CHTH 10-Q Quarterly Report Sept. 30, 2025

CNL HEALTHCARE PROPERTIES, INC.

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chth-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


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

For the transition period from ______ to ______

Commission file number: 000-54685


CNL Healthcare Properties, Inc. (Exact name of registrant as specified in its charter)


Maryland						27-2876363
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
CNL Center at City Commons 450 South Orange Avenue Orlando , Florida						32801
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code ( 407 ) 650-1000

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

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

The number of shares of common stock of the registrant outstanding as of November 12, 2025 was 175,274,045 .

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

INDEX


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Information (unaudited):
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	31
Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35

Exhibit Index		36
Signatures		37
Exhibits

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Information

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)


ASSETS	September 30, 2025		December 31, 2024
Real estate investment properties, net	$	1,217,132	$	1,244,663

Cash	57,696		44,011
Restricted cash	2,390		1,602
Other assets	15,230		19,095
Deferred rent, lease incentives and intangibles, net	9,290		9,970
Total assets	$	1,301,738	$	1,319,341
LIABILITIES AND EQUITY
Liabilities:
Mortgages and other notes payable, net	$	—	$	15,790
Credit facilities, net	563,293		550,347
Accounts payable and accrued liabilities	32,143		28,871
Other liabilities	11,281		11,225
Due to related parties	1,412		1,327
Total liabilities	608,129		607,560
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $ 0.01 par value per share, 200,000 shares authorized; none issued or outstanding	―		—
Excess shares, $ 0.01 par value per share, 300,000 shares authorized; none issued or outstanding	―		—
Common stock, $ 0.01 par value per share, 1,120,000 shares authorized, 187,958 shares issued and 175,274 shares outstanding	1,739		1,739
Capital in excess of par value	1,515,799		1,515,799
Accumulated income	54,610		60,248
Accumulated distributions	( 878,291 )		( 864,932 )
Accumulated other comprehensive loss	( 248 )		( 1,073 )
Total stockholders' equity	693,609		711,781


Total liabilities and equity	$	1,301,738	$	1,319,341

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues:
Rental income and related revenues	$	7,551	$	6,920	$	21,387	$	20,539
Resident fees and services	91,743		85,877		270,910		252,223
Total revenues	99,294		92,797		292,297		272,762
Operating expenses:
Property operating expenses	66,439		62,582		195,186		181,772
General and administrative expenses	2,537		1,841		7,054		6,251
Asset management fees	3,452		3,337		10,393		10,011
Property management fees	4,537		4,277		13,410		12,429

Depreciation and amortization	12,901		12,619		38,810		37,785
Total operating expenses	89,866		84,656		264,853		248,248

Operating income	9,428		8,141		27,444		24,514
Other income (expense):
Interest and other income	113		356		376		945
Interest expense and loan cost amortization	( 10,938 )		( 11,527 )		( 32,961 )		( 34,564 )


Total other expense	( 10,825 )		( 11,171 )		( 32,585 )		( 33,619 )
Loss before income taxes	( 1,397 )		( 3,030 )		( 5,141 )		( 9,105 )
Income tax expense	( 181 )		( 125 )		( 497 )		( 363 )


Net loss	( 1,578 )		( 3,155 )		( 5,638 )		( 9,468 )

Less: Amounts attributable to noncontrolling interests	—		19		—		43
Net loss attributable to common stockholders	$	( 1,578 )	$	( 3,174 )	$	( 5,638 )	$	( 9,511 )


Net loss per share of common stock (basic and diluted)	$	( 0.01 )	$	( 0.02 )	$	( 0.03 )	$	( 0.05 )

Weighted average number of shares of common stock outstanding (basic and diluted)	173,942		173,942		173,942		173,942

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net loss	$	( 1,578 )	$	( 3,155 )	$	( 5,638 )	$	( 9,468 )
Other comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments	158		( 4,561 )		825		( 621 )

Total other comprehensive income (loss)	158		( 4,561 )		825		( 621 )
Comprehensive loss	( 1,420 )		( 7,716 )		( 4,813 )		( 10,089 )
Less: Comprehensive income attributable to noncontrolling interest	—		19		—		43
Comprehensive loss attributable to common stockholders	$	( 1,420 )	$	( 7,735 )	$	( 4,813 )	$	( 10,132 )

