SEC Form 10-Q filed by Community Healthcare Trust Incorporated
$CHCT
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | ||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED | ||||||||
OR | ||||||||
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: 001-37401
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(615 ) 771-3052
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 ☒ No ☐
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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ | ☒ | Emerging-growth company | Non-accelerated filer | ☐ | Smaller reporting 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 Section13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The Registrant had 28,571,793 shares of Common Stock, $0.01 par value per share, outstanding as of April 28, 2026.
1
COMMUNITY HEALTHCARE TRUST INCORPORATED
FORM 10-Q
MARCH 31, 2026
TABLE OF CONTENTS
Page | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars and shares in thousands, except per share amounts)
(Unaudited) | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
ASSETS | |||||||||||
Real estate properties | |||||||||||
Land and land improvements | $ | $ | |||||||||
Buildings, improvements, and lease intangibles | |||||||||||
Personal property | |||||||||||
Total real estate properties | |||||||||||
Less accumulated depreciation | ( | ( | |||||||||
Total real estate properties, net | |||||||||||
Cash and cash equivalents | |||||||||||
| Assets held for sale, net | |||||||||||
Other assets, net | |||||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Liabilities | |||||||||||
Debt, net | $ | $ | |||||||||
Accounts payable and accrued liabilities | |||||||||||
Other liabilities, net | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Additional paid-in capital | |||||||||||
Cumulative net income | |||||||||||
Accumulated other comprehensive income | |||||||||||
Cumulative dividends | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
3
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited; Dollars and shares in thousands, except per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
REVENUES | |||||||||||
Rental income | $ | $ | |||||||||
Other operating interest | |||||||||||
EXPENSES | |||||||||||
Property operating | |||||||||||
General and administrative | |||||||||||
Depreciation and amortization | |||||||||||
| OTHER (EXPENSE) INCOME | |||||||||||
| Loss on sale of real estate assets | ( | ||||||||||
Interest expense | ( | ( | |||||||||
Interest and other income, net | |||||||||||
| ( | ( | ||||||||||
| NET INCOME | $ | $ | |||||||||
| NET INCOME PER COMMON SHARE | |||||||||||
| Net income per common share - Basic | $ | $ | |||||||||
| Net income per common share - Diluted | $ | $ | |||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC | |||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-DILUTED | |||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited; Dollars in thousands)
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| NET INCOME | $ | $ | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Increase (decrease) in fair value of cash flow hedges | ( | ||||||||||||||||
Reclassification for amounts recognized as interest expense | ( | ( | |||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | $ | ( | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
5
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Unaudited; Dollars and shares in thousands, except per share amounts)
Preferred Stock | Common Stock | Additional Paid in Capital | Cumulative Net Income | Accumulated Other Comprehensive Income | Cumulative Dividends | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Issuance costs on stock-based compensation | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net of forfeitures | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld on vesting of stock-based compensation | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Increase in fair value of cash flow hedges | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Reclassification for amounts recognized as interest expense | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Dividends to common stockholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
6
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Unaudited; Dollars and shares in thousands, except per share amounts)
Preferred Stock | Common Stock | Additional Paid in Capital | Cumulative Net Income | Accumulated Other Comprehensive Income | Cumulative Dividends | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Issuance costs on stock-based compensation | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net of forfeitures | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld on vesting of stock-based compensation | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Decrease in fair value of cash flow hedges | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Reclassification for amounts recognized as interest expense | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Dividends to common stockholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
7
COMMUNITY HEALTHCARE TRUST INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Other amortization | |||||||||||
Stock-based compensation | |||||||||||
Straight-line rent receivable | ( | ( | |||||||||
| Loss on sale of real estate assets | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Other assets | ( | ||||||||||
Accounts payable and accrued liabilities | ( | ( | |||||||||
Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
INVESTING ACTIVITIES | |||||||||||
Acquisitions of real estate | ( | ||||||||||
| Financing transaction investment | ( | ||||||||||
Proceeds from sale of real estate | |||||||||||
Proceeds from the repayment of notes receivable | |||||||||||
Capital expenditures on existing real estate properties | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
FINANCING ACTIVITIES | |||||||||||
| Net borrowings on revolving credit facility | |||||||||||
Dividends paid | ( | ( | |||||||||
| Taxes paid on behalf of employees and shares withheld upon shares vesting | ( | ( | |||||||||
Equity issuance costs | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
Supplemental Cash Flow Information: | |||||||||||
Interest paid (net of capitalized interest) | $ | $ | |||||||||
Invoices accrued for construction, tenant improvement, and other capitalized costs | $ | $ | |||||||||
| Reclassification between other assets and proceeds from sale of real estate | $ | $ | |||||||||
Reclassification of registration statement costs to equity issuance costs | $ | $ | |||||||||
| Increase (decrease) in fair value of cash flow hedges | $ | $ | ( | ||||||||
Income taxes paid | $ | $ | |||||||||
| Capitalized interest | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
8
COMMUNITY HEALTHCARE TRUST INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Overview
Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers. As of March 31, 2026, the Company had gross investments of approximately $1.2 billion in 198 real estate properties (including one property, with sales-type leases, with a gross investment totaling approximately $8.1 million). The properties are located in 36 states, totaling approximately 4.5 million square feet in the aggregate, and are approximately 89.8 % leased, with a weighted average remaining lease term of approximately 7.2 years. Any references to square footage, property count, or occupancy percentages, and any amounts derived from these values in these notes to the Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm's review.
Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2026. All intercompany accounts and transactions have been eliminated.
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes, including among others, estimates related to impairment assessments, purchase price allocations, allowances for accounts and interest receivables, and valuation of financial instruments. Actual results may materially differ from those estimates.
Segment Reporting
The Company acquires and owns, or finances, healthcare-related real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers throughout the U.S. The Company operates and manages its business as one
Cash and Cash Equivalents
9
Notes to Condensed Consolidated Financial Statements - Continued
Accounting Pronouncements Not Yet Adopted
ASU 2024-03, Disaggregation of Income Statement Expenses, will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions. ASU 2024-03 aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement. Entities will be required to disaggregate, in a tabular format, expense captions presented on the face of the income statement, including but not limited to employee compensation, intangible asset amortization, and depreciation and amortization within a footnote to its Consolidated Financial Statements. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 though early adoption is permitted. While the adoption is not expected to have a material impact on our financial statements, it is expected to result in incremental disclosures within the footnotes to our Consolidated Financial Statements.
ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, provides clarity on the current interim reporting requirements and the applicability of ASC 270. The new guidance creates a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the last annual reporting period. Some examples that may require disclosure under this new principle include changes in (i) accounting principles or estimates, (ii) status of long-term contracts, (iii) capitalization, such as new borrowings or financing modifications, and (iv) reporting entity resulting from business combinations or disposals. The amendments are effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this standard may have on its interim Condensed Consolidated Financial Statements.
NOTE 2. REAL ESTATE INVESTMENTS
As of March 31, 2026, we had gross investments of approximately $1.2 billion in 198 real estate properties (including one property with sales-type leases with a gross investment totaling approximately $8.1 million). The Company's investments are diversified by property type, geographic location, and tenant as shown in the following tables:
| Property Type | # of Properties | Gross Investment (in thousands) | ||||||
| Medical Office Building | $ | |||||||
| Inpatient Rehabilitation Hospitals | ||||||||
| Acute Inpatient Behavioral | ||||||||
| Specialty Centers | ||||||||
| Physician Clinics | ||||||||
| Behavioral Specialty Facilities | ||||||||
| Surgical Centers and Hospitals | ||||||||
| Long-term Acute Care Hospitals | ||||||||
| Total | $ | |||||||
10
Notes to Condensed Consolidated Financial Statements - Continued
| State | # of Properties | Gross Investment (in thousands) | ||||||
| Florida | $ | |||||||
| Texas | ||||||||
| Illinois | ||||||||
| Ohio | ||||||||
| Pennsylvania | ||||||||
| All Others | ||||||||
| Total | $ | |||||||
| Primary Tenant | # of Properties | Gross Investment (in thousands) | ||||||
| US HealthVest | $ | |||||||
| Lifepoint Health | ||||||||
| PAM Health | ||||||||
| All Others (less than 4%) | ||||||||
| Total | $ | |||||||
NOTE 3. REAL ESTATE LEASES
Lessor Accounting
The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2046. The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include the reimbursement of taxes (including property taxes), insurance, maintenance and other operating costs associated with the leased property. Some leases also allow the lessee to renew or extend their lease term or in some cases terminate their lease, based on conditions provided in the lease.
Future minimum lease payments under the non-cancelable operating leases due to the Company for the years ending December 31, as of March 31, 2026, are as follows (in thousands):
| 2026 (nine months ending December 31) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| $ | |||||
Rental income is recognized as earned over the life of the lease agreement on a straight-line basis when collection of rental payments over the term of the lease is probable. Straight-line rent increased rental income by approximately $0.8 million and $0.6 million, respectively, for the three months ended March 31, 2026 and 2025.
Purchase Option Provisions
Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase.
At March 31, 2026, the Company had an aggregate gross investment of approximately $42.0 million in 13 real estate properties with purchase options exercisable at March 31, 2026 that had not been exercised.
11
Notes to Condensed Consolidated Financial Statements - Continued
Sales-type Leases
The Company has one property with two sales-type leases with a net investment totaling approximately $7.8 million included in other assets, net on the Company's Condensed Consolidated Balance Sheets. Future lease payments due to the Company under these leases for the years ending December 31, as of March 31, 2026, are as follows (in thousands):
| 2026 (nine months ending December 31) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total undiscounted lease receivable | |||||
| Discount | ( | ||||
| Lease receivable | $ | ||||
The Company recognized interest income of approximately $0.2 million and $0.1 million, respectively, during the three months ended March 31, 2026 and 2025, which is included in other operating interest on the Company's Condensed Consolidated Statements of Income.
Lessee Accounting
At March 31, 2026, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates, including renewal options, through 2076, and two non-prepaid ground leases accounted for as finance leases with expiration dates, including renewal options, through 2109. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index. The Company's future lease payments under these non-prepaid ground leases were as follows (in thousands):
| Operating | Financing | |||||||
| 2026 (nine months ending December 31) | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 and thereafter | ||||||||
| Total undiscounted lease payments | ||||||||
| Discount | ( | ( | ||||||
| Lease liabilities | $ | $ | ||||||
The following table discloses other information regarding the ground leases.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating leases: | ||||||||
| Weighted-average remaining lease term in years (including renewal options) | ||||||||
| Weighted-average discount rate | % | % | ||||||
| Financing leases: | ||||||||
| Weighted-average remaining lease term in years (including renewal options) | ||||||||
| Weighted-average discount rate | % | % | ||||||
12
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 4. REAL ESTATE ACQUISITION, DISPOSITION, AND ASSET HELD FOR SALE
Acquisition
During the first quarter of 2026, the Company acquired one real estate property as detailed in the table below. The property is 100 % leased to a tenant with a lease expiration in 2044. Amounts reflected in revenues and net income for the property for the three months ended March 31, 2026 were approximately $0.4 million and $0.3 million, respectively, and transaction costs totaling approximately $19.2 thousand were capitalized relating to the property acquisition.
The following table summarizes our property acquisitions for the three months ended March 31, 2026:
| Location | Property Type (1) | Number of Properties | Date Acquired | Purchase Price | Cash Consideration | Real Estate | Other (2) | Square Footage | ||||||||||||||||||
| (000's) | (000's) | (000's) | (000's) | |||||||||||||||||||||||
| Pinellas Park, FL | IRF | 1 | 2/19/2026 | $ | $ | $ | $ | ( | ||||||||||||||||||
| $ | $ | $ | $ | ( | ||||||||||||||||||||||
(1) IRF - Inpatient Rehabilitation Facility | ||||||||||||||||||||||||||
(2) May include items including, but not limited to, other assets, liabilities assumed, and security deposits. | ||||||||||||||||||||||||||
The following table summarizes the relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the three months ended March 31, 2026:
| Estimated Fair Value | Weighted Average Useful Life | |||||||
| (In thousands) | (In years) | |||||||
| Land and land improvements | ||||||||
| Buildings and building improvements | ||||||||
| Accounts payable, accrued liabilities and other liabilities acquired | ( | |||||||
| Total cash consideration | $ | |||||||
Asset Disposition and Asset Held for Sale
During the first quarter of 2026, the Company sold a property, received net proceeds of approximately $5.2 million, and recorded an immaterial loss on sale. The property was classified as held for sale at December 31, 2025. During the first quarter of 2026, the Company also received net cash proceeds of approximately $0.7 million for a property disposed of during the fourth quarter of 2025.
