares of the Company’s common stock upon the earlier occurrence of: (i) the termination of the independent director’s service as a director; or (ii) a change in control of the Company.

The Company recognized equity-based compensation expense of $240,000, $226,250 and $206,917 for the years ended December 31, 2024, 2023 and 2022, respectively. Equity-based compensation expense is recorded in general and administrative expenses in the consolidated statements of operations.

Unrecognized expense related to unvested restricted stock units totaled $255,000 and $240,000 as of December 31, 2024 and December 31, 2023, respectively. Unvested restricted stock units totaled 94,201 and 77,741 as of December 31, 2024 and December 31, 2023, respectively.

8. Stockholders’ Equity

Common Stock

The Company stopped accepting subscriptions for its Offering on December 17, 2015 and all of the shares initially registered for its Offering were issued on or before January 19, 2016. The Company issued 173.4 million shares of common stock generating gross proceeds of $1.7 billion, excluding proceeds from the DRP.

Distribution Reinvestment Plan

The Company adopted the DRP through which common stockholders were able to elect to reinvest an amount equal to the distributions declared on their shares in additional shares of the Company’s common stock in lieu of receiving cash distributions. Since inception, the Company issued 25.7 million shares of common stock, generating gross offering proceeds of $232.6 million pursuant to the DRP. No selling commissions or dealer manager fees were paid on shares issued pursuant to the DRP. In April 2022, the Board elected to suspend the DRP, effective April 30, 2022.

Distributions

Effective February 1, 2019, the Board determined to stop the declaration and payment of regular recurring distributions in order to preserve capital and liquidity.

On April 20, 2022, the Board declared a special distribution of $0.50 per share for each stockholder of record on May 2, 2022 totaling approximately $97.0 million.

Share Repurchase Program

The Company adopted a share repurchase program that enabled stockholders to sell their shares to the Company in limited circumstances and could be amended, suspended, or terminated at any time. The Company previously funded repurchase requests with cash on hand, borrowings or other available capital. In April 2020, the Board determined to suspend all

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repurchases under the share repurchase program effective April 30, 2020 in order to preserve capital and liquidity and does not currently anticipate resuming the share repurchase program.

9. Non-controlling Interests

Operating Partnership

Non-controlling interests included the aggregate limited partnership interests in the Operating Partnership held by limited partners, other than the Company. Income (loss) attributable to the non-controlling interests was based on the limited partners’ ownership percentage of the Operating Partnership. The Company acquired limited partner interests in 2023 as part of the consideration for the sale of certain investments in unconsolidated ventures and, as a result, the Company’s limited partnership interest in the Operating Partnership, directly or indirectly, is 100%. Income (loss) allocated to the Operating Partnership non-controlling interests for the period prior to June 9, 2023 was de minimis.

Other

Other non-controlling interests represent third-party equity interests in ventures that are consolidated with the Company’s financial statements. Net loss attributable to the other non-controlling interests was $0.4 million, $3.4 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

10. Fair Value

Fair Value Measurement

The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1.Quoted prices for identical assets or liabilities in an active market.

Level 2.Financial assets and liabilities whose values are based on the following:

a.Quoted prices for similar assets or liabilities in active markets.

b.Quoted prices for identical or similar assets or liabilities in non-active markets.

c.Pricing models whose inputs are observable for substantially the full term of the asset or liability.

d.Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.

Level 3.Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement.

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Derivative Instruments

Derivative instruments consist of interest rate contracts and foreign exchange contracts that are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the-counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of its derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.

Fair Value Hierarchy

Financial assets recorded at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents financial assets that were accounted for at fair value on a recurring basis as of December 31, 2024 and 2023 by level within the fair value hierarchy (dollars in thousands):


	December 31, 2024						December 31, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Financial assets:
Derivative assets - interest rate caps	$	—	$	184	$	—	$	—	$	433	$	—
Investment in Espresso joint venture	—		—		$	740	—		—		142

Derivative Assets - Interest Rate Caps

The fair value of the Company’s interest rate caps are determined using models developed by the respective counterparty that use the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The floating interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

Investment in Espresso Joint Venture

During the year ended December 31, 2023, Espresso completed the sale of its remaining assets. The Company’s assessment of fair value for its investment in Espresso takes into consideration its proportionate share of available cash, less wind down costs and other expenses. During the year ended December 31, 2024, the Company recorded a change to the fair value of its investment in Espresso totaling $0.6 million as a result of lower than anticipated wind down costs, which increased the fair value of its investment to $0.7 million as of December 31, 2024.

The following table presents the change in fair value of the Company’s investment in Espresso using unobservable Level 3 inputs for the years presented (dollars in thousands):


	Year ended December 31,
	2024		2023
Beginning balance (1)	$	142	$	3,075
Cash distributions received	—		(2,933)
Mark-to-market adjustment	598		—
Ending balance	$	740	$	142

_______________________________________

(1)On June 30, 2023, the Company elected the fair value option method to account for its investment in Espresso and at the time of election, the Company impaired its investment in Espresso by $4.7 million, which reduced the carrying value of its investment to $3.1 million as of June 30, 2023.

Fair Value of Financial Instruments

U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities (dollars in thousands):


	December 31, 2024						December 31, 2023
	Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Financial liabilities:(1)
Mortgage notes payable, net	$	858,472	$	856,422	$	826,009	$	903,862	$	898,154	$	842,559

_______________________________________

(1)The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of the reporting date. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Mortgage Notes Payable

The Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury and SOFR rates as of the end of the reporting period. These fair value measurements are based on observable inputs and, as such, are classified as Level 2 of the fair value hierarchy.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or otherwise or write-down of asset values due to impairment.

The following table summarizes the fair value and impairment losses of Level 3 assets which have been measured at fair value on a nonrecurring basis at the time of impairment during the periods presented (dollars in thousands):


	Year Ended December 31,
	2024				2023				2022
	Fair Value		Impairment Losses(1)		Fair Value		Impairment Losses(1)		Fair Value		Impairment Losses(1)
Operating real estate, net	$	12,191	$	3,000	$	56,718	$	44,294	$	80,931	$	30,900
Investments in unconsolidated ventures	—		—		3,075		4,728		28,442		13,419
Assets held for sale	680		304		11,611		355		—		—

_______________________________________

(1)Excludes impairment losses for property damage sustained by facilities.

Operating Real Estate, Net

Operating real estate that is impaired is carried at fair value at the time of impairment. Impairment was driven by various factors that impacted undiscounted future net cash flows, including declines in operating performance, market growth assumptions and expected margins to be generated by the properties. Fair value of impaired operating real estate was estimated based upon various approaches including discounted cash flow analysis using terminal capitalization rates ranging from 6.25% to 8.50% and discount rates ranging from 7.75% to 10.50%, third party appraisals and offer prices.

Investments in Unconsolidated Ventures

In June 2023, the Company impaired its investment in the Espresso joint venture by $4.7 million, which reduced the carrying value of its investment to $3.1 million as of June 30, 2023. The Company’s assessment of fair value at the time of impairment for its investment took into consideration the net proceeds that are estimated to be realized from the sales, under contract, of the remaining real estate owned by the joint venture as well as the Company’s proportionate share of available cash, less wind down costs and other expenses. Upon impairing its investment, the Company elected the fair value option method to account for its investment in the Espresso joint venture on June 30, 2023.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets Held For Sale

Assets held for sale are carried at the lower of amortized cost or fair value. Assets held for sale that were written down to fair value were generally valued using either broker opinions of value, or a combination of market information, including third-party appraisals and indicative sale prices, adjusted as deemed appropriate by management to account for the inherent risk associated with specific properties. In all cases, the fair value of assets held for sale is reduced for estimated selling costs. The assets that required impairment at the time of reclassification to held for sale included two land parcels within the Rochester portfolio during the year ended December 31, 2024 and one operating real estate property within the Rochester portfolio during the year ended December 31, 2023.

11. Segment Reporting

With the sale of its ownership in Trilogy, the Company has now exited substantially all of its investments in unconsolidated ventures and as a result, as of December 31, 2024, the Company operates its business through two reportable segments: operating investments and net lease investments. As a result of this change, the segment information provided has been updated to conform to the current presentation for all prior periods presented. Within its operating investments segment, the Company owns seniors housing properties, including ILFs, ALFs and MCFs located throughout the United States and operated pursuant to management agreements. Within its net lease investments segment, the Company owns four ALFs located in New York. Non-segment revenue consists primarily of interest income earned on corporate cash and cash equivalents and non-segment assets consist of corporate cash and cash equivalents. The accounting policies for the segments are the same as those described in the summary of significant accounting policies. Refer to Note 2, “Summary of Significant Accounting Policies” for further discussion.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company. The Company evaluates performance of its segments based on consolidated net operating income (“NOI”), defined as property and other revenues, less property operating expenses, as presented on the consolidated statements of operations. NOI provides useful information to stockholders and provides management with a performance measure to compare the Company's operating results to the operating results of other healthcare real estate companies between periods on a consistent basis. The CODM uses NOI to make decisions about resource allocations, primarily during the annual budget and forecasting process, and to assess the property-level performance of the Company’s seniors housing properties.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present information for the reportable segments (in thousands):


Year Ended December 31, 2024	Operating Investments		Net Lease Investments		Non-Segment		Total
Resident fee income	$	49,846	$	—	$	—	$	49,846
Rental income	147,292		2,803		—		150,095
Other revenue(1)	199		—		6,521		6,720
Total property and other revenues	$	197,337	$	2,803	$	6,521	$	206,661
Less(2):
Salaries and wages	62,674		—		—		62,674
Utilities	12,288		—		—		12,288
Food and beverage	10,446		—		—		10,446
Repairs and maintenance	13,534		—		—		13,534
Real estate and business taxes	8,818		—		—		8,818
Property management fee	16,198		—		—		16,198
Marketing	4,994		—		—		4,994
Insurance	4,213		—		—		4,213
Other segment expenses(3)	4,594		—		—		4,594
Total property operating expenses	137,759		—		—		137,759
Net operating income	$	59,578	$	2,803	$	6,521	$	68,902
Less:
Interest expense							(50,819)
Transaction costs							(731)
General and administrative expenses							(12,434)
Depreciation and amortization							(35,993)
Impairment loss							(3,710)
Other income (expense), net							85
Gain (loss) on investments and other							129,845
Equity in earnings (losses) of unconsolidated ventures							2,537
Income tax expenses							(82)
Net income (loss)							$	97,600

Total capital expenditures	$	15,981	$	—	$	—	$	15,981

_______________________________________

(1)Primarily consists of interest income earned on corporate cash and cash equivalents.

(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3)Other segment expenses include property administration, bad debt, resident life, travel and entertainment and other property operating expenses.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Year Ended December 31, 2023	Operating Investments		Net Lease Investments		Non-Segment		Total
Resident fee income	$	47,591	$	—	$	—	$	47,591
Rental income	151,835		1,709		—		153,544
Other revenue(1)	—		—		3,843		3,843
Total property and other revenues	$	199,426	$	1,709	$	3,843	$	204,978
Less(2):
Salaries and wages	65,913		—		—		65,913
Utilities	12,274		—		—		12,274
Food and beverage	10,730		—		—		10,730
Repairs and maintenance	14,485		—		—		14,485
Real estate and business taxes	11,009		—		—		11,009
Property management fee	10,460		—		—		10,460
Marketing	5,528		—		—		5,528
Insurance	4,338		—		—		4,338
Other segment expenses(3)	5,875		—		—		5,875
Total property operating expenses	140,612		—		—		140,612
Net operating income	$	58,814	$	1,709	$	3,843	$	64,366
Less:
Interest expense							(50,028)
Transaction costs							(683)
General and administrative expenses							(13,817)
Depreciation and amortization							(38,511)
Impairment loss							(49,423)
Other income (expense, net							194
Gain (loss) on investments and other							(64,001)
Equity in earnings (losses) of unconsolidated ventures							(8,272)
Income tax expenses							(74)
Net income (loss)							$	(160,249)

Total capital expenditures	$	38,422	$	—	$	—	$	38,422

_______________________________________

(1)Primarily consists of interest income earned on corporate cash and cash equivalents.

(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3)Other segment expenses include property administration, bad debt, resident life, travel and entertainment and other property operating expenses.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Year Ended December 31, 2022	Operating Investments		Net Lease Investments		Non-Segment		Total
Resident fee income	$	44,274	$	—	$	—	$	44,274
Rental income	138,245		1,596		—		$	139,841
Other revenue(1)	—		—		1,021		$	1,021
Total property and other revenues	$	182,519	$	1,596	$	1,021	$	185,136
Less(2):
Salaries and wages	62,113		—		—		62,113
Utilities	12,144		—		—		12,144
Food and beverage	10,427		—		—		10,427
Repairs and maintenance	13,835		—		—		13,835
Real estate and business taxes	11,603		—		—		11,603
Property management fee	9,123		—		—		9,123
Marketing	5,575		—		—		5,575
Insurance	3,581		39		—		3,620
Other segment expenses(3)	9,138		—		—		9,138
Total property operating expenses	137,539		39		—		137,578
Net operating income	$	44,980	$	1,557	$	1,021	$	47,558
Less:
Interest expense							(43,278)
Transaction costs							(1,569)
Asset management fees - related party							(8,058)
General and administrative expenses							(13,938)
Depreciation and amortization							(38,587)
Impairment loss							(45,299)
Other income (expense, net							77
Gain (loss) on investments and other							1,029
Equity in earnings (losses) of unconsolidated ventures							47,625
Income tax expenses							(61)
Net income (loss)							$	(54,501)

Total capital expenditures	$	28,932	$	372	$	—	$	29,304

_______________________________________

(1)Primarily consists of interest income earned on corporate cash and cash equivalents.