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

(in thousands, except per share data)


										Accumulated
	Common Stock			Capital in						Other
	Number	Par		Excess of		Accumulated		Accumulated		Comprehensive		Total
	of Shares	Value		Par Value		Income		Distributions		Income (Loss)		Equity
Balance at June 30, 2025	173,942	$	1,739	$	1,515,799	$	56,188	$	( 873,838 )	$	( 406 )	$	699,482
Net loss	—	—		—		( 1,578 )		—		—		( 1,578 )
Other comprehensive income	—	—		—		—		—		158		158

Cash distributions declared ($ 0.0256 per share)	—	—		—		—		( 4,453 )		—		( 4,453 )
Balance at September 30, 2025	173,942	$	1,739	$	1,515,799	$	54,610	$	( 878,291 )	$	( 248 )	$	693,609


										Accumulated
	Common Stock			Capital in						Other
	Number	Par		Excess of		Accumulated		Accumulated		Comprehensive		Total
	of Shares	Value		Par Value		Income		Distributions		Income (Loss)		Equity
Balance at December 31, 2024	173,942	$	1,739	$	1,515,799	$	60,248	$	( 864,932 )	$	( 1,073 )	$	711,781
Net loss	—	—		—		( 5,638 )		—		—		( 5,638 )
Other comprehensive income	—	—		—		—		—		825		825

Cash distributions declared ($ 0.0768 per share)	—	—		—		—		( 13,359 )		—		( 13,359 )
Balance at September 30, 2025	173,942	$	1,739	$	1,515,799	$	54,610	$	( 878,291 )	$	( 248 )	$	693,609

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2024 (UNAUDITED)

(in thousands, except per share data)


										Accumulated
	Common Stock			Capital in						Other		Total		Non-
	Number	Par		Excess of		Accumulated		Accumulated		Comprehensive		Stockholders'		controlling		Total
	of Shares	Value		Par Value		Income		Distributions		Income (Loss)		Equity		Interest		Equity
Balance at June 30, 2024	173,942	$	1,739	$	1,516,806	$	68,373	$	( 856,026 )	$	1,368	$	732,260	$	501	$	732,761
Net (loss) income	—	—		—		( 3,174 )		—		—		( 3,174 )		19		( 3,155 )
Other comprehensive loss	—	—		—		—		—		( 4,561 )		( 4,561 )		—		( 4,561 )

Cash distributions declared ($ 0.0256 per share)	—	—		—		—		( 4,453 )		—		( 4,453 )		—		( 4,453 )

Balance at September 30, 2024	173,942	$	1,739	$	1,516,806	$	65,199	$	( 860,479 )	$	( 3,193 )	$	720,072	$	520	$	720,592


										Accumulated
	Common Stock			Capital in						Other		Total		Non-
	Number	Par		Excess of		Accumulated		Accumulated		Comprehensive		Stockholders'		controlling		Total
	of Shares	Value		Par Value		Income		Distributions		Income (Loss)		Equity		Interest		Equity
Balance at December 31, 2023	173,942	$	1,739	$	1,516,806	$	74,710	$	( 847,120 )	$	( 2,572 )	$	743,563	$	477	$	744,040
Net (loss) income	—	—		—		( 9,511 )		—		—		( 9,511 )		43		( 9,468 )
Other comprehensive loss	—	—		—		—		—		( 621 )		( 621 )		—		( 621 )

Cash distributions declared ($ 0.0768 per share)	—	—		—		—		( 13,359 )		—		( 13,359 )		—		( 13,359 )

Balance at September 30, 2024	173,942	$	1,739	$	1,516,806	$	65,199	$	( 860,479 )	$	( 3,193 )	$	720,072	$	520	$	720,592

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Operating activities:
Net cash flows provided by operating activities	$	43,892	$	30,965


Investing activities:


Capital expenditures	( 11,174 )		( 9,165 )