The following table includes the asset held for sale at December 31, 2025. The Company had no assets held for sale at March 31, 2026.
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Balance Sheet data: | |||||||||||
| Land | $ | $ | |||||||||
| Building, improvements, and lease intangibles | |||||||||||
| Accumulated depreciation | ( | ||||||||||
| Asset held for sale, net | $ | $ | |||||||||
13
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 5. DEBT, NET
The table below details the Company's debt as of March 31, 2026 and December 31, 2025.
| Balance as of | |||||||||||
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 | Maturity Dates | ||||||||
| Credit Facility: | |||||||||||
| Revolving Credit Facility | $ | $ | 10/29 | ||||||||
| A-4 Term Loan, net | 3/28 | ||||||||||
| A-5 Term Loan, net | 3/30 | ||||||||||
| $ | $ | ||||||||||
Credit Facility
The Company's third amended and restated credit agreement, as amended on October 16, 2024 (the "Credit Facility") is by and among Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party thereto as lenders, and Truist Bank, as administrative agent. The Credit Facility provides for a $400.0 million revolving credit facility (the "Revolving Credit Facility") and $275.0 million in term loans (the "Term Loans"). The Revolving Credit Facility matures on October 16, 2029. The Term Loans include a term loan facility in the aggregate principal amount of $125.0 million (the "A-4 Term Loan"), which matures on March 19, 2028, and a term loan facility in the aggregate principal amount of $150.0 million (the "A-5 Term Loan"), which matures on March 14, 2030. Loans under the Credit Facility are interest only with principal amounts due as of each facility's applicable maturity date. The Company's material subsidiaries are guarantors of the obligations under the Credit Facility.
Amounts outstanding under the Revolving Credit Facility bear interest at a floating rate based on the Company's option, on either: (i) adjusted term SOFR or adjusted daily simple SOFR plus 1.15 % to 1.75 %, plus a simple SOFR adjustment equal to 0.10 % per annum, or (ii) a base rate plus 0.15 % to 0.75 % in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.20 % of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3 % of the borrowing capacity under the Revolving Credit Facility and 0.25 % of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3 % of the borrowing capacity under the Revolving Credit Facility. At March 31, 2026, the Company had $285.0 million outstanding under the Revolving Credit Facility with a borrowing capacity remaining of $115.0 million and a floating rate of approximately 5.3 %.
Amounts outstanding under the Term Loans will bear interest at a floating rate that is based, at the Company's option, on either (i) adjusted term SOFR or adjusted daily SOFR plus 1.65 % to 2.30 %, plus a simple SOFR adjustment equal to 0.10 % per annum, or (ii) a base rate plus 0.65 % to 1.30 %, in each case, depending upon the Company’s leverage ratio.
The Company has entered into interest rate swaps to fix the interest rates on the Term Loans. At March 31, 2026, the Company had fixed the $275.0 million outstanding under the Term Loans, which had an aggregate fixed weighted average interest rate under the swaps of approximately 4.7 %. On March 29, 2026, the swaps that had previously fixed $75.0 million of the Revolving Credit Facility matured. The fixed rate of those matured swaps was 3.8 %. See Note 6 – Derivative Financial Instruments for more details on the interest rate swaps.
14
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
As of March 31, 2026, the Company had twelve outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling $275.0 million, which mature between 2028 and 2030. Three previously outstanding interest rate swaps for notional amounts totaling $75.0 million matured on March 29, 2026. See Note 5 – Debt, net.
Tabular Disclosure of Fair Value of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.
| Asset Derivatives Fair Value at | Liability Derivatives Fair Value at | ||||||||||||||||||||||
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 | Balance Sheet Classification | March 31, 2026 | December 31, 2025 | Balance Sheet Classification | |||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income ("AOCI") and are subsequently reclassified to interest expense in the period that the hedged forecasted transaction affects earnings.
Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Credit Facility. During the next twelve months, the Company estimates that an additional $3.6 million will be reclassified from AOCI as a decrease to interest expense on the Term Loans.
15
Notes to Condensed Consolidated Financial Statements - Continued
Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | ||||||||
| (Dollars in thousands) | 2026 | 2025 | ||||||
| Amount of unrealized gain (loss) recognized in OCI on derivative | $ | $ | ( | |||||
| Amount of gain reclassified from AOCI into interest expense | $ | ( | $ | ( | ||||
Total interest expense presented in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded | $ | $ | ||||||
Tabular Disclosures of Offsetting Derivatives
The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025 the Company did not have any derivatives in a liability position, therefore we do not present offsetting of derivative liabilities to be reconciled to the tabular disclosure of fair value.
Offsetting of Derivative Assets (as of March 31, 2026) | ||||||||||||||||||||
| Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||
| (In thousands) | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Condensed Consolidated Balance Sheet | Net Amounts of Assets in the Condensed Consolidated Balance Sheets | Financial Instruments | Cash Collateral Received | Net Amount | ||||||||||||||
| Derivatives | $ | $ | $ | $ | $ | $ | ||||||||||||||
Offsetting of Derivative Assets (as of December 31, 2025) | ||||||||||||||||||||
| Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||
| (In thousands) | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Condensed Consolidated Balance Sheet | Net Amounts of Assets in the Condensed Consolidated Balance Sheets | Financial Instruments | Cash Collateral Received | Net Amount | ||||||||||||||
| Derivatives | $ | $ | $ | $ | $ | $ | ||||||||||||||
Credit-risk-related Contingent Features
As of March 31, 2026, the Company had no derivatives in a net liability position. As of March 31, 2026, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company terminated these interest rate swaps or breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.
16
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 7. STOCKHOLDERS' EQUITY
Common Stock
The following table provides a reconciliation of the beginning and ending common stock balances for the three months ended March 31, 2026 and for the year ended December 31, 2025:
| (In thousands) | Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | ||||||
| Balance, beginning of period | ||||||||
| Vested RSUs | ||||||||
| Restricted stock issued, net of withheld shares and forfeitures | ||||||||
| Balance, end of period | ||||||||
ATM Program
The Company has an at-the-market offering program ("ATM Program") with Piper Sandler & Co., Piper Sandler Financial Products II Inc., Evercore Group L.L.C., Fifth Third Securities, Inc., Huntington Securities, Inc., Janney Montgomery Scott LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Bank, and Truist Securities, Inc. in their capacities as Sales Agents, Forward Purchasers and/or Forward Sellers (each, an “Agent”, and, collectively, the “Agents”).
Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $300.0 million, exclusive of shares of common stock sold under its prior agreements with our Agents. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the third amended and restated sales agency agreement and applicable law. In addition, the Company may enter into one or more forward sales agreements under the ATM Program.
The Company did not issue any shares under the ATM Program during the three months ended March 31, 2026. As of March 31, 2026, the Company had $300.0 million remaining that may be issued under the ATM Program.
NOTE 8. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share for the three months ended March 31, 2026 and 2025, respectively. Net income available to common stockholders excludes dividends paid on participating securities which include restricted stock and time-based RSUs. Dividends accrue but are not paid on unvested performance-based RSUs.
| Three Months Ended March 31, | |||||||||||
| (In thousands, except per share data) | 2026 | 2025 | |||||||||
| Net income | $ | $ | |||||||||
| Participating securities' share in earnings | ( | ( | |||||||||
| Net income, less participating securities' share in earnings | $ | $ | |||||||||
| Weighted average Common Shares outstanding | |||||||||||
Weighted average Common Shares outstanding | |||||||||||
Unvested restricted shares | ( | ( | |||||||||
| Weighted average Common Shares outstanding–Basic | |||||||||||
Weighted average Common Shares outstanding –Diluted | |||||||||||
| Basic Net Income Per Common Share | $ | $ | |||||||||
| Diluted Net Income Per Common Share | $ | $ | |||||||||
17
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 9. STOCK INCENTIVE PLAN
Restricted Stock Awards
A summary of restricted stock award activity for the three months ended March 31, 2026 and 2025 is included in the table below, as well as compensation expense recognized from the amortization of the value of shares over the applicable amortization periods.
| Three Months Ended March 31, | |||||||||||
| (Dollars and shares in thousands) | 2026 | 2025 | |||||||||
| Stock-based awards, beginning of period | |||||||||||
| Stock in lieu of compensation | |||||||||||
| Stock awards | |||||||||||
| Total stock granted | |||||||||||
| Vested shares | ( | ( | |||||||||
| Forfeited shares | ( | ||||||||||
| Stock-based awards, end of period | |||||||||||
| Amortization expense | $ | $ | |||||||||
Restricted Stock Issuances
During the first quarter of 2026, pursuant to the 2024 Incentive Plan and the Fourth Amended and Restated Alignment of Interest Program, the Company granted 101,305 shares of restricted common stock to its employees, in lieu of salary, that will cliff vest between and years. Of the shares granted, 60,456 shares of restricted stock were granted in lieu of compensation from the program pool and 40,849 shares of restricted stock were awards granted from the plan pool. Also, during the first quarter of 2026, pursuant to the Second Amended and Restated Non-Executive Officer Incentive Program, the Company granted 18,103 shares of restricted stock to certain employees that will cliff vest in years.
Restricted Stock Units
A summary of the Company's restricted stock unit (RSU) activity during the three months ended March 31, 2026 and 2025, respectively, is included in the table below, as well as compensation expense recognized from the amortization of the value of RSUs over the applicable amortization periods.
| Three Months Ended March 31, | |||||||||||
| (Dollars and RSUs in thousands) | 2026 | 2025 | |||||||||
| Restricted Stock Units, beginning of period | |||||||||||
| Restricted Stock Units, end of period | |||||||||||
| Amortization expense | $ | $ | |||||||||
18
Notes to Condensed Consolidated Financial Statements - Continued
NOTE 10. OTHER ASSETS, NET
Other assets, net on the Company's Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 are detailed in the table below.
| Balance as of | ||||||||
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Straight-line rent receivables, net | $ | $ | ||||||
| Sales-type lessor receivables | ||||||||
| Fair value of interest rate swaps | ||||||||
| Leasing commissions, net | ||||||||
| Deferred financing costs, net | ||||||||
| Accounts and interest receivables, net | ||||||||
| Mortgage note receivable | ||||||||
| Notes receivable, net of credit loss reserve | ||||||||
| Prepaid assets | ||||||||
| Above-market intangible assets, net | ||||||||
| Operating lease right of use assets | ||||||||
| Other | ||||||||
| $ | $ | |||||||
The Company's notes and mortgage note receivable included the following at March 31, 2026 and December 31, 2025:
•At March 31, 2026 and December 31, 2025, notes receivable included a $17.0 2.7 six 5.8 million on the revolving credit facility. The term loan bears interest at 9 % per annum, with quarterly principal payments beginning June 30, 2026 through the facility maturity on December 31, 2032. The revolving credit facility, as amended, bears interest at 9 % per annum and matures on June 30, 2026. The term loan and revolving credit facility include a 3 % per annum non-cash interest charge that is payable upon the earlier of the repayment or maturity of each note.
In 2024, the Company determined that the collectability of the term loan and revolver loan was not reasonably assured. The Company prepared a valuation of the notes based on the estimated fair value of the underlying collateral, requiring management to determine certain assumptions used for the estimation of fair value, including the determination of adjusted EBITDA and the selected EBITDA multiple range. As a result,the Company recorded an $11.0 million credit loss reserve on the notes receivable and has placed the notes on non-accrual status and reserved approximately $1.4 million of interest receivables.
In 2025, the tenant entered into a letter of intent with a potential buyer for the sale of its business. Based on the terms in the letter of intent, the Company determined that the collectability of the remaining outstanding note and interest receivable balances were not reasonably assured, and the Company recognized an additional credit loss reserve for the remaining balances of the notes, totaling approximately $8.7 million and reserved the remaining outstanding interest receivables on these notes.
•At March 31, 2026 and December 31, 2025, notes receivable also included a $1.7 million and $1.8 million, respectively, revolving credit facility with a borrower. The outstanding balance of the revolving credit facility will be repaid in monthly installments of $50,000 through the maturity date of April 1, 2027 with a balloon payment due at maturity. The revolving credit facility bears interest at 9 % per annum, as well as a
19
Notes to Condensed Consolidated Financial Statements - Continued
•At March 31, 2026 and December 31, 2025, the Company had a $2.0 10 % per annum, will be interest only until the principal is due at the earlier of the sale of the property, or August 15, 2027.