(2)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(3)Other segment expenses include property administration, bad debt, resident life, travel and entertainment and other property operating expenses.

The following table presents total assets by segment (dollars in thousands):


	December 31,
	2024		2023
Assets:
Operating investments	$	756,188	$	787,925
Net lease investments	71,301		74,655
Non-segment	302,416		196,839
Total assets	$	1,129,905	$	1,059,419

12. Commitments and Contingencies

As of December 31, 2024, the Company believes there are no material unrecorded contingencies that would affect its results of operations, cash flows or financial position.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Litigation and Claims

The Company may be involved in various litigation matters arising in the ordinary course of its business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, any current legal proceedings are not expected to have a material adverse effect on its financial position or results of operations.

The Company’s managers may be involved in various litigation matters arising in the ordinary course of their business. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such managers’ or the Company’s liquidity, financial condition or results of operations, which, in turn, could have a material adverse effect on the Company.

The Company had accrued a reserve of $0.6 million, inclusive of legal fees, relating to a resolution of claims against a manager of one of the Company’s operating investments, for which the Company has indemnification obligations under the management agreement. During the year ended December 31, 2024, the claim was settled and paid for an amount that approximated the accrued reserve.

Environmental Matters

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

General Uninsured Losses

The Company obtains various types of insurance to mitigate the impact of professional liability, property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. Disruptions in insurance markets may increase the costs of coverage and result in the Company retaining more risk, to the extent it is more commercially reasonable to do so. In addition, there are also certain types of extraordinary losses, such as those due to acts of war or other events, that may be either uninsurable or not economically insurable.

Solstice Incentive Fees

On November 1, 2022, each of the management agreements with Solstice for the Winterfell portfolio properties were amended to include, among other things, a long-term incentive fee (the “Incentive Fee”) payable to Solstice if the Winterfell portfolio achieved certain performance goals related to growth in net operating income through 2025.

In the event that the aggregate net operating income generated by the Winterfell portfolio exceeds certain performance goals for the twelve months ending December 31, 2025, or an earlier date if the Winterfell portfolio is sold and Solstice is terminated as the manager, the Company may be required to pay to Solstice an amount equal to 5-20% of the aggregate net operating income for that period in excess of the performance target, calculated in accordance with the terms of the management agreements and subject to the terms and conditions set forth in the management agreements, payable on or before March 2026.

The Company determined that it is probable that the Incentive Fee will be payable based on performance achieved by the Winterfell portfolio during the year December 31, 2024, and, as a result, accrued an estimated reserve of $6.0 million as of December 31, 2024.

13. Subsequent Events

The following is a discussion of material events which have occurred subsequent to December 31, 2024 through the issuance of the consolidated financial statements.

Dispositions

In January 2025, the Company executed the sale of the four net lease properties within the Arbors portfolio for $81.0 million. The sale generated net proceeds of approximately $1.2 million, after the repayment of outstanding mortgage principal balance of $79.1 million and transaction costs. The property was classified as held for sale as of December 31, 2024.

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NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January 2025, the Company executed the sale of a property within the Rochester portfolio for $7.0 million. The sale generated net proceeds of approximately $6.6 million, after the payment of transaction costs. The property was classified as held for sale as of December 31, 2024.

Merger Agreement

On January 29, 2025, the Company entered into the Merger Agreement with Parent, Merger Sub and Guarantor, pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity. Under the terms of the Merger Agreement, upon the consummation of the Merger, the Company’s stockholders will have the right to receive $3.03 per share in cash, without interest and less any applicable withholding taxes. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board. The transaction is anticipated to close in the second quarter of 2025, although there can be no assurances as to when or if the closing will occur. Refer to “Note 1, Business and Organization” for additional information.

NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2024

(Dollars in Thousands)


			Initial Cost						Gross Amount Carried at Close of Period(2)
Location City, State	Encumbrances		Land		Building & Improvements		Capitalized Subsequent to Acquisition(1)		Land		Building & Improvements		Total		Accumulated Depreciation		Net Book Value		Date Acquired	Life on Which Depreciation is Computed
Milford, OH	$	18,014	$	1,160	$	14,440	$	5,300	$	1,160	$	19,740	$	20,900	$	6,489	$	14,411	Dec-13	40 years
Milford, OH	—		700		—		5,785		696		5,789		6,485		1,119		5,366		Jul-17	40 years
Frisco, TX(3)	26,000		3,100		35,874		6,558		3,100		42,432		45,532		12,680		32,852		Feb-14	40 years
Apple Valley, CA	19,215		1,168		24,625		(4,527)		1,168		20,098		21,266		6,578		14,688		Mar-16	40 years
Auburn, CA	21,708		1,694		18,438		3,700		1,694		22,138		23,832		6,550		17,282		Mar-16	40 years
Austin, TX	23,903		4,020		19,417		3,589		4,020		23,006		27,026		7,312		19,714		Mar-16	40 years
Bakersfield, CA	15,169		1,831		21,006		3,503		1,831		24,509		26,340		7,211		19,129		Mar-16	40 years
Bangor, ME	19345		2,463		23,205		3,604		2,463		26,809		29,272		7,148		22,124		Mar-16	40 years
Bellingham, WA	21,481		2,242		18,807		4,320		2,242		23,127		25,369		6,466		18,903		Mar-16	40 years
Clovis, CA	16,905		1,821		21,721		3,256		1,821		24,977		26,798		6,911		19,887		Mar-16	40 years
Columbia, MO	20,453		1,621		23,521		(4,295)		1,621		19,226		20,847		6,828		14,019		Mar-16	40 years
Corpus Christi, TX	16,760		2,263		20,142		(2,023)		2,263		18,119		20,382		6,313		14,069		Mar-16	40 years
East Amherst, NY	16,694		2,873		18,279		3,511		2,873		21,790		24,663		5,870		18,793		Mar-16	40 years
El Cajon, CA	18,911		2,357		14,733		2,717		2,357		17,450		19,807		5,122		14,685		Mar-16	40 years
El Paso, TX	11,001		1,610		14,103		3,066		1,610		17,169		18,779		5,056		13,723		Mar-16	40 years
Fairport, NY	14,887		1,452		19,427		3,483		1,452		22,910		24,362		6,006		18,356		Mar-16	40 years
Fenton, MO	22,122		2,410		22,216		3,240		2,410		25,456		27,866		7,032		20,834		Mar-16	40 years
Grand Junction, CO	17,558		2,525		26,446		3,900		2,525		30,346		32,871		7,965		24,906		Mar-16	40 years
Grand Junction, CO	8,996		1,147		12,523		2,883		1,147		15,406		16,553		4,249		12,304		Mar-16	40 years
Grapevine, TX	20,124		1,852		18,143		(7,667)		1,852		10,476		12,328		4,806		7,522		Mar-16	40 years
Groton, CT	15,855		3,673		21,879		(5,060)		3,673		16,819		20,492		6,676		13,816		Mar-16	40 years
Guilford, CT	21,893		6,725		27,488		(18,836)		6,725		8,652		15,377		5,894		9,483		Mar-16	40 years
Joliet, IL	13,436		1,473		23,427		(3,219)		1,473		20,208		21,681		6,103		15,578		Mar-16	40 years
Kennewick, WA	6,917		1,168		18,933		3,424		1,168		22,357		23,525		6,237		17,288		Mar-16	40 years
Las Cruces, NM	10,079		1,568		15,091		4,762		1,568		19,853		21,421		5,856		15,565		Mar-16	40 years
Lee’s Summit, MO	24,496		1,263		20,500		3,850		1,263		24,350		25,613		6,821		18,792		Mar-16	40 years
Lodi, CA	18,120		2,863		21,152		2,540		2,863		23,692		26,555		6,855		19,700		Mar-16	40 years
Normandy Park, WA	14,623		2,031		16,407		(1,397)		2,031		15,010		17,041		5,182		11,859		Mar-16	40 years
Palatine, IL	18,119		1,221		26,993		(9,585)		1,221		17,408		18,629		7,636		10,993		Mar-16	40 years
Plano, TX	14,497		2,200		14,860		(4,100)		2,200		10,760		12,960		4,915		8,045		Mar-16	40 years
Renton, WA	17,160		2,642		20,469		4,003		2,642		24,472		27,114		6,881		20,233		Mar-16	40 years
Sandy, UT	14,233		2,810		19,132		(3,622)		2,810		15,510		18,320		5,374		12,946		Mar-16	40 years
Santa Rosa, CA	25,178		5,409		26,183		3,536		5,409		29,719		35,128		8,517		26,611		Mar-16	40 years
Sun City West, AZ	23,134		2,684		29,056		(2,179)		2,684		26,877		29,561		8,733		20,828		Mar-16	40 years
Tacoma, WA	27,075		7,974		32,435		5,307		7,975		37,741		45,716		11,359		34,357		Mar-16	40 years
Frisco, TX(3)	—		1,130		—		12,664		1,130		12,664		13,794		3,096		10,698		Oct-16	40 years
Albany, OR	8,024		958		6,625		(3,179)		758		3,646		4,404		1,822		2,582		Feb-17	40 years
Port Townsend, WA	15,341		1,613		21,460		1,711		996		23,788		24,784		6,454		18,330		Feb-17	40 years
Roseburg, OR	11,351		699		11,589		1,378		459		13,207		13,666		3,560		10,106		Feb-17	40 years
Sandy, OR	12,946		1,611		16,697		1,704		1,233		18,779		20,012		4,780		15,232		Feb-17	40 years
Santa Barbara, CA	—		2,408		15,674		(2,344)		2,408		13,330		15,738		3,762		11,976		Feb-17	40 years
Wenatchee, WA	17,670		2,540		28,971		1,802		1,534		31,779		33,313		7,585		25,728		Feb-17	40 years
Subtotal	$	679,393	$	96,972	$	822,087	$	37,063	$	94,528	$	861,594	$	956,122	$	261,809	$	694,313
Held for Sale
Greece, NY	—		534		18,158		(13,035)		—		5,657		5,657		—		5,657		Aug-17	(4)
Bohemia, NY	21,099		4,258		27,805		(17,294)		—		14,769		14,769		—		14,769		Sep-14	(4)
Hauppauge, NY	12,801		2,086		18,495		(6,363)		—		14,218		14,218		—		14,218		Sep-14	(4)
Islandia, NY	31,456		8,437		37,198		(22,728)		—		22,907		22,907		—		22,907		Sep-14	(4)
Westbury, NY	13,937		2,506		19,163		(5,372)		—		16,297		16,297		—		16,297		Sep-14	(4)
Properties in Receivership	99,786		5,110		132,385		(137,495)		—		—		—		—		—		Aug-17	(5)
Total	$	858,472	$	119,903	$	1,075,291	$	(165,224)	$	94,528	$	935,442	$	1,029,970	$	261,809	$	768,161

______________________________________

(1) Negative amount represents impairment of operating real estate.

(2) The aggregate cost for federal income tax purposes, is approximately $1.3 billion.

(3) Both properties located in Frisco, Texas serve as collateral for a $26.0 million mortgage note payable.

NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2024

(Dollars in Thousands)

(4) Depreciation is not recorded on assets held for sale.

(5) The Rochester-Sub Portfolio was placed into a receivership in October 2023. Refer to Note 3, “Operating Real Estate” and Note 5, “Borrowings” for additional information.

The following table presents changes in the Company’s operating real estate portfolio for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):


	Year Ended December 31,
	2024		2023		2022
Balance at beginning of year	$	1,089,153	$	1,196,553	$	1,197,900
Dispositions	(39,840)		(88,100)		—
Improvements	16,676		39,246		30,531
Impairment	(3,710)		(44,695)		(31,878)
Subtotal	1,062,279		1,103,004		1,196,553
Classified as held for sale(1)	(106,157)		(13,851)		—
Balance at end of year(2)	$	956,122	$	1,089,153	$	1,196,553

_____________________________

(1)Amounts classified as held for sale during the year and remained as held for sale at the end of the year.

(2)The aggregate cost of the properties is approximately $298.0 million higher for federal income tax purposes as of December 31, 2024.

The following table presents changes in accumulated depreciation for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):


	Year Ended December 31,
	2024		2023		2022
Balance at beginning of year	$	267,883	$	263,551	$	225,301
Depreciation expense	35,684		38,174		38,250
Property dispositions	(9,449)		(31,602)		—
Subtotal	294,118		270,123		263,551
Classified as held for sale	(32,309)		(2,240)		—
Balance at end of year	$	261,809	$	267,883	$	263,551

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management established and maintains disclosure controls and procedures that are designed to ensure that material information relating to us and our subsidiaries required to be disclosed in reports that are filed or submitted under the Securities Exchange Act of 1934, as amended, or Exchange Act, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of December 31, 2024, management conducted an evaluation as required under Rules 13a-15(b) and 15d-15(b) under the Exchange Act, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management’s assessment of the effectiveness of our internal control system as of December 31, 2024 was based on the framework for effective internal control over financial reporting described in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, as of December 31, 2024, our system of internal control over financial reporting was effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Item 9B. Other Information

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

Set forth below is each director’s name and age as of the date of this report and biographical information.