Net cash flows used in investing activities	( 11,174 )		( 9,165 )
Financing activities:
Distributions to stockholders	( 13,359 )		( 13,359 )
Repayments on credit facilities	( 5,000 )		( 10,000 )
Draws under credit facilities	16,000		—
Purchase of interest rate cap	—		( 100 )
Principal payments on mortgages and other notes payable	( 15,850 )		( 654 )

Other financing activities	( 36 )		( 14 )
Net cash flows used in financing activities	( 18,245 )		( 24,127 )
Net increase (decrease) in cash and restricted cash	14,473		( 2,327 )
Cash and restricted cash at beginning of period	45,613		55,888
Cash and restricted cash at end of period	$	60,086	$	53,561

See accompanying notes to condensed consolidated financial statements.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

1. Organization

CNL Healthcare Properties, Inc. (the “Company”) is a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. The Company has been and intends to continue to be organized and operate in a manner that allows it to remain qualified as a REIT for U.S. federal income tax purposes. The Company conducts substantially all of its operations either directly or indirectly through: (1) an operating partnership, CHP Partners, LP (“Operating Partnership”), in which the Company is the sole limited partner and its wholly-owned subsidiary, CHP GP, LLC, is the sole general partner; (2) a wholly-owned taxable REIT subsidiary (“TRS”), CHP TRS Holding, Inc.; (3) property owner and lender subsidiaries, which are single purpose entities; and (4) through November 1, 2024, an investment in a consolidated joint venture.

The Company is externally managed and advised by CNL Healthcare Corp. (“Advisor”), which is an affiliate of CNL Financial Group, LLC (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”). The Advisor is responsible for managing the Company’s day-to-day operations, serving as a consultant in connection with policy decisions to be made by the board of directors, and for identifying, recommending and executing on possible strategic alternatives and dispositions on the Company’s behalf pursuant to an advisory agreement among the Company, the Operating Partnership and the Advisor (as amended, the “Advisory Agreement”). Substantially all of the Company’s operating, administrative and certain property management services are provided by affiliates of the Advisor. In addition, certain property management services are provided by third-party property managers.

In 2017, the Company began evaluating possible strategic alternatives to provide liquidity to the Company’s stockholders. As part of executing under possible strategic alternatives, the Company’s board of directors committed to a plan to sell 70 properties, which included medical office buildings, post-acute care facilities, acute care hospitals and several skilled nursing facilities across the U.S. The Company completed the sale of the last of the 70 properties in 2022. On November 4, 2025, the Company entered into a merger agreement with an unrelated third party, as described further in Note 11 . “ Subsequent Events ” .

As of September 30, 2025, the Company’s seniors housing portfolio was geographically diversified with properties in 26 states and consisted of interests in 70 properties, including 69 seniors housing communities and one vacant land parcel. The Company has primarily leased its seniors housing properties to wholly-owned TRS entities and engaged independent third-party managers under management agreements to operate the properties under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures; however, the Company has also leased some of its properties to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost increases, for real estate taxes, utilities, insurance and ordinary repairs).

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the U.S. (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the nine months ended September 30, 2025 may not be indicative of the results that may be expected for the year ending December 31, 2025. Amounts as of December 31, 2024 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and the accounts of wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant assumptions are made in the analysis of real estate impairments (when such impairments exist), the valuation of contingent assets and liabilities, and the valuation of restricted common stock (“Restricted Stock”) shares issued to the Advisor through December 31, 2016 pursuant to the Company’s Expense Support Agreement with the Advisor (the “Expense Support Agreement”). Accordingly, actual results could differ from those estimates.

Reclassifications — Certain amounts in the prior years’ consolidated financial statements and schedules have been reclassified to conform to the current year’s presentation.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

2. Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements — In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures (Topic 740),” which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes as well as additional information about reconciling items if certain quantitative thresholds are met. This pronouncement will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The pronouncement was effective for fiscal years beginning after December 15, 2024 and all entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s annual tax disclosures.

Recent Accounting Pronouncements — In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosures in the notes of the financial statements of certain categories of expenses that are included in expense line items on the face of the income statement. This pronouncement is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company's consolidated financial statements and disclosures.