The Company identified the borrowers of these notes as variable interest entities ("VIEs"), but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material decision-making rights or control of the entities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable. The VIEs that we have identified at March 31, 2026 are summarized in the table below.
| Classification | Carrying Amount (in thousands) | Maximum Exposure to Loss (in thousands) | ||||||
| Note receivable (revolving credit facility) | $ | $ | ||||||
| Note receivable (mortgage note) | $ | $ | ||||||
NOTE 11. OTHER LIABILITIES, NET
Other liabilities, net on the Company's Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 are detailed in the table below.
| Balance as of | ||||||||
| (Dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Prepaid rent | $ | $ | ||||||
| Security deposits | ||||||||
| Below-market lease intangibles, net | ||||||||
| Other | ||||||||
| $ | $ | |||||||
NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate the fair value.
Cash and cash equivalents - The carrying amount approximated the fair value. The fair value estimates were determined using level 1 inputs.
Notes and mortgage note receivable - The fair value was estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on notes carried by the Company and were classified as level 2 inputs in the hierarchy.
Notes receivable, net of credit loss - The fair value of these notes, net of credit loss, was estimated based on its estimated value of the underlying collateral on the notes and are classified as Level 3 in the hierarchy.
Borrowings under our Credit Facility - The carrying amount approximated the fair value because the borrowings were based on variable market interest rates. The fair value estimates were determined using level 2 inputs.
20
Notes to Condensed Consolidated Financial Statements - Continued
Derivative financial instruments (Interest rate swaps) - The fair value was estimated using discounted cash flow techniques. These techniques incorporate primarily level 2 inputs. The market inputs were utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps were observable in active markets and were classified as level 2 inputs in the hierarchy.
The table below details the fair values and carrying values for our notes and mortgage note receivable, and interest rate swaps at March 31, 2026 and December 31, 2025.
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| (Dollars in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
| Notes and mortgage note receivable, level 2 | $ | $ | $ | $ | |||||||||||||
Notes receivable, net of credit loss, level 3(1)(2) | $ | $ | $ | $ | |||||||||||||
| Interest rate swap asset | $ | $ | $ | $ | |||||||||||||
| ___________________ | |||||||||||||||||
(1) During 2025 and 2024, the Company recorded an $ | |||||||||||||||||
(2) Calculated utilizing Level 3 inputs at March 31, 2026 and December 31, 2025. See the table below for Level 3 activity for the three months ended March 31, 2026 and the year ended December 31, 2025. | |||||||||||||||||
| Level 3 Inputs | |||||||||||
| Notes Receivable: | March 31, 2026 | December 31, 2025 | |||||||||
| Beginning fair value | $ | $ | |||||||||
| Payments | ( | ||||||||||
| Transfers from Level 2 to Level 3 | |||||||||||
| Credit loss reserve | ( | ||||||||||
| Ending fair value | $ | $ | |||||||||
NOTE 13. COMMITMENTS AND CONTINGENCIES
Tenant Improvements
The Company may provide tenant improvement allowances in new or renewal leases for the purpose of refurbishing or renovating tenant space. The Company may also assume tenant improvement obligations included in leases acquired in its real estate acquisitions. As of March 31, 2026, the Company had approximately $29.8 million in commitments for tenant improvements, of which $4.6 million primarily relates to two ongoing redevelopment projects of buildings into different healthcare uses, backed by long-term leases.
Capital Improvements
The Company has entered into contracts with various vendors for various capital improvement projects related to its portfolio. As of March 31, 2026, the Company had approximately $4.0 million in commitments for capital improvement projects, of which $2.4 million primarily relates to three ongoing redevelopment projects of buildings into different healthcare uses, backed by long-term leases.
Legal Proceedings
The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company's Consolidated Financial Statements.
NOTE 14. SUBSEQUENT EVENTS
Dividend Declared
On April 30, 2026, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $0.48 per share. The dividend is payable on May 22, 2026 to stockholders of record on May 11, 2026.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Disclosure Regarding Forward-Looking Statements
This report and other materials that Community Healthcare Trust Incorporated (the "Company") has filed or may file with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made, or to be made, by management of the Company, contain, or will contain, statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “believes”, “expects”, “may”, "will', “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, “anticipates” or other similar words or expressions, including the negative thereof. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Because forward-looking statements relate to future events, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Thus, the Company’s actual results and financial condition may differ materially from those indicated in such forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company’s common stock, changes in the Company’s business strategy, availability, terms and deployment of capital, the Company’s ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, changes in the real estate industry in general, interest rates or the general economy, adverse developments related to the healthcare industry, changes in governmental regulations, the degree and nature of the Company’s competition, the ability to consummate acquisitions under contract, catastrophic or extreme weather and other natural events and the physical effects of climate change, the occurrence of cyber incidents, effects on global and national markets as well as businesses resulting from increased inflation, changes in interest rates, supply chain disruptions, labor conditions, prolonged government shutdown or budgetary reductions or impasses, tariffs and global trade tensions, and/or conflicts in Ukraine and the Middle East, and other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s other filings with the Securities and Exchange Commission from time to time. Readers are therefore cautioned not to place undue reliance on the forward-looking statements contained herein which speak only as of the date hereof. The Company intends these forward-looking statements to speak only as of the time of this report and the Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
The purpose of this Management's Discussion and Analysis ("MD&A") is to provide an understanding of the Company's consolidated financial condition, results of operations and cash. MD&A is provided as a supplement to, and should be read in conjunction with, the Company's Condensed Consolidated Financial Statements and accompanying notes.
Overview
References such as "we," "us," "our," and "the Company" mean Community Healthcare Trust Incorporated, a Maryland corporation, and its consolidated subsidiaries.
We were organized in the State of Maryland on March 28, 2014. We are a self-administered, self-managed healthcare real estate investment trust, or REIT, that acquires and owns properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers.
Trends and Matters Impacting Operating Results
Management monitors factors and trends that it believes are important to the Company and the REIT industry in order to gauge their potential impact on the operations of the Company. Certain of the factors and trends that management believes may impact the operations of the Company are discussed below.
22
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Asset Acquisitions
During the first three months of 2026, the Company acquired one inpatient rehabilitation facility totaling approximately 37,000 square feet for an aggregate purchase price and cash consideration of approximately $28.5 million. The property was 100.0% leased with a lease expiration in 2044. The acquisition was funded with net proceeds from the Company's Revolving Credit Facility and from asset sales. See Note 4 – Real Estate Acquisition, Disposition, and Asset Held for Sale to the Condensed Consolidated Financial Statements for more details on this acquisition.
Acquisition Pipeline
The Company has four properties under definitive purchase agreements, to be acquired after completion and occupancy, for an aggregate expected purchase price of approximately $99.0 million. The Company anticipates closing on these properties throughout 2026 and 2027; however, the Company cannot provide assurance as to the timing of when, or whether, these transactions will actually close. The Company expects to fund these acquisitions with cash from operations, with net proceeds from equity or debt issuances, with the Company's Revolving Credit Facility, or from asset sales.