Name

Age

Position

Committees

Kendall K. Young

Chief Executive Officer, President and Director

Jonathan A. Carnella

Independent Director

Audit (Chair)
Compensation

Gregory A. Samay

Independent Director

Audit

T. Andrew Smith

Non-Executive Chairman

Audit
Compensation (Chair)

Kendall K. Young. Kendall K. Young has been our Chief Executive Officer and President and one of our directors since October 2022. Mr. Young previously served as Executive Vice President and Head of Senior Housing for Healthpeak Properties (NYSE: PEAK) from 2010 through 2019, where he was responsible for the senior housing platform. Prior to that role, Mr. Young was the Global Head of Asset Management for real estate at Strategic Value Partners from 2007 to 2010, a Managing Director and Global Head of Asset Management in Merrill Lynch’s Global Principal Investing business from 2005 to 2007 and a Managing Director with GE Capital Real Estate from 1992 to 2005. Mr. Young holds a Bachelor of Arts degree in Business Administration from the University of Southern California and a Masters of Business Administration from the University of California Irvine.

Jonathan A. Carnella. Jonathan A. Carnella has been one of our independent directors and a member of our Audit Committee since April 2021, and its Chairman since June 2021. Mr. Carnella has been a member of our Compensation Committee since its formation in January 2023. Mr. Carnella has served as a member of the board of DCMS Holdings Inc. since 2013 and of Verve Equity Corporation from its formation in 2017. DCMS Holdings Inc. and Verve Equity Corporation are Canadian companies that comprise the business of Diversicare Canada, a group of privately-held entities that own and operate approximately 35 seniors housing residences in Canada under the Verve Senior Living brand. In addition, Mr. Carnella is a member of the Audit Committee for each company and serves as Chair of the Audit Committee of Verve Equity Corporation. From May 2013 through December 2020, Mr. Carnella served as President and Chief Executive Officer of Diversicare Canada. From 2011 to 2013, Mr. Carnella served as President, Chief Executive Officer and a Director of Royal Host Inc., a Toronto Stock Exchange listed hotel owning company. Prior to joining Royal Host, Mr. Carnella served as Executive Vice President and Chief Financial Officer of Fairmont Raffles Hotels International and prior to that he served as Senior Vice President and Treasurer of Host Hotels and Resorts. Mr. Carnella began his career as an investment banker with Lazard and later worked for NatWest Markets, the investment banking division of National Westminster Bank. Mr. Carnella holds an undergraduate degree from Cornell University and a Masters in Business Administration from The Wharton School, University of Pennsylvania.

Gregory A. Samay. Gregory A. Samay has been one of our independent directors and a member of our Audit Committee since June 2011, as well as a member of our Compensation Committee from its formation in January 2023 until April 10, 2023. He was also an independent trustee and member of the audit committee of NorthStar Real Estate Capital Income Master Fund and its feeder funds from March 2016 to October 2020. Mr. Samay served as Chief Investment Officer for the Fairfax County Retirement Systems consisting of three public pension systems with a combined $6 billion of assets from July 2013 (having previously served as an Investment Officer since July 2011) to July 2016. Mr. Samay served as Executive Director and Chief Investment Officer for Arlington County Employees’ Retirement System, a $1.3 billion public pension plan, from August 2005 to September 2010. Mr. Samay served as Assistant Treasurer for YUM! Brands, Inc. (NYSE: YUM), a quick service restaurant company, from 2003 to 2005. From 1998 to 2002, he served as Vice President and Treasurer of Charles E. Smith Residential Realty, Inc., a publicly-traded REIT that merged with Archstone Communities of Denver in 2001 to form Archstone-Smith Trust, a publicly-traded REIT until acquired by Tishman Speyer and Lehman Brothers Holdings Inc. in October 2007. Mr.

Samay served as Senior Manager, Capital Markets and Investments, for MCI Corporation from 1996 to 1998. From 1987 to 1996, he held various positions, progressing from Senior Financial Advisor-Corporate Treasury to Assistant Treasurer-Corporate Treasury, for COMSAT Corporation, a global telecommunications company. Mr. Samay holds a Bachelor of Science in Engineering from Pennsylvania State University and a Master of Business Administration from the Darden School of Business, University of Virginia.

T. Andrew Smith. T. Andrew Smith has been our Non-Executive Chairman since February 2022, and has been one of our independent directors and a member of our Audit Committee since December 2019. Mr. Smith has also served as the Chairman of our Compensation Committee since its formation in January 2023. From July 2021 to January 2025, Mr. Smith served as the Chief Executive Officer and a member of the board of directors of Vigilant Health Networks, Inc., an advanced primary care, population health management company that filed bankruptcy proceedings in January 2025. Mr. Smith served as the Chief Executive Officer of Brookdale Senior Living, Inc. (NYSE: BKD) from February 2013 until February 2018, as President from March 2016 until February 2018, and as a member of the board of directors from June 2014 until February 2018. From October 2006 to February 2013, Mr. Smith served as Brookdale’s Executive Vice President, General Counsel and Secretary. In addition to his role in managing the company’s legal affairs, Mr. Smith was responsible for the management and oversight of the company’s corporate development functions (including mergers and acquisitions, and expansion and development activity); corporate finance (including capital structure, debt and lease transactions and lender/lessor relations); strategic planning; and risk management. Prior to joining Brookdale, Mr. Smith served as a member of Bass, Berry & Sims PLC’s corporate and securities group and as chair of the firm's healthcare group. Mr. Smith previously served as a member of the board of directors of the Nashville Health Care Council, Argentum and the National Investment Center for the Seniors Housing & Care Industry (NIC), and as a member of the executive board of the American Seniors Housing Association (ASHA). Mr. Smith received his Bachelor of Arts from Vanderbilt University and his Juris Doctor from Southern Methodist University School of Law.

Corporate Governance

We are committed to good corporate governance practices and, as such, we have adopted a code of ethics, corporate governance guidelines and insider trading policy discussed below.

Code of Ethics

We have adopted a code of ethics for the purpose of promoting honest and ethical conduct of our business, full disclosure in our filings with the SEC, compliance with applicable laws, governmental rules and regulations, prompt internal reporting of violations of, and accountability for adherence to, our code of ethics. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer, Treasurer and other senior financial officers performing similar functions and our Board, collectively referred to as our covered persons. We intend to maintain high standards of honest and ethical business practices and compliance with all laws and regulations applicable to our business. Among the areas addressed by our code of ethics are conflicts of interest, including improper benefits, outside financial interests, business arrangements with us, outside employment or activities with competitors, charitable, government and other outside business activities, family members working in the industry, corporate opportunities, offering and receiving entertainment, gifts and gratuities, protection and proper use of our assets, maintaining our books and records, internal accounting controls, improper influence on audits, record retention, the protection of our confidential information, trademarks, copyrights and other intellectual property, insider trading, fair dealing and interacting with the government. Our code of ethics is available on our website at www.NorthStarHealthcareReit.com under the heading “Investor Relations—Corporate Governance” and is also available without charge to stockholders upon written request to: NorthStar Healthcare Income, Inc., 575 Lexington Avenue, 14th Floor, New York, New York 10022, Attn: Secretary. Within the time period required by the rules of the SEC, we will post on our website any amendment to, or waiver from, our code of ethics.

Corporate Governance Guidelines

We have adopted corporate governance guidelines to assist our Board in the exercise of its responsibilities. The corporate governance guidelines govern, among other things, Board composition, Board member qualifications, responsibilities and education, management succession and self-evaluation. A copy of our corporate governance guidelines may be found on our website at www.NorthStarHealthcareReit.com under the heading “Investor Relations—Corporate Governance” and is also available without charge to stockholders upon written request to: NorthStar Healthcare Income, Inc., 575 Lexington Avenue, 14th Floor, New York, New York 10022, Attn: Secretary.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our Audit Committee

Our Board has a separately designated standing Audit Committee and its primary function is to engage our independent registered public accounting firm and to assist our Board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established and the audit and financial reporting process.

Our Audit Committee acts under a written charter adopted by our Board that sets forth the committee’s responsibilities and duties, as well as requirements for the committee’s composition and meetings. Under the Audit Committee charter, our Audit Committee will always be comprised solely of independent directors. A copy of the Audit Committee charter is available on our website at www.NorthStarHealthcareReit.com under the heading “Investor Relations—Corporate Governance” and is also available without charge to stockholders upon written request to: NorthStar Healthcare Income, Inc., 575 Lexington Avenue, 14th Floor, New York, New York 10022, Attn: Secretary.

Our Board has determined that each member of our Audit Committee is independent within the meaning of the applicable SEC rules. Even though our shares are not listed on the NYSE, our Board has also determined that each independent member of our Board is independent under the NYSE rules. The members of our Audit Committee are Messrs. Carnella, Samay and Smith. Our Board has determined that Mr. Carnella, who chairs our Audit Committee, is an “audit committee financial expert,” as that term is defined by the SEC.

Our Compensation Committee

Our Board established a compensation committee, or the Compensation Committee, in January 2023 following the Internalization to oversee, among other things, the review and approval on an annual basis of corporate goals and objectives relevant to our Chief Executive Officer’s compensation and the evaluation of our Chief Executive Officer’s performance in light of such goals and objectives, the determination of compensation for our executive officers and directors, the implementation and administration of our equity compensation plans and preparation and submission of a report on executive compensation for inclusion in our proxy statement and/or annual report.

Our Compensation Committee acts under a written charter adopted by our Board that sets forth the committee’s responsibilities and duties, as well as requirements for the committee’s composition and meetings. Under the Compensation Committee charter, our Compensation Committee will always be comprised solely of independent directors. A copy of the Compensation Committee charter is available on our website at www.NorthStarHealthcareReit.com under the heading “Investor Relations—Corporate Governance” and is also available without charge to stockholders upon written request to: NorthStar Healthcare Income, Inc., 575 Lexington Avenue, 14th Floor, New York, New York 10022, Attn: Secretary.

Our Board has determined that each member of our Compensation Committee is independent and qualifies as a “non-employee” director within the meaning of the applicable SEC rules. Even though our shares are not listed on the NYSE, our Board has also determined that each independent member of our Compensation Committee is independent under the NYSE rules. The members of our Compensation Committee are Messrs. Carnella and Smith, with Mr. Smith acting as chairperson.

Executive Officers

Our executive officers are elected annually by our Board and serve at the discretion of our Board. Set forth below is information, as of the date of this report, regarding our executive officers.

Name

Age

Position

Kendall K. Young

Chief Executive Officer and President

Nicholas R. Balzo

Chief Financial Officer and Treasurer

Ann B. Harrington

General Counsel and Secretary

Set forth below is biographical information regarding each of our executive officers, other than Mr. Young, whose biographical information is provided above under “Board of Directors.”

Nicholas R. Balzo. Nicholas R. Balzo has been our Chief Financial Officer and Treasurer since October 2022. Mr. Balzo previously served as Chief Accounting Officer of the Former Sponsor from March 2022 until the Internalization and, from March 2021 to March 2022, Senior Vice President of DigitalBridge Group Inc. (formerly Colony Capital, Inc. and NorthStar Asset Management Group Inc.), the Former Sponsor’s predecessor, where Mr. Balzo was responsible for oversight of finance and accounting for the Company. Prior to this role, Mr. Balzo served in various accounting and finance roles at the Former Sponsor’s predecessor since joining in 2014. Before joining the Former Sponsor’s predecessor, Mr. Balzo was in the assurance practice of Baker Tilly US, LLP. Mr. Balzo, a Certified Public Accountant, earned a Bachelor of Science in Accounting and Master of Business Administration from St. John's University.

Ann B. Harrington. Ann B. Harrington has been our General Counsel and Secretary since October 2023. Ms. Harrington previously served as Managing Director, General Counsel and Secretary of NRF Holdco, LLC, the Company’s former sponsor, a position she held from March 2022 to September 2023. Prior to this role, Ms. Harrington was a Managing Director, Deputy General Counsel of the Company’s then sponsor, DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc. and NorthStar Asset Management Group Inc.), a position she held from March 2019 to February 2022, and previously served as Senior Vice President, Deputy General Counsel since January 2017 and as Senior Corporate Counsel from January 2015 to January 2017. During this period, Ms. Harrington also served as the Company’s General Counsel and Secretary, from May 2016, and Interim Chief Executive Officer and President, from August 2022, through the completion of the Internalization. Prior to joining NorthStar Asset Management Group Inc., Ms. Harrington served as an associate in the Corporate and Financial Services Group of Willkie Farr & Gallagher LLP from September 2008 through December 2014, where she advised public and private corporate clients with respect to capital markets transactions, mergers and acquisitions, securities laws compliance, corporate governance and other general corporate matters. Ms. Harrington holds a Bachelor of Arts from Princeton University and a Juris Doctor from The Ohio State University Moritz College of Law.

