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Equity

3 Months Ended

Mar. 31, 2025

8.	Equity

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements.

As of March 31, 2025, we have the following consolidated VIEs (in thousands):


									Gross
Investment				Property					Consolidated			Non-Controlling
Year		Purpose		Type		State			Assets			Interests
2024		Own real estate		ILF/ALF/MC		NC/SC		$	122,460		$	58,010
2024		Own real estate		ALF/MC		NC			41,000			3,015
2023		Own real estate		ILF/ALF/MC		OH			54,812			9,134
2023		Own real estate		ALF/MC		NC			121,419			2,916
2022		Own real estate		SNF		FL			76,582			14,325
Total								$	416,273		$	87,400

(1)	Includes the total real estate investments and excludes intangible assets.

In 2018, we entered into a JV to develop, purchase and own seniors housing properties. The JV purchased land located in Oregon for the development of a 97-unit assisted living and memory care. Additionally, in a sale-leaseback transaction, the JV purchased an existing operational 89-unit independent living community adjacent to the 97-unit assisted living and memory care community. During the three months ended March 31, 2025, we acquired our JV partner’s non-controlling interest for $1,150,000 resulting in us controlling full ownership of these communities. As a result, these VIEs are not listed in the table above.

Common Stock. Through part of the fourth quarter of 2024, we had separate equity distribution agreements (collectively, the “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of our common stock. During the fourth quarter of 2024, we terminated our Original Equity Distribution Agreements and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.

During the three months ended March 31, 2024, we sold 139,100 shares of common stock for $4,453,000 in net proceeds under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $116,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the three months ended March 31, 2025, we sold 238,100 shares of common stock for $8,485,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $74,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2025, we had $381,745,000 available under the Equity Distribution Agreement. Subsequent to March 31, 2025, we sold 30,400 shares of common stock for $1,072,000 in net proceeds under our Equity Distribution Agreement. Accordingly, subsequent to March 31, 2025, we had $380,659,000 available under the Equity Distribution Agreement.

During the three months ended March 31, 2025 and 2024, we acquired 138,010 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us

with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.

Distributions. We declared and paid the following cash dividends (in thousands):


		Three Months Ended March 31,
		2025						2024
		Declared			Paid			Declared			Paid
Common Stock ⁽¹⁾		$	27,259	⁽²⁾	$	27,259	⁽²⁾	$	24,616		$	24,616

(1)	Represents $0.19 per share per month for the three months ended March 31, 2025 and 2024.

(2)	Includes $1,236 of distribution related to vesting of the performance-based stock units.

In April 2025, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2025, payable on April 30, May 30, and June 30, 2025, respectively, to stockholders of record on April 22, May 22, and June 20, 2024, respectively.

Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.

During the three months ended March 31, 2025 and 2024, no stock options were granted or exercised. During the three months ended March 31, 2024, 5,000 stock options expired and were cancelled. At March 31, 2025, we had no stock options outstanding and exercisable.

The following table summarizes our restricted stock activity for the three months ended March 31, 2025 and 2024:


		Three Months Ended March 31,
		Shares						Weighted Average Price
		2025			2024			2025			2024
Outstanding, January 1			301,209			258,620		$	33.18		$	36.43
Granted			113,790			159,536		$	34.88		$	30.72
Vested			(136,292)			(114,782)		$	34.18		$	30.94
Cancelled			—			—			n/a			n/a
Outstanding, March 31			278,707	⁽¹⁾		303,374		$	33.63		$	33.05

(1)	Subsequent to March 31, 2025, 13,362 shares of restricted stock vested in connection with an employee retirement. Additionally, subsequent to March 31, 2025, 5,626 shares of restricted stock were granted and will vest in three years.

During the three months ended March 31, 2025, 163,221 units of performance-based stock units vested. No performance-based stock units vested during the three months ended March 31, 2024. Subsequent to March 31, 2025, 19,694 performance-based stock units vested in connection with an employee retirement.

During the three months ended March 31, 2025 and 2024, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:


		No. of		Price per
Year		Shares/Units		Share			Reward Type		Vesting Period
2025		113,790		$	34.88		Restricted stock		ratably over 3 years
		52,666		$	34.88		Performance-based stock units		TSR targets ⁽¹⁾
		48,535		$	34.88		Performance-based stock units		TSR targets ⁽²⁾
		214,991	⁽³⁾

2024		159,536		$	30.72		Restricted stock		ratably over 3 years
		69,610		$	31.84		Performance-based stock units		TSR targets ⁽¹⁾
		62,914		$	31.84		Performance-based stock units		TSR targets ⁽²⁾
		292,060

(1)	Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years.

(2)	Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years.

(3)	Subsequent to March 31, 2025, 5,626 shares of restricted stock were granted and will vest in three years.

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2025 and 2024 were $2,253,000 and $2,202,000, respectively. Subsequent to March 31, 2025, we recognized $700,000 of compensation expense in connection with the accelerated vesting of restricted common stock and performance-based stock units in connection with an employee retirement. Additionally, subsequent to March 31, 2025, we granted 5,626 shares of restricted stock, which vests in three years. Accordingly, the remaining compensation expense, excluding the compensation expense related to the accelerated vesting, to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):


		Remaining
		Compensation
Vesting Date		Expense
April-December 2025		$	6,055
2026			5,658
2027			2,899
2028			322
Total		$	14,934