Asset Dispositions
During the first quarter of 2026, the Company disposed of a building in Florida, classified as an asset held for sale, received net proceeds of approximately $5.2 million, and recognized an immaterial loss on the sale. The Company also received net cash proceeds of approximately $0.7 million for a property disposed of during the fourth quarter of 2025.
Leased Square Footage
As of March 31, 2026, our real estate portfolio was approximately 89.8% leased. During the first three months of 2026, we had expiring or terminated leases related to approximately 176,000 square feet, and we leased or renewed leases relating to approximately 136,000 square feet.
Purchase Option Provisions
Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase. At March 31, 2026, the Company had an aggregate gross investment of approximately $42.0 million in 13 real estate properties with purchase options exercisable at March 31, 2026 that had not been exercised.
Interest Expense
On March 29, 2026, the Company's interest rate swaps that had fixed the interest rate on $75.0 million of its Revolving Credit Facility balance matured. The Company has not entered into new interest rate swaps to fix the interest rate on the $75.0 million, and it will be under a floating rate. The floating rate for the Revolving Credit Facility at March 31, 2026 was approximately 5.3%. See Note 5 – Debt, net and Note 6 – Derivative Financial Instruments for more details on the Company's debt and interest rate swaps.
Inflation
Inflation has significantly increased during the past several years and a prolonged period of high and persistent inflation could cause an increase in our expenses, capital expenditures, and cost of our variable-rate borrowings which could have a material impact on our financial position or results of operations. Many of our lease agreements contain provisions designed to mitigate the adverse impact of inflation, including annual rent increases based on stated increases or CPI increases. In response to inflationary pressures, the Federal Reserve raised interest rates in 2022 and 2023, however, the Federal Reserve lowered interest rates in 2024 and 2025, and may provide additional rate changes during 2026. Higher interest rates may adversely impact real estate asset values and increase our interest expense on our variable-rate borrowings under our revolving credit facility.
23
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Results of Operations
The Company's results of operations for the three months ended March 31, 2026 compared to the same period in 2025 were impacted by real estate acquisitions and dispositions, and interest expense, as well as other items discussed in more detail below.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenues
Rental income increased approximately $1.5 million, or 5.2%, for the three months ended March 31, 2026 compared to the same period in 2025 due mainly to the following:
•Acquisitions of properties during 2025 and 2026 resulted in an increase in rental income of approximately $2.1 million in 2026 compared to 2025;
•Rental income related to the geriatric behavioral hospital tenant resulted in an increase in revenues of approximately $0.2 million for the three months ended March 31, 2026 as compared to the same period in 2025; offset partially by
•Dispositions of properties during 2025 and 2026 resulted in a decrease in rental income of approximately $0.6 million in 2026 compared to 2025;
•In the second quarter of 2025, the Company extended a lease with a tenant upon its expiration which converted it from an operating lease to a sales-type lease, resulting in a decrease in rental revenue of approximately $0.1 million for the three months ended March 31, 2026 compared to the same period in 2025; and
•The remaining $0.1 million decrease resulted from net leasing activities.
Other operating interest decreased approximately $0.1 million for the three months ended March 31, 2026 compared to the same period in 2025 due mainly to a loan maturity in 2025.
Expenses
Property operating expenses increased approximately $0.3 million, or 4.5%, for the three months ended March 31, 2026 compared to the same period in 2025 due mainly to the following:
•Property tax expense resulted in an increase of approximately $0.2 million;
•Utilities expenses increased approximately $0.1 million;
•Landscaping expenses, including snow plow expenses increased approximately $0.1 million; and
•A reduction of expenses totaling approximately $0.1 million due to properties sold during 2026 and 2025.
Depreciation and amortization expense decreased by approximately $0.3 million, or 2.6%, for the three months ended March 31, 2026 compared to the same period in 2025 impacted by the following:
•Fully amortized real estate lease intangibles which generally have a shorter depreciable life than a building resulted in a decrease of approximately $0.6 million;
•Depreciation and amortization on real estate sold during 2026 and 2025 resulted in a decrease of approximately $0.3 million; offset partially by
•Depreciation and amortization on real estate acquired during 2026 and 2025 resulted in an increase of approximately $0.4 million; and
24
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
•Depreciation on tenant and other capital improvements resulted in an increase of approximately $0.2 million.
Interest expense
Interest expense increased approximately $0.4 million, or 7.0%, for the three months ended March 31, 2026 compared to the same period in 2025 due mainly to an increase in the weighted average balance on the Credit Facility.
Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of those measures to the most directly comparable GAAP financial measure.
The non-GAAP financial measures and key performance indicators presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO")
FFO is an operating performance measure adopted by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to net income (calculated in accordance with GAAP), excluding gains or losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, plus depreciation and amortization related to real estate properties, and after adjustments for unconsolidated partnerships and joint ventures. NAREIT also provides REITs with an option to exclude gains, losses and impairments of assets that are incidental to the main business of the REIT from the calculation of FFO.
In addition to FFO, the Company presents AFFO and AFFO per share. The Company defines AFFO as FFO, excluding certain expenses related to closing costs of properties acquired accounted for as business combinations and mortgages funded, excluding straight-line rent and the amortization of stock-based compensation, and including or excluding other non-cash items from time to time. AFFO presented herein may not be comparable to similar measures presented by other real estate companies due to the fact that not all real estate companies use the same definition.
Management believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, management believes FFO, AFFO, FFO per share and AFFO per share provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with
25
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, impairments and gains or losses from sales of real estate, losses and impairment of incidental assets, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO, AFFO, FFO per share and AFFO per share can facilitate comparisons of operating performance between periods. The table below reconciles net income to FFO and AFFO for the three months ended March 31, 2026 compared to the same period in 2025.
| Three Months Ended March 31, | |||||||||||
| (In thousands, except per share amounts) | 2026 | 2025 | |||||||||
| Net income | $ | 2,548 | $ | 1,591 | |||||||
Real estate depreciation and amortization | 10,805 | 11,077 | |||||||||
| Loss on sale of real estate assets | 46 | — | |||||||||
| FFO | 13,399 | 12,668 | |||||||||
Straight-line rent | (760) | (639) | |||||||||
Stock-based compensation | 2,711 | 2,710 | |||||||||
| AFFO | $ | 15,350 | $ | 14,739 | |||||||
| FFO per diluted common share | $ | 0.49 | $ | 0.47 | |||||||
| AFFO per diluted common share | $ | 0.56 | $ | 0.55 | |||||||
Weighted average common shares outstanding - diluted (1) | 27,570 | 27,007 | |||||||||
___________________
(1) Diluted weighted average common shares outstanding for FFO and AFFO are calculated based on the treasury method, rather than the 2-class method used to calculate earnings per share. Restricted stock awards and time-based RSUs are included in the calculation of weighted average common shares outstanding to the extent that they are dilutive. Performance-based RSUs are included in the calculation of weighted average common shares outstanding to the extent that they are in-the-money as of the end of the reporting period and are dilutive.