Item 11. Executive Compensation

Compensation Committee Interlocks and Insider Participation

There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

Director Compensation

Independent Directors

In 2022, our Board retained Semler Brossy Consulting Group, or Semler Brossy, a compensation consulting firm, to complete a competitive analysis of, and to provide a recommendation for, our independent director compensation program. On January 25, 2023, our Compensation Committee approved a revised NorthStar Healthcare Income, Inc. Independent Directors Compensation Plan, or the Independent Directors Plan. Based on the recommendations of Semler Brossy, our Board determined that, effective as of January 1, 2023, (i) each of our independent directors will continue to be paid an annual director’s fee of $115,000 pursuant to our Independent Directors Plan, (ii) the independent director who serves as our Audit Committee chairperson will continue to be paid an additional fee of $30,000 per year and each Audit Committee member will continue to be paid an additional annual fee of $15,000, (iii) the independent director who serves as our Compensation Committee chairperson will be paid an additional fee of $10,000 per year and each Compensation Committee member will be paid an additional annual fee of $7,500, (iv) the non-executive chairman will be paid an additional fee of $75,000 per year, (v) $85,000 in restricted stock units will be granted on an independent director’s re-election to our Board (subject to the vesting and conversion terms described below) and (vi) in the event a new independent director is appointed, the Board determined that we will continue to automatically grant to such person $65,000 in restricted stock units on the date such independent director is initially appointed or elected to our Board (subject to the vesting and conversion terms described below).

The actual number of restricted stock units that we grant is determined by dividing the fixed value by (i) prior to a listing of our shares on a national securities exchange, or a Listing, and during an offering, the offering price to the public, (ii) prior to a Listing and following an offering, the most recently disclosed net asset value, or NAV, or if a NAV has not been disclosed, the most recent offering price or (iii) following a Listing, the closing price of the shares on the date of grant. The restricted stock units will generally vest quarterly over two years; provided, however, that the restricted stock units will become fully vested on the earlier occurrence of: (i) the termination of the independent director’s service as a director due to his or her death or disability; or (ii) a change in our control. Unless forfeited prior to the applicable vesting date, the restricted stock units will be converted into shares of common stock, on a one-for-one basis, on the earlier of (i) a Change in Control (as defined in Section 409A of the Code of 1986, as amended, or the Code) or (ii) the date of the director’s “separation from service” (as defined in Section 409A of the Code). We reserve the right to modify the nature of the equity grant to our directors from restricted stock units to other forms of stock-based incentive awards, such as units in our operating partnership structured as profit interests, as well as the vesting terms and schedule.

Directors who are our officers, including our Chief Executive Officer and President, do not receive compensation as directors.

Director Compensation for 2024

The following table provides information concerning the compensation of our independent directors for 2024.


Name	Fees Earned or Paid in Cash(1)		Restricted Stock Unit Awards(2)		Total
Gregory A. Samay	$	130,000	$	85,000	$	215,000
Jonathan A. Carnella	152,500		85,000		237,500
T. Andrew Smith	215,000		85,000		300,000
Total	$	497,500	$	255,000	$	752,500

________________________

(1)Amounts include annual cash retainers.

(2)Reflects the grant date fair value of restricted stock units issued at a price equal to the estimated net asset value per share most recently published at the time of grant.

In addition, we reimbursed all directors for reasonable out-of-pocket expenses incurred in connection with their services on our Board in 2024.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis outlines the principles underlying our executive compensation policies and decisions as they relate to our named executive officers for the year ended December 31, 2024.


Name						Position
Kendall K. Young						Chief Executive Officer and President
Nicholas R. Balzo						Chief Financial Officer and Treasurer
Ann B. Harrington						General Counsel and Secretary

On October 21, 2022, the Company completed its Internalization. Prior to the Internalization, we had no employees and our day-to-day management functions were performed by our Former Advisor and related affiliates. Until the Internalization, our executive officers were employed by our Former Advisor or its affiliates and were compensated by our Former Advisor for their services to us. As a result, this Compensation Discussion and Analysis and the accompanying tables do not include any discussion of compensation prior to October 21, 2022.

In connection with the Internalization, the Special Committee of our Board, which evaluated and approved the Internalization, also made certain initial decisions regarding executive compensation matters. Following the Internalization, our Board formed the Compensation Committee.

2024 Performance Highlights

•Successfully Positioned the Company for a Liquidity Event. As described further below, the Company has successfully executed on a disciplined strategy to improve the performance of its portfolio and opportunistically pursue dispositions to create value and position NorthStar Healthcare for a liquidity event. We have monitored market conditions and transactional opportunities with the goal of providing liquidity to stockholders at the earliest opportunity without compromising on our goal of maximizing value. The recent merger agreement with affiliates of Welltower Inc. is the culmination of this strategy, delivering our stockholders a compelling, certain, cash value for their shares.

•Growth in Operating Income. Increased net operating income generated by our investments, adjusted for investments sold, by more than 17% compared to the prior year, resulting in over 71% cumulative growth over the past three years.

•Advanced Disposition Strategy. Pursued several strategic dispositions and related actions, successfully positioning the Company for a potential liquidity event:

◦Disposed of the Company’s interest in the Trilogy joint venture at an attractive valuation, generating net proceeds of approximately $254 million.

◦Disposed of, or entered into purchase and sale agreements for, several non-core assets, generating net proceeds to the Company of $23.3 million in the aggregate and resolving over $107.1 million in near-term debt maturities.

◦Completed a one-year extension to the each of the mortgage loans secured by the Winterfell portfolio, giving the Company additional flexibility to execute on its strategy.

◦As a result of all of these transactions, substantially all of the Company’s portfolio exists of directly-owned investments with no near-term debt maturities.

•Reduced G&A Expenses. Reduced corporate expenses by $1.4 million in 2024, continuing to improve upon the original target savings contemplated in connection with the Internalization.

Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following objectives:

•Attract, retain and reward experienced, highly-motivated executives who are capable of leading our Company in executing our corporate strategy.

•Link compensation earned to achievement of our short-term and long-term financial and strategic goals.

•Align the interests of management with those of our stockholders.

•Adhere to high standards of corporate governance.

Our Compensation Committee has designed our compensation program to attract, motivate and retain skilled and experienced executives, while aligning the compensation of these executives with our corporate objectives and the interests of our stockholders. Our Compensation Committee does not have a strict policy for allocating a specific portion of compensation to our named executive officers between cash and non-cash or short-term and long-term compensation. Instead, our Compensation Committee considers how each component promotes retention and/or motivates performance by the executive. Although our compensation program does not include equity awards, our Compensation Committee believes the design of our compensation program achieves alignment of interests with our stockholders and encourages the executive officers’ long-term commitment to our Company.

Pay-for-Performance Alignment

In structuring our compensation program, the Compensation Committee is focused on aligning our executive compensation program with performance. For example, our executive compensation program is weighted towards variable pay, consisting of long-term and short-term incentive awards, in order to reward strong performance and penalize poor performance. In particular:

•our annual incentive plan establishes objective corporate financial metrics for determining 70% of the annual cash bonus for executives; and

•our long-term incentive awards, with the performance component representing 75% of the target value, are based on amounts distributed to, or available to be distributed to, stockholders over the vesting period.

The following charts present the allocation of 2024 total pay among different components for our Chief Executive Officer individually and the weighted average of each component for our other named executive officers as a group:

_____________________________________

(1) Represents long-term incentive awards granted by the Company in 2023, which consist of a 25% time-based component and 75% performance-based component. See “—Long-Term Incentive Awards” below.

Determination of Compensation

Role of Compensation Committee

In connection with our Internalization, the Special Committee, which was comprised entirely of independent directors, determined the initial compensation of our named executive officers. After the Internalization, our Board formed our Compensation Committee, which is comprised entirely of independent directors and operates under a written charter. Our Compensation Committee is now responsible for determining compensation for all of our named executive officers, including evaluating compensation policies, approving target and actual compensation for executives and administering our equity incentive programs.

Role of Management

Our Chief Executive Officer, together with our management team, develops our strategy and business plan, which our executive compensation program is designed to support. In addition, our Chief Executive Officer plays an important role in setting the compensation for our other executive officers by assisting our Compensation Committee in evaluating individual goals and objectives and developing compensation recommendations for executive officers other than himself. Final decisions on the design of the compensation program, including total compensation, are ultimately made by our Compensation Committee.

Role of Compensation Consultant

Our Compensation Committee is authorized to retain the services of a compensation consultant to be used to assist in the review and establishment of our compensation programs and related policies. In 2022, our Special Committee retained Semler Brossy as its independent compensation consultant to advise it on executive officer and director compensation. Other than advising our Special Committee and, once formed, the Compensation Committee, Semler Brossy provides no other services to us. We have determined that Semler Brossy is independent and there was no conflict of interest between us and Semler Brossy in 2022. Our Compensation Committee did not engage a compensation consultant in 2023 or 2024.

Benchmarking and Peer Group Comparisons

Our Compensation Committee reviews compensation practices at peer companies to inform itself and aid it in its decision-making process so it can establish compensation programs that it believes are reasonably competitive. In 2022, Semler Brossy provided the Special Committee with comparative market data on the overall compensation program for our executive officers based on an analysis of peer companies. The peer group established by our Special Committee in 2022 consisted of participating REITs included in the 2021 NAREIT Compensation Survey with less than $1.5 billion of total capitalization. While certain REITs included in our total market capitalization range from the 2021 NAREIT Compensation Survey may not be direct competitors with us, our Special Committee believed that such peer group was reasonably representative of our market for

executive talent in the commercial real estate space and believed a broader peer group would better facilitate the design of the Company’s initial compensation program. The Compensation Committee reviewed this peer group in 2024 and did not make any changes for purposes of setting 2024 compensation.

However, while the peer group data assists the Compensation Committee in determining compensation, our Compensation Committee ultimately believes that each officer’s role and experience is unique and the ultimate decision should be based on an overall evaluation of corporate objectives and individual performance.

Results of 2024 Advisory Vote on Executive Compensation

At our 2024 annual meeting of stockholders, we asked our stockholders to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2023. Our stockholders showed support for our executive compensation program, with 80% of the votes cast approving the advisory resolution. The Compensation Committee did not make any changes to our company’s executive compensation program in response to the 2024 advisory vote on executive compensation.

Elements of Compensation

The material components of our 2024 executive compensation program are as follows:

•Base Salary - Fixed level of competitive base pay to attract and retain executive talent generally based on scope and complexity of role and responsibilities.

•Short-Term Incentive Program - Designed to reward executive officers for achievement of corporate and individual goals tied to the Company’s strategic objectives for the year.

•Long-Term Incentive Awards - One-time award to encourage retention and alignment with long-term performance, with 75% performance component based on amounts returned to, or available to be returned to, stockholders over the vesting period.

Annual Base Salary

Base salaries are designed to compensate our executive officers at a fixed level of compensation that is market competitive and commensurate with each executive’s skills, experience and contributions. In determining base salaries, our Compensation Committee considers a number of factors, including, among other factors, each executive officer’s role and responsibilities, qualifications and experience, past performance, unique skills, future potential with our Company, compensation paid for similar positions within our peer group (including other comparable companies, as applicable) and internal pay equity.

The base salaries for our named executive officers for 2024 and 2023 are set forth below.


Named Executive Officer	2023 Salary			2024 Salary(3)		Percentage Change
Kendall K. Young	$	480,000	(1)	$	495,000	3	%
Nicholas R. Balzo	$	325,000		$	350,000	8	%
Ann B. Harrington	$	360,000	(2)	$	372,000	3	%

_____________________________________

(1)Mr. Young’s base salary was increased from $425,000 to $480,000 effective July 1, 2023, following the Compensation Committee’s reassessment of Mr. Young’s base salary in June 2023 consistent with the terms of Mr. Young’s offer letter.

(2)Ms. Harrington was appointed as our General Counsel and Secretary effective October 1, 2023. The base salary in this table reflects Ms. Harrington’s annualized base salary at the time of her appointment.

(3)Increases to the base salary of each of the executive officers were effective as of March 1, 2024.

Our Compensation Committee expects to review base salaries annually to assess if adjustments are necessary.

Short-Term Incentive Program (Annual Cash Bonus)

The short-term incentive program consists of an annual cash bonus payment and is designed to incentivize our executive officers at a variable level of compensation based on performance of both our Company and each individual. The Compensation Committee considers corporate goals, objectives and performance in determining the annual bonus payment.

Each named executive officer’s 2024 annual cash bonus opportunity, shown as a percentage of 2024 base salary, and corporate and individual performance goal weighting is set forth below.


2024 Short-Term Incentive Program (Annual Cash Bonuses)
Named Executive Officer	Bonus Opportunity						Program Weightings
	Threshold		Target		Maximum		Corporate Performance		Individual Performance
Kendall K. Young	40	%	80	%	119	%	70	%	30	%
Nicholas R. Balzo	34	%	68	%	103	%	70	%	30	%
Ann B. Harrington	33	%	66	%	99	%	70	%	30	%

For 2024, the Compensation Committee selected two corporate financial metrics, which are collectively weighted 70%: (i) Adjusted NOI, with a 56% weighting and (ii) Adjusted G&A, with a 14% weighting. Refer to “—Non-GAAP Financial Measures” below for definitions and additional information. The Compensation Committee focused on Adjusted NOI because one of the Company’s primary objectives is to grow the operating income generated by the Company’s properties in order to enhance the overall value of the Company’s assets, and the Compensation Committee believes Adjusted NOI is the best metric to measure a property’s growth. In addition, the Compensation Committee selected Adjusted G&A as an additional metric to ensure that managing corporate expenses, which was one of the key benefits of the Internalization, remains a priority.

