Dispositions, Real Property Held for Sale and Impairment

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, relationship or geography). We classify a real estate property as held for sale when (i) the disposal has been approved by those within the organization with the appropriate level of authority, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed within one year, (v) the property is being marketed at a reasonable price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. As part of this process, we also consider whether these disposal transactions constitute a strategic shift that has a major effect on our operations and financial results and represent a discontinued operation.

At March 31, 2026, 16 Seniors Housing Operating properties, two Triple-net properties and 21 Outpatient Medical properties, with an aggregate real estate balance of $749,426,000, were classified as held for sale. In addition to the real estate owned, right of use assets, net of $21,621,000, lease liabilities of $16,663,000, secured debt balances of $22,014,000, other assets of $11,260,000 and other liabilities of $39,160,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to these held for sale properties are approximately $1,040,789,000.

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized. Properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value. During the three months ended March 31, 2026, we recorded impairment charges of $4,826,000 related to one Seniors Housing Operating property, one Triple-net property and four Outpatient Medical properties. During the three months ended March 31, 2025, we recorded $52,402,000 of impairment charges related to six Seniors Housing Operating properties and four Triple-net properties.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income from continuing operations before income taxes and other items from properties sold or classified as held for sale as of March 31, 2026 of $27,562,000 and $42,845,000 for the same respective period in 2025.

Outpatient Medical Portfolio Disposition

On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2 billion. Net proceeds are expected to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a mandatorily redeemable preferred interest investment recorded as a real estate loan receivable at fair value, accompanied by a profits interest. The disposition has and will continue to occur in tranches expected to close through mid-2026, and some properties are subject to right of first refusals held by joint venture partners or ground lessors, which could result in separate sale transactions without mandatorily redeemable preferred equity investment or accompanying profits interest. The properties met the criteria to be classified as held for sale as of September 30, 2025 and we expect to recognize a gain on the sale of the total portfolio. We assessed this transaction and concluded that the disposal of Outpatient Medical properties does not constitute a strategic shift that has a major effect on our operations and financial results.

During the three months ended March 31, 2026, we disposed of 60 properties related to the definitive agreement, with an aggregate gain on real estate dispositions of $446,574,000. Total sales price related to these properties was $1,377,450,000, which included non-cash consideration of $113,395,000 representing the initial fair value of the mandatorily redeemable preferred interest investment retained. Through March 31, 2026, we have disposed of 301 properties related to the definitive agreement.

The following is a summary of our real property disposition activity for the periods presented (in thousands):


	Three Months Ended
	March 31, 2026		March 31, 2025
Real estate dispositions:(1)
Seniors Housing Operating	$	14,288	$	289,755
Triple-net(2)	518,326		181,940
Outpatient Medical	831,763		—
Total dispositions	1,364,377		471,695
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net(3)	445,824		51,777
Net other assets/(liabilities) disposed	21,070		(468)
Non-cash consideration(4)	(113,395)		(205,341)
Cash proceeds from real estate dispositions	$	1,717,876	$	317,663

(1) Dispositions occurring during the three months ended March 31, 2025 included the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. See disclosure below for further information.

(2) The three months ended March 31, 2026 excludes $77,274,000 of net real property derecognized related to six properties upon the reclassification from operating to sales-type leases (see Note 6 for additional details). During the three months ended March 31, 2025, includes $172,260,000 related to four properties previously classified as sales-type leases for which the underlying properties were sold and the sales-type leases terminated.

(3) The three months ended March 31, 2026 excludes the $25,424,000 loss recognized as a result of the reclassification of leases from operating to sales-type for six properties. The three months ended March 31, 2025 includes a $2,564,000 gain recognized for four properties previously classified as sales-type leases for which the underlying properties were sold.

(4) Non-cash consideration for the three months ended March 31, 2026 relates to the retained preferred interest for our Outpatient Medical portfolio disposition. Non-cash consideration for the three months ended March 31, 2025 includes the fair value of the equity method investment attributed to the 16 sold Chartwell properties, as well as the value of our contribution of six consolidated properties to our seniors housing investment fund (see Note 8 for further details).

Strategic Dissolution of Chartwell Joint Ventures

During the quarter ended March 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell’s interest in 23 properties and the sale of our interest in 16 properties to Chartwell.

We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.

In conjunction with the transaction, operations for the 23 now wholly owned properties, along with operations for two other existing wholly-owned properties, transitioned to Cogir Senior Living (“Cogir”).