Net Operating Income ("NOI")
NOI is a key performance indicator. NOI is defined as net income or loss, computed in accordance with GAAP, generated from our total portfolio of properties and other investments before general and administrative expenses, depreciation and amortization expense, gains or loss on the sale of real estate properties or other investments, interest expense, and income tax expense. We believe that NOI provides an accurate measure of operating performance of our operating assets because NOI excludes certain items that are not associated with management of the properties. The Company's use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing NOI.
The table below reconciles net income to NOI for the three months ended March 31, 2026 compared to the same period in 2025.
| Three Months Ended March 31, | ||||||||||||||
| (In thousands) | 2026 | 2025 | ||||||||||||
| Net income | $ | 2,548 | $ | 1,591 | ||||||||||
| General and administrative | 5,108 | 5,100 | ||||||||||||
| Depreciation and amortization | 10,657 | 10,943 | ||||||||||||
| Loss on sale of real estate assets | 46 | — | ||||||||||||
| Interest expense | 6,799 | 6,352 | ||||||||||||
| Interest and other income, net | (3) | (3) | ||||||||||||
| NOI | $ | 25,155 | $ | 23,983 | ||||||||||
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Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
EBITDAre and Adjusted EBITDAre
The Company uses the NAREIT definition of EBITDAre which is net income or loss plus interest expense, income tax expense, and depreciation and amortization, plus losses or minus gains on the disposition of depreciable property, including losses/gains on change of control, plus impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates and consolidated affiliates with non-controlling interest. The Company also presents Adjusted EBITDAre which is EBITDAre before non-cash stock-based compensation expense.
We consider EBITDAre and Adjusted EBITDAre important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.
The table below reconciles net income to EBITDAre and Adjusted EBITDAre for the three months ended March 31, 2026 compared to the same period in 2025.
| Three Months Ended March 31, | ||||||||||||||
| (In thousands) | 2026 | 2025 | ||||||||||||
| Net income | $ | 2,548 | $ | 1,591 | ||||||||||
| Interest expense | 6,799 | 6,352 | ||||||||||||
| Depreciation and amortization | 10,657 | 10,943 | ||||||||||||
| Loss on sale of real estate assets | 46 | — | ||||||||||||
EBITDAre | $ | 20,050 | $ | 18,886 | ||||||||||
| Non-cash stock-based compensation expense | 2,711 | 2,710 | ||||||||||||
Adjusted EBITDAre | $ | 22,761 | $ | 21,596 | ||||||||||
Liquidity and Capital Resources
The Company monitors its liquidity and capital resources and relies on several key indicators in its assessment of capital markets for financing acquisitions and other operating activities as needed, including the following:
•Leverage ratios and financial covenants included in our Credit Facility;
•Dividend payout percentage; and
•Interest rates, underlying treasury rates, debt market spreads and equity markets.
The Company uses these indicators and others to compare its operations to its peers and to help identify areas in which the Company may need to focus its attention.
Sources and Uses of Cash
The Company derives most of its revenues from its real estate properties, collecting rental income and operating expense reimbursements based on contractual arrangements with its tenants. These sources of revenue represent our primary source of liquidity to fund our dividends, general and administrative expenses, property operating expenses, interest expense on our Credit Facility and other expenses incurred related to managing our existing portfolio and investing in existing or in additional properties. To the extent additional resources are needed, the Company will fund its investment activity generally with net proceeds from equity or debt issuances, including our at-the-market equity offering program, either in the public or private markets, from our Credit Facility, or from asset sales.
The Company expects to meet its liquidity needs through cash on hand, cash flows from operations and cash flows from sources discussed above. The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.
27
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Operating Activities
Cash flows provided by operating activities for the three months ended March 31, 2026 and 2025 were approximately $13.7 million and $14.4 million, respectively. Cash flows provided by operating activities were generally provided by contractual rents, net of property operating expenses not reimbursed by the tenants, general and administrative expenses, and interest expense paid on our Credit Facility.
Investing Activities
Cash flows used in investing activities for the three months ended March 31, 2026 and 2025 were approximately $27.5 million and $12.6 million, respectively. During the three months ended March 31, 2026, the Company invested in one property for cash consideration of approximately $28.5 million, received cash consideration totaling approximately $5.9 million on dispositions, received payments on its notes totaling $0.2 million and funded capital expenditures and tenant improvements on its existing portfolio totaling approximately $5.0 million.
During the three months ended March 31, 2025, the Company invested in one property for cash consideration of approximately $9.7 million (initially accounted for as a sale-leaseback financing transaction until the lease commenced during the second quarter of 2025), received payments on its notes receivable totaling $1.8 million and funded capital expenditures and tenant improvements on its existing portfolio totaling approximately $4.7 million.
Financing Activities
Cash flows provided by financing activities for the three months ended March 31, 2026 were approximately $13.0 million and cash flows used in financing activities for the three months ended March 31, 2025 were $3.9 million. During the three months ended March 31, 2026, the Company borrowed $27.0 million under its Revolving Credit Facility and paid dividends totaling approximately $13.7 million. Also, upon the vesting of stock-based awards for certain employees, the Company withheld shares and paid taxes totaling approximately $0.3 million on behalf of employees.
During the three months ended March 31, 2025, the Company borrowed a net amount of $10.0 million under its Revolving Credit Facility and paid dividends totaling approximately $13.3 million. Also, upon the vesting of stock-based awards for certain employees, withheld shares and paid taxes totaling approximately $0.4 million on behalf of employees.