The following table sets forth the performance metrics and goals approved by our Compensation Committee to determine corporate performance in 2024:

Metric

Weighting

Performance Hurdles

Actual 2024 Performance

Target Met

Threshold
(50%)

Target
(100%)

Maximum
(150%)

Adjusted NOI

56%

$58.8 million

$65.3 - $65.7 million

$72.3 million

$70.1 million

133%

Adjusted G&A

14%

$13.1 million

$12.1 - $12.2 million

$11.3 million

149%

For 2024, the objective financial metric performance hurdles that our named executives officers were required to achieve were established in connection with the Company’s budgeted operations for 2024. In particular, the Adjusted NOI target reflected an approximately 23% increase in Adjusted NOI compared to 2023 (adjusted for investments sold), given the importance of net operating income growth at the Company’s properties in achieving the Company’s key strategic objectives. The results for the Adjusted NOI and Adjusted G&A targets exceed the target performance level set at the beginning of 2024 by 106.6% and 106.5%, respectively.

To determine individual performance, our Compensation Committee took into consideration the following key accomplishments for our named executive officers in 2024:


Mr. Young
Financial and Operating Performance			•Increased net operating income of our investments, adjusted for investments sold, by more than 17% compared to prior year, and more than 6% above budget. •Executed on key transactions to position the Company for a potential liquidity event, including: ◦Disposed of the Company’s interest in the Trilogy joint venture at an attractive valuation, generating net proceeds of approximately $254 million. ◦Disposed of, or entered into purchase and sale agreements to sell, several non-core assets, generating net proceeds to the Company of $23.3 million in the aggregate and resolving over $107.1 million in near-term debt maturities. ◦Completed a one-year extension to the each of the mortgage loans secured by the Winterfell portfolio, giving the Company additional flexibility to execute on its strategy. ◦As a result of all of these transactions, substantially all of the Company’s portfolio consists of directly-owned investments with no near-term debt maturities. •Maintained, along with CFO, strong liquidity position, ending 2024 with more than $312.1 million of available cash. •Achieved, together with CFO and General Counsel, corporate expense efficiencies, with G&A expense savings 6% ahead of budget.
Strategic Initiatives			•Developed strategy to pursue potential liquidity event, including: ◦evaluating potential liquidity events and related considerations; ◦established proposed timelines and process to execute on plan; ◦engaged advisors; and ◦actively monitored market conditions, market dynamics and portfolio characteristics to best position the Company. •Continued to build relationships with critical partners, including peers, operators and lenders, to advance the Company’s strategic objectives. •Together with CFO and General Counsel, improved engagement and communications with stockholders and financial advisors to provide greater clarity on the Company’s performance and strategic objectives.
Operations, Human Capital and Risk Management			•Achieved full retention of all employees and created additional staffing efficiencies. •Drove performance of individual employees through increased focus on specific goals and objectives.

Mr. Balzo
Financial and Operating Performance			•Maintained, along with CEO, strong liquidity position, ending 2024 with more than $312.1 million of available cash. •Achieved, together with CEO and General Counsel, corporate expense efficiencies, with G&A expense savings 6% ahead of budget. •Proactively managed cash, significantly increasing yield on cash balances while limiting risk.
Strategic Initiatives			•Continued to evaluate efficiencies and processes in second year of Company functioning independently. •Together with CEO and General Counsel, improved engagement and communications with stockholders and financial advisors to provide greater clarity on the Company’s performance and strategic objectives.
Operations, Human Capital and Risk Management			•Implemented various cost savings initiatives, including renegotiation with vendors and elimination of reliance on external resources. •Drove employee retention and development of finance team, including increased visibility and accountability.


Ms. Harrington
Financial and Operating Performance			•Executed on key transactions to position the Company for a potential liquidity event, including: ◦Disposed of the Company’s interest in the Trilogy joint venture at an attractive valuation, generating net proceeds of approximately $254 million. ◦Disposed of, or entered into purchase and sale agreements to sell, several non-core assets, generating net proceeds to the Company of $23.3 million in the aggregate and resolving over $107.1 million in near-term debt maturities. ◦Completed a one-year extension to the each of the mortgage loans secured by the Winterfell portfolio, giving the Company additional flexibility to execute on its strategy. ◦As a result of all of these transactions, substantially all of the Company’s portfolio consists of directly-owned investments with no near-term debt maturities. •Achieved, together with CEO and CFO, corporate expense efficiencies, with G&A expense savings 6% ahead of budget.
Strategic Initiatives			•Developed strategy to pursue potential liquidity event, including: ◦evaluating potential liquidity events and related considerations; ◦established proposed timelines and process to execute on plan; ◦engaged advisors; and ◦counseled the Board and senior executives on governance and disclosure matters throughout the process. •Together with CEO and CFO, improved engagement and communications with stockholders and financial advisors to provide greater clarity on the Company’s performance and strategic objectives.
Operations, Human Capital and Risk Management			•Drove significant cost savings and improved results, through active management of spending, as well as restructure of relationships and programs. •Reduced the Company’s exposure to risk by managing compliance with regulatory and SEC requirements.

The Compensation Committee determined that the payout percentage of target for the individual goals and objectives compensation was 150% for each of Mr. Young, Mr. Balzo and Ms. Harrington.

Based on its assessment of our corporate performance and each named executive officer’s individual performance as described above, our Compensation Committee approved bonuses for 2024 in the following amounts:


	2024 Cash Bonus
Named Executive Officer	Payout		Percentage of Target
Kendall K. Young	$	553,200	140	%
Nicholas R. Balzo	$	336,132	140	%
Ann B. Harrington	$	346,382	140	%

Long-Term Incentive Awards

Pursuant to the terms of each of their respective offer letters, each of our named executive officers received a one-time, long-term incentive award, or the LTIP Awards, to encourage retention and alignment with the long-term performance and strategic objectives of the Company. Subject to continued employment, the LTIP Awards will vest on December 31, 2025, with 25% vesting automatically on such date and 75% vesting on such date if and to the extent certain performance criteria is achieved, and will be paid in cash. The payout opportunity for the performance component of the LTIP Awards ranges from zero to 150% of the target value, depending upon the amounts distributed to stockholders, or available to be distributed to stockholders as determined by the Board in its sole discretion, over the vesting period.

If, prior to the vesting date, (a) any of Mr. Young, Mr. Balzo or Ms. Harrington’s employment is terminated because of his or her death or disability, by the Company without cause or by him or her for good reason, a pro rata portion of his or her respective award will vest (with the retentive portion of the award paid at the time of such termination and the performance portion of the award paid promptly following December 31, 2025 based on the achievement of the performance goal) or (b) a change of control occurs, the award will vest and be paid following the change of control based on the level of achievement of

the performance goal as of the change of control. If the Merger is consummated, it will constitute a change of control for purposes of the LTIP Awards. See “—Potential Payments on Termination or Change of Control” below for more information.

No LTIP Awards were granted in 2024. The outstanding LTIP Awards, which were approved by the Compensation Committee in 2023, for our named executive officers are as follows:


Named Executive Officer	Time-Based Award		Performance-Based Award		Total LTIP Award
Kendall K. Young	$	950,000	$	2,850,000	$	3,800,000
Nicholas R. Balzo	$	213,750	$	641,250	$	855,000
Ann B. Harrington	$	250,000	$	750,000	$	1,000,000

Other Benefits

The Company provides a comprehensive benefits program to executives, including our named executive officers, which mirrors the program offered to our other employees. These benefits include, among others things, a 401(k) plan with matching contributions from the Company equal to 100% of the first 3% of employee contributions plus 50% of the next 2% of employee contributions, and health and welfare benefits. In addition, the Company provides continuation of health benefits to its employees upon certain qualifying terminations. Our named executive officers participate on the same terms as other employees under these plans.

2025 Compensation Outlook

In February 2025, the Compensation Committee completed a thorough review of executive compensation. Based on this review:

•base salaries for Mr. Young, Mr. Balzo and Ms. Harrington were each increased by 3%;

•the short-term incentive opportunity continues to be based on the same percentage of base salary for each of the executive officers;

•consistent with 2024, 70% of the annual incentive awards will continue to be based on achievement of two corporate measures:

◦Adjusted NOI (56%);

◦Adjusted G&A (14%); and

•there are no additional grants of long-term incentive awards contemplated.

Employment Arrangements

On October 21, 2022, in connection with the Internalization, the Company entered into letter agreements with each of Mr. Young, or the Young Offer Letter, and Mr. Balzo, or the Balzo Offer Letter, as well as restrictive covenant agreements with each of Mr. Young and Mr. Balzo. On October 1, 2023, in connection with her appointment, the Company entered into a letter agreement, or the Harrington Offer Letter, and a restrictive covenant agreement with Ms. Harrington.

Young Offer Letter

Under the terms of the Young Offer Letter, Mr. Young’s base salary was set at $425,000, subject to annual review commencing in June 2023. Mr. Young is eligible for annual cash incentive compensation at 50% (threshold), 100% (target) and 150% (maximum) of 80% of his annual base salary, subject to annual review commencing in 2023.

Mr. Young also received an LTIP Award having a target value of $3,800,000 that, subject to his continued employment with the Company through December 31, 2025, will vest 25% on such date and the remaining 75% will vest on such date if and to the extent certain performance criteria is achieved.

The Young Offer Letter also contains provisions regarding payments to be made in certain termination scenarios. These provisions, and the provisions in our LTIP Awards regarding termination, are summarized under “—Potential Payments on Termination or Change of Control” below.

In addition, in June 2022, Mr. Young entered into a short-term consulting agreement with the Special Committee, pursuant to which Mr. Young was paid $25,000 per month until the Internalization to assist the Special Committee with its evaluation of the potential Internalization.

Balzo Offer Letter

Under the terms of the Balzo Offer Letter, Mr. Balzo’s base salary was set at $325,000. Mr. Balzo was initially eligible for annual cash incentive compensation at 50% (threshold), 100% (target) and 150% (maximum) of $225,000, subject to annual review commencing in 2023.

Mr. Balzo also received an LTIP Award having a target value of $855,000 that, subject to his continued employment with the Company through December 31, 2025, will vest 25% on such date and the remaining 75% will vest on such date if and to the extent certain performance criteria is achieved.

The Balzo Offer Letter also contains provisions regarding payments to be made in certain termination scenarios. These provisions, and the provisions in our LTIP Awards regarding termination, are summarized under “—Potential Payments on Termination or Change of Control” below.

In addition, Mr. Balzo received a retention award from an affiliate of the Former Advisor, which was assumed by the Company effective as of the Internalization, and provides that, subject to his continued service through June 30, 2023, he was to receive a cash bonus equal to 20% of his then-current base salary, payable within 30 days of such date.

Harrington Offer Letter

Under the terms of the Harrington Offer Letter, Ms. Harrington’s base salary was set at $360,000. Ms. Harrington was initially eligible for annual cash incentive compensation at 50% (threshold), 100% (target) and 150% (maximum) of $240,000, subject to annual review commencing in 2024. In addition, Ms. Harrington may be eligible for an additional discretionary bonus, as determined in the sole discretion of the Board, to the extent additional roles and responsibilities are assumed beyond those typically associated with the role as General Counsel and Secretary of the Company.

Ms. Harrington also received an LTIP Award having a target value of $1,000,000 that, subject to her continued employment with the Company through December 31, 2025, will vest 25% on such date and the remaining 75% will vest on such date if and to the extent certain performance criteria is achieved.

The Harrington Offer Letter also contains provisions regarding payments to be made in certain termination scenarios. These provisions, and the provisions in our LTIP Awards regarding termination, are summarized under “—Potential Payments on Termination or Change of Control” below.

Gross-Up Agreements

In connection with the Merger, concurrently with the execution of the Merger Agreement, the Company entered into gross-up agreements with each of Mr. Young and Ms. Harrington, which sets forth the manner in which it will be determined whether certain payments or benefits paid or to be paid to them in connection with the Merger would constitute a “parachute payment” under Section 280G of the Code and be subject to the excise tax pursuant to Section 4999 of the Code, and may entitle Mr. Young and Ms. Harrington to tax gross-up payments in connection with the Merger.

In addition, concurrently with the execution of the Merger Agreement in January 2025, the Company entered into a ”best-net cut-back agreement” with Mr. Balzo, which provides that, in the event that any payments or benefits paid or to be paid to Mr. Balzo in connection with the Merger would constitute a “parachute payment” under Section 280G of the Code and, but for the cut-back agreement, be subject to the excise tax pursuant to Section 4999 of the Code, then Mr. Balzo will be entitled to receive either the full payment or a lesser amount, whichever would result in Mr. Balzo receiving the greatest amount of payments and benefits on an after-tax basis, notwithstanding the excise tax.

The provisions of these agreements are summarized under “—Potential Payments on Termination or Change of Control” below.

Stock Ownership Policies

While our compensation program seeks to create alignment between our directors and named executive officers and our stockholders, our Board has not established any specific stock ownership policies for our directors and named executive officers.

Policy on Hedging and Margins

Our insider trading policy prohibits our directors, officers and employees from engaging in any transaction in our securities without pre-clearance, and the Company is under no obligation to approve any transactions. However, because our securities are not traded or otherwise listed on an exchange, we do not have a specific policy regarding any hedging or monetization transactions, nor do we prohibit short sales or utilization of margin accounts with respect to buying or selling our securities or derivative securities.

Non-GAAP Financial Measures

Adjusted NOI

The Company defines “Adjusted NOI” as (i) revenues, net of operating expenses, calculated in accordance with U.S. GAAP, of the Company’s direct operating investments owned during the year and as presented in the Company’s Annual Report on Form 10-K, plus (ii) revenues, net of operating expenses, calculated in accordance with U.S. GAAP of the operator of the Company’s direct net lease investments and set forth in the financial statements delivered to the Company in accordance with the terms of the applicable leases, adjusted to exclude any costs associated with material litigation, legal costs associated with any restructuring of leases or management agreements, non-cash expenses recognized related to accrual of certain long-term incentive fees that may become payable to property managers in accordance with the existing management agreement or revenue and expenses associated with investments disposed of in prior years. Adjustments are expected to be made to the targets based on assets sold or in the process of foreclosure during the year.

Adjusted G&A

The Company defines “Adjusted G&A” as general and administrative expenses, calculated in accordance with U.S. GAAP and as presented in the Company’s Form 10-K, adjusted to exclude legal costs associated with any restructuring of assets, loans or disposition and any potential liquidity event, litigation-related costs, expense recognition for the LTIP Awards and bonus payments in excess of target and all costs associated with the Company’s annual meeting of stockholders.

2024 SUMMARY COMPENSATION TABLE


Name and Principal Position	Year(1)	Salary ($)			Bonus ($)(4)			Non-Equity Incentive Plan Compensation ($)(6)		All Other Compensation ($)(7)			Total ($)
Kendall K. Young Chief Executive Officer and President	2024	$	492,500	(2)	$	—		$	553,200	$	15,144		$	1,060,844
	2023	$	452,500	(3)	$	—		$	543,000	$	14,544		$	1,010,044
	2022	$	82,102		$	135,000		$	—	$	113,700	(8)	$	330,802

Nicholas R. Balzo Chief Financial Officer and Treasurer	2024	$	345,833	(2)	$	—		$	336,132	$	14,802		$	696,767
	2023	$	325,000		$	55,000	(5)	$	337,500	$	14,202		$	731,702
	2022	$	62,784		$	175,000		$	—	$	—		$	237,784

Ann B. Harrington General Counsel and Secretary	2024	$	370,000	(2)	$	—		$	346,382	$	14,456		$	730,838
	2023	$	90,000		$	110,000		$	—	$	252		$	200,252
	2022	$	—		$	—		$	—	$	—		$	—

_____________________________________

(1)For periods prior to the Internalization, the Company did not have employees and no officers received compensation from the Company. For 2022, salary reflects the period of time such officer was employed and compensated by the Company from the Internalization, October 21, 2022, through December 31, 2022. Ms. Harrington was appointed as our General Counsel effective October 1, 2023, therefore her salary is prorated for 2023 and she did not receive any compensation in 2022.

(2)Increases to the base salary of each of the executive officers were effective as of March 1, 2024.

(3)Mr. Young’s base salary was increased from $425,000 to $480,000 effective July 1, 2023, following the Compensation Committee’s reassessment of Mr. Young’s base salary in June 2023 consistent with the terms of the Young Offer Letter.

(4)Due to the timing of the Internalization, Mr. Young’s 2022 bonus was based on the partial year of employment during 2022. Mr. Balzo’s bonus is based on a full year of employment in 2022, as the Company assumed any accrued bonus obligations for employees of the Former Advisor in connection with the Internalization. Due to the timing of her appointment on October 1, 2023, Ms. Harrington’s 2023 bonus was based on a partial year of employment during 2023. Each of Mr. Young and Mr. Balzo in 2022 and Ms. Harrington in 2023 had only individual objectives that were determined subjectively for their respective 2022 and 2023 short-term incentive compensation.

(5)Reflects a retention award Mr. Balzo received from an affiliate of the Former Advisor, which was assumed by the Company effective as of the Internalization, and provided that, subject to his continued service through June 30, 2023, he was to receive a cash bonus equal to 20% of his then-current base salary. Refer to “—Employment Arrangements” above.

(6)Represents amount paid under the short-term incentive program for the fiscal year ended December 31, 2024 and December 31, 2023, respectively (see “—Short-Term Incentive Program (Annual Cash Bonus)” above.

(7)Represents 401(k) matching contributions and premiums toward the cost of our standard life insurance and disability coverage.

(8)Prior to being employed by the Company, Mr. Young served as a consultant to the Special Committee from June 2022 to the Internalization. Refer to “—Employment Arrangements” above.

2024 GRANTS OF PLAN-BASED AWARDS

The following table provides additional information relating to grants of plan-based awards made to our named executive officers in 2024. No equity incentive plan awards or other stock awards were made during 2024.


Named Executive Officer	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
	Threshold ($)			Target ($)			Maximum ($)
Kendall K. Young	$	197,000	(1)	$	394,000	(1)	$	591,000	(1)
Nicholas R. Balzo	$	119,700	(1)	$	239,400	(1)	$	359,100	(1)
Ann B. Harrington	$	123,350	(1)	$	246,700	(1)	$	370,050	(1)

_____________________________________

(1)Represents short-term incentive program opportunities for each of the executive officers, which were approved by our Compensation Committee in February 2024 and paid in the last quarter of 2024 or first quarter of 2025 based on the achievement of certain performance goals. The actual amount awarded was based on the achievement of certain performance measures described under “—Short-Term Incentive Program (Annual Cash Bonus)” above. The amounts earned for such performance are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Potential Payments on Termination or Change of Control

Offer Letters

Pursuant to the terms of Young Offer Letter, Mr. Young will receive will receive severance if his employment is terminated by the Company without “cause” or by him for “good reason”, or due to his death or “disability” (all as defined in the Young Offer Letter), equal to continued payment of his annual base salary for twelve months following termination (if such termination occurs prior to December 31, 2024 only), and a prorated amount of the target annual cash incentive compensations if his employment is terminated by the Company without “cause” or by him for “good reason”, or due to his death or “disability” (all as defined in the Young Offer Letter). Mr. Young’s receipt of any termination benefits are conditioned upon execution and delivery to the Company of a waiver and release, and Mr. Young will be subject to non-solicitation restrictions for a period of one-year following termination, as well as certain confidentiality and nondisparagement restrictions.

Pursuant to the terms of each of the Balzo Offer Letter and Harrington Offer Letter, Mr. Balzo and Ms. Harrington will receive severance if his or her employment is terminated by the Company without “cause” or by him or her for “good reason” (each as defined in the Balzo Offer Letter and Harrington Offer Letter, respectively) equal to continued payment of his or her annual base salary for twelve months following termination, and a prorated amount of the target annual cash incentive compensation. Mr. Balzo and Ms. Harrington’s receipt of any severance benefits are conditioned upon execution and delivery to the Company of a waiver and release, and Mr. Balzo and Ms. Harrington will be subject to non-compete restrictions for six months following a termination for “cause” and non-solicitation restrictions for a one-year period following termination, as well as certain confidentiality and nondisparagement restrictions.

LTIP Awards

The LTIP Awards will vest in connection with a qualifying termination (death, disability, for good reason or without cause, each as defined in the LTIP Award), pro rata based on the period extending from the date of the Internalization through the date of the qualifying termination, with the retentive portion of the award paid at the qualifying termination and the performance portion of the award paid promptly following December 31, 2025 based on the achievement of the performance goal. The LTIP Awards will also vest in connection with a “change of control” (as defined in the LTIP Awards), with the retentive portion of the

award paid in full and the performance portion of the award based upon the Board’s determination of the achievement of the performance goal.

Gross-Up Agreements

In connection with the Merger, concurrently with the execution of the Merger Agreement in January 2025, the Company entered into gross-up agreements with each of Mr. Young and Ms. Harrington, which set forth the manner in which it will be determined whether certain payments or benefits paid or to be paid to them in connection with the Merger would constitute a “parachute payment” under Section 280G of the Code and be subject to the excise tax pursuant to Section 4999 of the Code, and pursuant to which each of Mr. Young and Ms. Harrington may be entitled to receive a tax gross-up payment in the event that any such payments or benefits paid to them are determined to be subject to the excise tax. The tax gross-up payments are intended to place each of Mr. Young and Ms. Harrington in the same after-tax position as if any such excise tax did not apply to them; provided, that the total tax gross-up payments to Mr. Young and Ms. Harrington cannot exceed $1,000,000 and $330,000, respectively.

In addition, concurrently with the execution of the Merger Agreement, the Company entered into a ”best-net cut-back agreement” with Mr. Balzo, which provides that, in the event that any payments or benefits paid or to be paid to Mr. Balzo in connection with the Merger would constitute a “parachute payment” under Section 280G of the Code and, but for the cut-back agreement, be subject to the excise tax pursuant to Section 4999 of the Code, then Mr. Balzo will be entitled to receive either the full payment or a lesser amount, whichever would result in Mr. Balzo receiving the greatest amount of payments and benefits on an after-tax basis, notwithstanding the excise tax.

The gross-up agreements and the cut-back agreement terminate upon the earliest of (1) the date on which the Merger Agreement is terminated, (2) the date on which all obligations under the applicable gross-up agreement or cut-back agreement have been satisfied and (3) March 31, 2027.

As a result, the gross-up agreements and the cut-back agreement only have effect in connection with the Merger and solely to the extent the Merger is consummated.

The amounts shown below are the amounts that would have been payable to the current named executive officers assuming the applicable termination had occurred on December 31, 2024.


Name	Payments / Benefits(1)	Termination without Cause or For Good Reason			Change of Control Without Termination			Change of Control With Termination			Death or Disability
Kendall K. Young	Severance Payment(2)	$	889,000		$	—		$	889,000		$	889,000
	LTIP Award Acceleration	$	2,611,482	(6)	$	3,800,000	(7)	$	3,800,000	(7)	$	2,611,482	(6)
	Health Benefits(5)	$	28,598		$	—		$	28,598		$	—
	Total	$	3,529,080		$	3,800,000		$	4,717,598		$	3,500,482
Nicholas R. Balzo	Severance Payment(3)	$	589,400		$	—		$	589,400		$	—
	LTIP Award Acceleration	$	587,584	(6)	$	855,000	(7)	$	855,000	(7)	$	587,584	(6)
	Health Benefits(5)	$	20,900		$	—		$	20,900		$	—
	Total	$	1,197,884		$	855,000		$	1,465,300		$	587,584
Ann B. Harrington	Severance Payment(4)	$	618,700		$	—		$	618,700		$	—
	LTIP Award Acceleration	$	687,232	(6)	$	1,000,000	(7)	$	1,000,000	(7)	$	687,232	(6)
	Health Benefits(5)	$	8,226		$	—		$	8,226		$	—
	Total	$	1,314,158		$	1,000,000		$	1,626,926		$	687,232

_____________________________________

(1)We omitted from this table payments (if any) under the gross-up agreements discussed in “—Employment Arrangements” above, as the gross-up agreements were entered into in January 2025 and only have effect in connection with the Merger, and not any other change of control transaction. Refer to the table below for potential payments in connection with the Merger.

(2)Represents the amounts Mr. Young would be entitled to under the Young Offer Letter discussed in “—Employment Arrangements” above, including (i) continued payment of annual base salary for twelve months following termination if terminated on or prior to December 31, 2024 and (ii) a prorated amount of the target annual cash incentive compensation. After December 31, 2024, Mr. Young is no longer entitled to continued payment of his annual base salary in connection with a qualifying termination.

(3)Represents the amounts Mr. Balzo would be entitled to under the Balzo Offer Letter discussed in “—Employment Arrangements” above, including (i) continued payment of annual base salary for twelve months following termination and (ii) a prorated amount of the target annual cash incentive compensation.

(4)Represents the amounts Ms. Harrington would be entitled to under the Harrington Offer Letter discussed in “—Employment Arrangements” above, including (i) continued payment of annual base salary for twelve months following termination and (ii) a prorated amount of the target annual cash incentive compensation.

(5)Assumes that each of the named executive officers receive continuation of health benefits for a period of six months following a qualifying termination, consistent with Company customary practice applicable to all employees generally.

(6)Represents the prorated amount of the LTIP Award based on the period from completion of the Internalization through December 31, 2024 and assuming the target performance goals are achieved.

(7)Assumes that the Board determines that the target performance goal was achieved in connection with the change of control.

Estimated Potential Payments in Connection with the Merger

The table below sets forth the amount of payments and benefits that each of the Company’s named executive officers would receive in connection with the Merger, assuming that the Merger were consummated and each such named executive officer experienced a qualifying termination on June 10, 2025. The amounts below are determined using the merger consideration per share of Company common stock of $3.03, and are based on multiple other assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.