Acquisition Pipeline
The Company has four properties under definitive purchase agreements, to be acquired after completion and occupancy, for an aggregate expected purchase price of approximately $99.0 million. The Company anticipates closing on these properties throughout 2026 and 2027; however, the Company cannot provide assurance as to the timing of when, or whether, these transactions will actually close. The Company expects to fund these acquisitions with cash from operations, with net proceeds from equity or debt issuances, with the Company's Revolving Credit Facility, or from asset sales.
Tenant Improvements and Capital Improvements
Subject to Company approval, we may fund or reimburse tenants for tenant improvements, which are allowed for in certain leases, of up to approximately $29.8 million as of March 31, 2026. At March 31, 2026, $4.6 million of this commitment relates primarily to two redevelopment projects on buildings with tenants backed by long-term leases.
The Company has also entered into contracts regarding certain capital expenditures with remaining commitments totaling approximately $4.0 million as of March 31, 2026. At March 31, 2026, $2.4 million of this commitment relates primarily to three redevelopment projects of buildings into different healthcare uses backed by long-term leases.
The Company expects to fund these expenditures with cash from operations, with net proceeds from equity or debt issuances, from our Credit Facility, or from asset sales.
28
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Credit Facility
At March 31, 2026, the Company had $285.0 million outstanding on its Revolving Credit Facility with a maturity on October 16, 2029. In addition, the Company has $275.0 million outstanding in Term Loans with expirations beginning in 2028 through 2030. The Company has entered into interest rate swaps to fix the interest rates on $275.0 million of the Term Loans, with maturities matching the maturity dates of the notes. The interest rate swaps that fixed the interest rates on $75.0 million of the Revolving Credit Facility matured on March 29, 2026. See Note 5 – Debt, net to the Condensed Consolidated Financial Statements which provide more details on the Company's Credit Facility. At March 31, 2026, the Company had borrowing capacity remaining under the Revolving Credit Facility of approximately $115.0 million.
The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company was in compliance with its financial covenants under its Credit Facility as of March 31, 2026.
Ground Leases
At March 31, 2026, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates, including renewal options, through 2076, and two non-prepaid ground leases accounted for as financing leases with expiration dates through 2109, including renewal options. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index. At March 31, 2026, the Company's aggregate obligation under these ground leases was approximately $8.5 million, of which $0.1 million is due during the remainder of 2026 and $0.2 million is due in 2027. See Note 3 – Real Estate Leases to the Condensed Consolidated Financial Statements.
Notes Receivable
The Company has a note with a tenant with unfunded commitments remaining totaling $5.8 million at March 31, 2026. Any future requests for borrowings under the revolving credit facility from this tenant will require review and approval by management. See Note 10 – Other Assets, net to the Condensed Consolidated Financial Statements.
Universal Shelf Registration Statement
On February 19, 2025, the Company filed a new non-automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission which became effective on March 14, 2025. The registration statement is for $500.0 million of securities and is effective for three years. Under this registration statement, the Company has the capacity to offer and sell from time to time various types of securities, including common stock, preferred stock, depository shares, rights, debt securities, warrants and units.
ATM Program
Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $300.0 million, exclusive of shares of common stock sold under its prior agreements with our Agents. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the third amended and restated sales agency agreement and applicable law. In addition, the Company may enter into one or more forward sales agreements under the ATM Program. As of March 31, 2026, the Company had $300.0 million remaining that may be issued under the ATM Program.
Security Deposits
As of March 31, 2026, the Company held approximately $2.6 million in security deposits for the benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the Company may, at its discretion and upon notification to the tenant, draw upon the security deposits if there are any defaults under the leases.
29
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dividends
The Company is required to pay dividends to its stockholders at least equal to 90% of its taxable income in order to maintain its qualification as a REIT.
On April 30, 2026, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $0.48 per share. The dividend is payable on May 22, 2026 to stockholders of record on May 11, 2026. This rate equates to an annualized dividend of $1.92 per share.
The ability of the Company to pay dividends is dependent upon its ability to generate cash flows and to make accretive new investments.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We may use certain derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings. We will not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. An interest rate swap is a contractual agreement entered into by two counterparties under which each agrees to make periodic payments to the other for an agreed period of time based on a notional amount of principal. Under the most common form of interest rate swap, known from our perspective as a floating-to-fixed interest rate swap, a series of floating, or variable, rate payments on a notional amount of principal is exchanged for a series of fixed interest rate payments on such notional amount. During the three months ended March 31, 2026, there were no material changes in the quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, other than the expiration of the $75.0 million of interest rate swaps discussed in Note 5 – Debt, net to the Condensed Consolidated Financial Statements.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
Changes In Internal Control Over Financial Reporting
There were no changes in our system of internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company may, from time to time, be involved in litigation arising in the ordinary course of business or which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in our Quarterly Reports on Form 10-Q for the current year, an investor should consider the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that may be filed by the Company. There were no material changes in the risk factors presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2026, the Company canceled shares of the Company's common stock to satisfy employee tax withholding obligations upon the vesting of stock-based awards, as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per share | Total Number of Shares purchased as part of publicly announced plans or programs | Maximum Number of Shares that may yet be purchased under the plans or programs | ||||||||||
| January 1 - January 31 | 17,830 | $ | 16.70 | — | — | |||||||||
| February 1 - February 28 | — | $ | — | — | — | |||||||||
| March 1 - March 31 | — | $ | — | — | — | |||||||||
| Total | 17,830 | |||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Rule 10b5-1
During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted
31
ITEM 6. EXHIBITS
The exhibits required by Item 601 of Regulation S-K which are filed with this report are listed in the Exhibit Index and are hereby incorporated in by reference.
EXHIBIT INDEX
Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 10.1 † | |||||||||||
| 31.1 * | |||||||||||
| 31.2 * | |||||||||||
| 32.1 ** | |||||||||||
| 101.INS | Inline XBRL Instance Document | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition 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) | ||||||||||
___________________
(1)Filed as Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on May 6, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(2)Filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 3, 2020 (File No. 001-37401) and incorporated herein by reference.
(3)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 9, 2026 (File No. 001-37401) and incorporated herein by reference.
* Filed herewith.
** Furnished herewith.
† Denotes executive compensation plan or arrangement.
32
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.
Date: May 5, 2026
| COMMUNITY HEALTHCARE TRUST INCORPORATED | ||||||||
| By: | /s/ David H. Dupuy | |||||||
| David H. Dupuy | ||||||||
| Chief Executive Officer and President | ||||||||
| By: | /s/ William G. Monroe IV | |||||||
| William G. Monroe IV | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
33