Name	Cash(1) ($)		Perquisites /Benefits(2) ($)		Tax Reimbursement ($)		Total ($)
Kendall K. Young	$	5,404,914	$	28,598	$	645,709	$	6,079,221
Nicholas R. Balzo	$	1,644,891	$	20,900	$	—	$	1,665,791
Ann B. Harrington	$	1,870,243	$	8,226	$	—	$	1,878,469

_____________________________________

(1)The cash payments in this column consist of (a) for Mr. Balzo and Ms. Harrington, severance payments of their respective annual base salary for twelve months following termination, (b) for each of Mr. Young, Mr. Balzo and Ms. Harrington, a prorated amount of the respective target annual cash incentive compensation, in each case in accordance with their respective offer letters with the Company and only triggered to the extent a qualifying termination occurs (refer to “—Employment Arrangements” above), and (c) the amount due under the LTIP Awards equal to full amount of retentive portion of the LTIP Award and assumes, based on the merger consideration, the Board determines that a 150% payout on the performance goal has been achieved, which are accelerated in connection with the Merger (which constitutes a “change in control” under each of the LTIP Awards) and considered “single trigger” arrangements irrespective of whether a qualifying termination occurs (refer to “—LTIP Awards” above). Set forth below are the respective values of each payment.


					LTIP Award
Name	Severance Payment ($)		Prorated Bonus Payment ($)		Retentive Award ($)		Performance Award ($)
Kendall K. Young	$	—	$	178,797	$	950,000	$	4,275,000
Nicholas R. Balzo	$	360,500	$	108,091	$	213,750	$	961,875
Ann B. Harrington	$	383,160	$	111,387	$	250,000	$	1,125,000

(2)Assumes that each of the named executive officers receive continuation of health benefits for a period of six months following a qualifying termination, consistent with Company customary practice applicable to all employees generally.

(3)The amount represents the Company’s best estimate of the tax gross-up payment that Mr. Young may receive under his gross-up agreement based on reasonable assumptions and the information currently available to the Company. Due to the significant uncertainty associated with determining whether payments and benefits received by an executive might constitute excess parachute payments and in determining the extent of any excess parachute payments, the actual amount of tax gross-up payment that Mr. Young receives may differ from the amount set forth above if the assumptions used to calculate such amount change, including the closing date of the Merger. However, the total amount of tax gross-up payments that Mr. Young may receive pursuant to the terms of his gross-up agreement may not exceed $1 million (see “—Gross-Up Agreements” above).

(4)Mr. Balzo is not entitled to any tax gross-up payment under his best-net cut-back agreement (see “—Gross-Up Agreements” above).

(5)Based on reasonable assumptions and the information currently available to the Company, no tax gross-up payment is expected to be paid to Ms. Harrington in connection with the Merger. Due to the significant uncertainty associated with determining whether payments and benefits received by an executive might constitute excess parachute payments and in determining the extent of any excess parachute payment, Ms. Harrington may be entitled to receive a tax gross-up payment in the event that any payments or benefits paid to her are determined to be subject to the excise tax. However, the total amount of tax gross-up payment that Ms. Harrington may receive under her gross-up agreement may not exceed $330,000 (see “—Gross-Up Agreements” above).

PAY VERSUS PERFORMANCE(1)

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid,” or CAP, to our named executive officers and certain financial performance metrics.

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Year	Summary Compensation Table Total for PEO(2)		Compensation Actually Paid for PEO (2)(4)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3)		Average Compensation Actually Paid for Non-PEO Named Executive Officers(3)(4)		Net Income (Loss) (in thousands)		Adjusted NOI (in thousands)(5)
2024	$	1,060,844	$	1,060,844	$	713,802	$	713,802	$	97,600	$	70,061
2023	$	1,010,044	$	1,010,044	$	465,977	$	465,977	$	(160,249)	$	63,000
2022	$	330,802	$	330,802	$	237,784	$	237,784	$	(54,501)	N/A

_____________________________________

(1)Our shares are not listed on any national securities exchange; accordingly, we omitted from the table the columns pertaining to total stockholder return metrics.

(2)The principal executive officer, or the PEO, for 2024, 2023 and 2022 is Kendall K. Young.

(3)The non-PEO named executive officers for 2024 and 2023 were Nicholas R. Balzo and Ann B. Harrington. The non-PEO named executive officer for 2022 was Nicholas R. Balzo. Due to the timing of Ms. Harrington’s appointment on October 1, 2023, the compensation included in the Summary Compensation Table for Ms. Harrington in 2023 does reflect a full year of employment and her non-equity incentive award earned in 2023 was based on her individual performance rather than any company performance measures.

(4)We did not make any adjustments to the Summary Compensation Table total to calculate CAP because the Company did not grant any option or stock awards in 2024, 2023 or 2022, nor does the Company maintain a pension plan.

(5)As discussed above, the Compensation Committee selected Adjusted NOI as its selected performance measure, as it believes that Adjusted NOI is the best metric to measure the growth in net operating income at the Company’s properties, which is critical to the Company’s achievement of its strategic objectives. See “—Non-GAAP Financial Measures” and “—Short Term Incentive Program (Annual Bonus)” above for additional information regarding how Adjusted NOI is defined and used in our compensation structure. We omitted the “Company Selected Performance Measure” and the tabular list of financial performance measures for 2022. As discussed earlier in the Compensation Discussion and Analysis, we completed our internalization on October 21, 2022, and prior to such date, our named executive officers were compensated by our Former Advisor. In 2022, we did not use any financial performance measures to link executive compensation actually paid to company performance; instead, the non-equity annual incentive awards earned by our named executive officers for 2022 were based on each executive officer’s individual performance.

Description of Relationship between CAP and Company Performance

As discussed earlier in the Compensation Discussion and Analysis, we completed the Internalization on October 21, 2022 and, prior to such date, our named executive officers were compensated by our Former Advisor. CAP for 2022 therefore reflects only a partial year of employment for each of the named executive officers, and the non-equity annual incentive awards in 2022 were based on each executive officer’s individual performance rather than company financial performance measures. As a result, 2024 and 2023 CAP, and the related impact of company performance, are not comparable with 2022 CAP.

•Net Income (Loss). The Company’s net income, calculated in accordance with U.S. GAAP, was approximately $98 million in 2024, compared to a net loss of $160 million in 2023 and $55 million net loss in 2022. CAP to our PEO and the average of our other NEOs increased by approximately 5% and 53% from 2023 to 2024, respectively, due principally to a full year of employment for Ms. Harrington in 2024. CAP to our PEO and the average of our other NEOs increased by approximately and 205% and 96%, respectively, from 2022 to 2023 due principally to the full year of employment during 2023 for Mr. Young and Mr. Balzo. The Company does not use net income as a performance measure in evaluating executive compensation. Net income is determined using cost accounting for real estate assets which assumes that the value of the Company’s properties diminishes predictably over time. Historically, the value of the Company’s properties do not depreciate over time but are instead based on other market factors including current revenues and estimated future growth. For this reason, the Compensation Committee believes that net income is not the best performance measure for use in evaluating executive compensation.

•Adjusted NOI. Adjusted NOI represented a 56% weighting for our 2023 and 2024 short-term incentive program, which was applicable to our PEO and certain of our named executive officers. CAP for our PEO increased by approximately 5% from 2023 to 2024, and Adjusted NOI increased by more than 11%. Although the impact of the full year of employment on CAP in 2023 was primarily responsible for the increase in CAP as compared to 2022, $304,080, or approximately 30% of the CAP, for the PEO was based on achievement of growth in Adjusted NOI over 2023. Average CAP paid to our other NEOs increased by approximately 53% from 2023 to 2024, compared to the over 11% increase in Adjusted NOI over the same period, though the increase in average CAP was primarily due to the impact of full year of employment.

Key Financial Performance Metrics

The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the named executive officers for 2024. Please see the Compensation Discussion and Analysis above for a further description of the metrics used in our company’s executive compensation program.

•Adjusted NOI

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•Adjusted G&A

Risk Management

The Compensation Committee oversees all of our executive compensation policies and practices. In structuring our executive compensation program, the Compensation Committee is focused on enhancing the alignment of interest between our executive management and our stockholders. Our Compensation Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In its review, the Compensation Committee noted several design features of our compensation program that reduce the likelihood of excessive risk-taking, including the following:

•Balance of short-term and long-term incentives through annual cash bonuses and long-term incentive compensation;

•Substantial portion of total compensation is in the form of long-term incentive awards to align long-term interests and promote retention;

•Performance measures used for incentives are based on our business strategy and, taken together, balance risk; and

•Other policies, such as our recoupment policy, that further align executive and stockholder interests.

Based on its evaluation, the Compensation Committee has determined, in its reasonable business judgment, that our compensation practices and policies for all employees do not create risks that are reasonably likely to have a material adverse effect on our Company.

Compensation Recoupment Policy

The Board has adopted a Compensation Recoupment Policy that allows us to recapture amounts paid to our executive officers under certain circumstances. Under this policy, our Compensation Committee may require an executive officer to repay all or a portion of any excess cash or equity incentive compensation they received during the preceding three-year period if the incentive compensation was based on achieving certain financial results that were later required to be restated due to our material noncompliance with any financial reporting requirement.

Policy on Grant of Equity Awards

The Company does not grant option awards. Specifically, the Company only grants equity awards to independent directors immediately following their annual re-election to the Board.

Pay Ratio Disclosure

The ratio of our Chief Executive Officer’s annual total compensation for 2024 to that of the median employee’s annual total compensation for 2024 is 4.1 to 1. This ratio is based on the 2024 annual compensation of $1,060,844 for our Chief Executive Officer as of December 31, 2024, as reported in the Summary Compensation Table above and the 2024 annual total compensation of $260,500 for the median employee as of December 31, 2024. Our median employee was determined as of December 31, 2024 by selecting the employee, out of all of our employees who were employed on such date (other than the Chief Executive Officer), with the median 2024 annual total compensation (sum of base salary and annual cash bonus).

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee:

T. Andrew Smith, Chairman

Jonathan A. Carnella

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 1, 2025, the total number and the percentage of shares of our common stock beneficially owned by:

• each of our directors and each nominee for director;

• each of our executive officers; and

• all of our directors and executive officers as a group.

The following table also sets forth how many shares of our common stock are beneficially owned by each person known to us to be a beneficial owner of more than 5% of the outstanding shares of our common stock. The percentages of common stock beneficially owned are based on 185,712,103 shares of our common stock outstanding as of March 1, 2025.


	Amount and Nature of Beneficial Ownership(1)
Name and Address of Beneficial Owner	Number	Percentage
Directors and Executive Officers(2):
Kendall K. Young	—	—
Gregory A. Samay(3)	147,801	*
T. Andrew Smith(3)	113,296	*
Jonathan A. Carnella(4)	111,251	*
Ann B. Harrington	—	—
Nicholas R. Balzo	—	—
All directors and executive officers as a group (6 persons)	372,348	*
Greater than Five Percent Beneficial Owners:
Comrit Investments 1, Limited Partnership(5)	13,654,567	7.4%

________________________

* Less than one percent.

(1) Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares: (i) “voting power,” which includes the power to vote or to direct the voting of such security; or (ii) “investment power,” which includes the power to dispose of or direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest.

(2) The address of each of the directors and executive officers is 575 Lexington Avenue, 14th Floor, New York, New York 10022.

(3) Includes 70,792 shares of common stock issuable upon conversion of an equal number of vested restricted stock units and 23,749 shares of common stock issuable upon conversion of an equal number of unvested restricted stock units.

(4) Includes 87,502 shares of common stock issuable upon conversion of an equal number of vested restricted stock units and 23,749 shares of common stock issuable upon conversion of an equal number of unvested restricted stock units.

(5) Based solely on information provided in a Schedule 13G/A filed on February 11, 2025, Comrit Investment 1, Limited Partnership, Comrit Investments Ltd. and Ziv Sapir (collectively, “Comrit”) jointly have sole voting and dispositive power over 13,654,567 shares of our common stock and shared voting and dispositive power over 0 shares of our common stock. The address for Comrit, as reported by it in the Schedule 13G/A, is 9 Ahad Ha’am Street, Tel Aviv, Israel 6129101.

Equity Compensation Plan Information

The following table provides summary information on the securities issuable under our equity compensation plans as of December 31, 2024.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights

Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights

Number of Securities Remaining Available for Future Issuance

Equity Compensation Plans Approved by Stockholders(1)

—

1,539,734

Equity Compensation Plans Not Approved by Stockholders

N/A

Total

—

1,539,734

________________________

(1)We have adopted two equity compensation plans: the Long-Term Incentive Plan, and the Independent Directors Plan, which operates as a sub-plan of the Long-Term Incentive Plan. The maximum number of shares allowed to be issued under the Long-Term Incentive Plan (including the Independent Directors Plan), excluding the initial grant to the independent directors, is 5% of the outstanding shares of our common stock on the date of the grant.

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Item 13. Certain Relationships and Related Transactions and Director Independence

Director Independence

The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain specified criteria, our Board must conclude that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Although our shares are not listed on the NYSE or any other national securities exchange, our Board has affirmatively determined that all of the members of our Board, except Mr. Young, are independent under the NYSE rules.

In addition, we have determined that all of the members of our Board, except Mr. Young, are independent pursuant to the definition of independence in our charter, which is based on the definition included in the North American Securities Administrators Association, Inc.’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007. Our charter is available on our website at www.NorthStarHealthcareReit.com under the heading “Investor Relations—Corporate Governance” and is also available without charge to stockholders upon written request to: NorthStar Healthcare Income, Inc., 575 Lexington Avenue, 14th Floor, New York, New York 10022, Attn: Secretary.

Certain Relationships and Related Transactions

The following section describes all transactions and currently proposed transactions between us and any related person since January 1, 2024 and whether such related person had or will have a direct or indirect material interest. Our independent directors are specifically charged with and have examined the fairness of such transactions to our stockholders and have determined that all such transactions are fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

Internalization

On October 21, 2022, we entered into a termination agreement with our Former Advisor, which provided for the immediate termination of the advisory agreement. The termination agreement also provides for, among other things, the final settlement of any amounts owing under the advisory agreement, the transition of employees from the Former Advisor to the Company (including the Company’s assumption of certain related employee liabilities), the survival of certain indemnification and other obligations and certain amendments to joint venture agreements between affiliates of the Company and the Former Advisor. In addition, the Former Advisor agreed to cause any shares owned by the Former Advisor or its affiliates, so long as they collectively beneficially own at least 1% of the issued and outstanding shares of the Company, to be present at the Company’s 2023 Annual Meeting and to be voted in favor of the Board’s director nominees and consistent with the Board’s recommendation on the “say on pay” proposal. No payment was made by the Company to the Former Advisor in connection with the Internalization. In addition, the line of credit made available by our Former Sponsor was terminated at the time of the Internalization and no amounts were outstanding under the line of credit at that time.

In connection with the Internalization, on October 21, 2022, we also entered into a transition services agreement with the Former Advisor to facilitate an orderly transition of the Company’s management of its operations. The transition services agreement, as amended on March 22, 2023, provided for, among other things, the Former Advisor to provide certain services, including primarily technology and insurance, for a transition period of up to six months following the Internalization, with legal, treasury and accounts payable services to continue until either party terminated these services in accordance with the transition services agreement. We reimbursed the Former Advisor for costs to provide the services, including the allocated cost of employee wages and compensation and actually incurred out-of-pocket expenses. During the year ended December 31, 2023, we incurred $562,000 required to be reimbursed to the Former Advisor pursuant to the transition services agreement. All services were transitioned and the transition services agreement effectively terminated on December 31, 2023.

In October 2023, we entered into a reverse transition services agreement with the Former Advisor, pursuant to which we agreed to provide certain legal consulting services to the Former Advisor on an ad hoc basis for a fee. During the year ended December 31, 2024, we billed our Former Advisor $3,450 pursuant to this reverse transition services agreement.

Sale of Minority Interests

In June 2023, we sold our minority interests in the Healthcare GA Holdings, General Partnership and Eclipse Health, General Partnership to our Former Sponsor, who is affiliated with the majority partner of each joint venture, together with $1.1 million in cash, for all of the equity held by our Former Sponsor and its affiliates in the Company, including 9,709,553 shares of our common stock, 100 common units in our operating partnership and 100 special units in our operating partnership. Upon completion of the sale of these minority interests, we retired all of the common stock acquired.

104

The special units in our operating partnership are subordinated participation interests entitling the holder to receive distributions equal to 15% of our net cash flows, whether from continuing operations, the repayment of loans, the disposition of assets or otherwise, but only after our stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.75% cumulative, non-compounded annual pre-tax return on such invested capital. Although we acquired these special units in connection with the sale of the minority interests discussed above, we continue to have a contractual obligation to pay to our Former Sponsor distributions that accrue to the special units, if any. Through our Former Sponsor’s joint venture with James F. Flaherty III, our former Vice Chairman, Mr. Flaherty is entitled to receive one-third of the distributions received in respect of the special units. To date, we have not paid any distributions in respect of the special units pursuant to its subordinated participation interest, nor do we anticipate doing so in the future.

Policies Governing Related Person Transactions

In order to reduce or eliminate certain potential conflicts of interest, our charter contains restrictions and conflict resolution procedures relating to transactions we enter into with our Former Sponsor, our Former Advisor, our directors or their respective affiliates. The types of transactions covered by these policies include the compensation paid to our Former Advisor, decisions to renew our advisory agreement, acquisitions or leases of assets, mortgages and other types of loans and any other transaction in which our Former Sponsor, our Former Advisor or any of our directors have an interest, reimbursement of operating expenses in excess of the 2%/25% Guidelines, issuances of options and warrants to and repurchases of shares from our Former Advisor, Former Sponsor, directors or any of their affiliates. Under the restrictions, these transactions, if permitted, must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction.

In addition to the provisions in our charter restricting related party transactions, our Board has adopted the following conflicts of interest policy prohibiting us from entering into certain types of transactions with our directors or their affiliates in order to reduce the potential for conflicts inherent in transactions with affiliates. Pursuant to this policy, as required by our charter, we will not purchase investments from our directors or their affiliates without a determination by a majority of our Board (including a majority of our independent directors) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the investment to our directors or their affiliates or, if the price to us is in excess of such cost, that substantial justification for such excess exists and such excess is reasonable; provided that in no event shall the cost of such investment to us exceed its current appraised value. In addition, pursuant to our conflicts of interest policy, we will not borrow money from our directors or their affiliates unless a majority of our Board (including a majority of the independent directors) not otherwise interested in the transaction approve the transaction as being fair, competitive and commercially reasonable and no less favorable to us than loans between unaffiliated parties under the same circumstances. We will not loan money (except in the case of mortgages, which will be subject to the requirements of Section 9.4(c) of our charter) to our directors or any of their affiliates. Unless otherwise permitted in our charter, we will not engage in any other transaction with our directors or any of their affiliates unless a majority of our directors (including a majority of our independent directors) not otherwise interested in such transaction approve such transaction as fair and reasonable to us and on terms and conditions no less favorable to us than those available from unaffiliated third parties. We will not amend these policies unless a majority of our Board (including a majority of our independent directors) approves the amendment following a determination that the amendment is in the best interests of our stockholders.

Item 14. Principal Accountant Fees and Services

INDEPENDENT ACCOUNTANTS

Fees Paid to Independent Registered Public Accounting Firm

Aggregate fees for professional services billed to us by Grant Thornton for the years ended December 31, 2024 and 2023 were as follows:


	Years Ended December 31,
Type of Fee	2024		2023
Audit(1)	$	1,100,000	$	1,365,105
Audit‑related	—		—
Tax	—		—
Other	—		—
Total	$	1,100,000	$	1,365,105

________________________

(1) Amounts reflect fees for services related to the relevant year.

105

Fees for audit services for the years ended December 31, 2024 and 2023 include fees associated with the annual audits for such years, including the quarterly review of our Quarterly Reports on Form 10-Q for each of the three-month periods ended March 31, June 30 and September 30, 2024 and 2023, the examination of our Annual Report on Form 10-K for the fiscal years ended December 31, 2024 and 2023 and for other attest services, including issuance of consents and review of our registration statements and other documents filed by us with the SEC.

Audit Committee Pre-Approval Policy

In accordance with applicable laws and regulations, our Audit Committee reviews and pre-approves any audit and non-audit services to be performed by the Company’s independent registered public accounting firm to ensure that the work does not compromise its independence in performing audit services. The responsibility for pre-approval of audit and permitted non-audit services includes pre-approval of the fees for such services and the other terms of the engagement. Our Audit Committee annually reviews and pre-approves all audit, audit-related, tax and all other services that are performed by our independent registered public accounting firm. Our Audit Committee approved all of the services listed in the table above. In some cases our Audit Committee pre-approves the provision of a particular category or group of services for up to a year, subject to a specified budget. Our Audit Committee has also authorized the Chairman of our Audit Committee to pre-approve permissible services and related fees and the Chairman must report such pre-approval to the full Audit Committee at its next scheduled meeting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)1. Consolidated Financial Statements and (a)2. Financial Statement Schedules are included in Part II,

Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to the Consolidated Financial Statements

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2024

(a)3. Exhibits

A list of exhibits required to be filed or furnished as part of this Annual Report on Form 10-K is set forth in the Exhibit Index below.

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EXHIBIT INDEX


Exhibit Number						Description of Exhibit
3.1						Articles of Amendment and Restatement of NorthStar Healthcare Income, Inc. (filed as Exhibit 3.1 to Pre-Effective Amendment No. 7 to the Company’s Registration Statement on Form S-11 (File No. 333-170802) and incorporated herein by reference)
3.2						Certificate of Correction of the Articles of Amendment and Restatement of NorthStar Healthcare Income, Inc. (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)
3.3						Fourth Amended and Restated Bylaws of NorthStar Healthcare Income, Inc. (filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference)
4.1						Amended and Restated Distribution Reinvestment Plan (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 8, 2016 and incorporated herein by reference)
4.2						Description of Registrant ’s S ecurities
10.1						Amended and Restated Limited Partnership Agreement of NorthStar Healthcare Income Operating Partnership, LP (filed as Exhibit 10.3 to Pre-Effective Amendment No. 7 to the Company’s Registration Statement on Form S-11 (File No. 333-170802) and incorporated herein by reference)
10.2						First Amendment to Amended and Restated Limited Partnership Agreement of NorthStar Healthcare Income Operating Partnership, LP (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)
10.3						Second Amendment to Amended and Restated Limited Partnership Agreement of NorthStar Healthcare Income Operating Partnership, LP (filed as Exhibit 10.4 to Post-Effective Amendment No. 9 to the Company’s Registration Statement on Form S-11 (File No. 333-170802) and incorporated herein by reference)
10.4						NorthStar Healthcare Income, Inc. Amended and Restated Long Term Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on February 4, 2013 and incorporated herein by reference)
10.5						NorthStar Healthcare Income, Inc. Fifth Amended and Restated Independent Directors Compensation Plan (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference)
10.6						Form of Restricted Stock Award Certificate (filed as Exhibit 10.6 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11 (File No. 333-170802) and incorporated herein by reference)
10.7						Form of Restricted Stock Unit Award Certificate (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)
10.8						Form of Indemnification Agreement (filed as Exhibit 10.8 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11 (File No. 333-170802) and incorporated herein by reference)
10.9						First Amended and Restated Limited Liability Company Agreement of Trilogy REIT Holdings, LLC, dated as of September 11, 2015, by and between GACH3 Trilogy JV, LLC and Trilogy Holdings NT-HCI, LLC (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)
10.10^^						Termination Agreement, dated October 21, 2022, by and among NorthStar Healthcare Income, Inc., NorthStar Healthcare Operating Partnership, LP, CNI NSHC Advisors, LLC and NRF Holdco, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.11						Offer Letter, dated October 21, 2022, from NorthStar Healthcare Income, Inc. to Kendall Young (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.12						Restrictive Covenant Agreement, dated October 21, 2022, between NorthStar Healthcare Income, Inc. and Kendall Young (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.13						Offer Letter, dated October 21, 2022, from NorthStar Healthcare Income, Inc. to Nicholas Balzo (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.14						Restrictive Covenant Agreement, dated October 21, 2022, between NorthStar Healthcare Income, Inc. and Nicholas Balzo (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.15						Retention Award Letter, dated July 29, 2022, from NRF Holdco, LLC and NorthStar Healthcare Income, Inc. to Nicholas Balzo (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K on October 21, 2022 and incorporated herein by reference)
10.16						Form of Long-Term Incentive Award Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference)
10.17						Offer Letter, dated September 30, 2023, from NorthStar Healthcare Income, Inc. to Ann Harrington (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2023 and incorporated herein by reference)
10.18						Restrictive Covenant Agreement, dated October 1, 2023, between NorthStar Healthcare Income, Inc. and Ann B. Harrington (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 4, 2023 and incorporated herein by reference)
19*						Insider Trading Policy
21.1*						Significant Subsidiaries of the Registrant
24.1*						Power of Attorney (included on signature page hereto)
31.1*						Certification by the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification by the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification by the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification by the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97						Policy on Recovery of Erroneously Awarded Incentive-Based Compensation (filed as Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference)
101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________

* Filed herewith

** Furnished herewith

^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

^^ Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

Item 16. Form 10-K Summary

None.

107

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NorthStar Healthcare Income, Inc.

Date:

March 14, 2025

By:

/s/ KENDALL K. YOUNG

Name:

Kendall K. Young

Title:

Chief Executive Officer, President and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kendall K. Young and Nicholas R. Balzo and each of them severally, his true and lawful attorney-in-fact with power of substitution and re-substitution to sign in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ KENDALL K. YOUNG

Chief Executive Officer, President and Director

March 14, 2025

Kendall K. Young

(Principal Executive Officer)

Chief Financial Officer and Treasurer

/s/ NICHOLAS R. BALZO

(Principal Financial Officer and

March 14, 2025

Nicholas R. Balzo

Principal Accounting Officer)

/s/ T. ANDREW SMITH

Non-Executive Chairman

March 14, 2025

T. Andrew Smith

/s/ GREGORY A. SAMAY

Director

March 14, 2025

Gregory A. Samay

/s/ JONATHAN A. CARNELLA

Director

March 14, 2025

Jonathan A. Carnella

108