3. Revenue

The following table presents disaggregated revenue related to the Company’s resident fees and services during the quarter and nine months ended September 30, 2025 and 2024:


	Quarter Ended September 30,
	Number of Units		Revenues (in millions)				Percentage of Revenues
Resident fees and services:	2025	2024	2025		2024		2025		2024
Independent living	2,223	2,222	$	23.0	$	22.0	25.1	%	25.6	%
Assisted living	3,048	3,048	46.6		42.9		50.8		49.9
Memory care	923	923	17.7		16.8		19.3		19.6
Other revenues	—	—	4.4		4.2		4.8		4.9
	6,194	6,193	$	91.7	$	85.9	100.0	%	100.0	%

	Nine Months Ended September 30,
	Number of Units		Revenues (in millions)				Percentage of Revenues
Resident fees and services:	2025	2024	2025		2024		2025		2024
Independent living	2,223	2,222	$	68.4	$	64.9	25.2	%	25.7	%
Assisted living	3,048	3,048	137.4		125.3		50.7		49.7
Memory care	923	923	51.9		49.4		19.2		19.6
Other revenues	—	—	13.2		12.6		4.9		5.0
	6,194	6,193	$	270.9	$	252.2	100.0	%	100.0	%

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

4. Real Estate Assets, net

The gross carrying amount and accumulated depreciation of the Company’s real estate assets as of September 30, 2025 and December 31, 2024 are as follows (in thousands):


	September 30, 2025		December 31, 2024
Land and land improvements	$	138,928	$	138,307
Building and building improvements	1,518,992		1,512,240
Furniture, fixtures and equipment	121,509		118,216
Less: accumulated depreciation	( 562,297 )		( 524,100 )
Real estate investment properties, net	$	1,217,132	$	1,244,663

Depreciation expense on the Company’s real estate investment properties, net was approximately $ 12.9 million and $ 38.8 million for the quarter and nine months ended September 30, 2025, respectively, and approximately $ 12.6 million and $ 37.7 million for the quarter and nine months ended September 30, 2024, respectively.

5. Operating Leases

As of September 30, 2025, the Company owned 15 seniors housing properties that were leased to two tenants under triple-net operating leases. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of property taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses. Each tenant is expected to pay real estate taxes directly to the taxing authorities and, therefore, such amounts are not included in the Company’s consolidated financial statements.

In May 2025, the Company entered into new leases with one tenant covering 13 properties that were scheduled to expire in May and December 2025. The new leases will expire in May 2030. As of September 30, 2025, the Company’s triple-net operating leases had a weighted average remaining lease term of 5.3 years based on annualized base rents expiring between 2030 and 2032. The Company’s tenants hold options to extend the lease terms at certain properties for five-year periods, which are generally subject to terms and conditions similar to those provided under the initial lease term, including rent increases. The reported lease term is determined based on the non-cancellable periods of the Company’s leases unless economic incentives make it reasonably certain that an extension option will be exercised, in which case the Company includes the extended lease term.

The following are future minimum lease payments for the Company’s 15 seniors housing properties to be received under non-cancellable operating leases for the remainder of 2025, each of the next four years and thereafter, in the aggregate, as of September 30, 2025 (in thousands):


2025	$	6,943
2026	28,048
2027	28,598
2028	29,171
2029	29,756
Thereafter	31,504
	$	154,020

The future minimum lease payments to be received reported in the table above exclude straight-line rent adjustments and base rent attributable to any renewal options exercised by the tenants in the future. Several of our operating leases include options to extend the lease term. For purposes of determining the lease term, we exclude these extension periods unless it is reasonably certain at lease commencement that the extension options will be exercised.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

6. Indebtedness

In March 2025, the Company repaid secured indebtedness of approximately $ 15.8 million, consisting of debt collateralized by five properties in advance of its scheduled maturity in February 2026 using available borrowings under its $ 250 million senior unsecured revolving credit facility (the “2023 Revolving Credit Facility”). In April 2025, the Company used cash on hand to pay down approximately $ 5.0 million of amounts outstanding under the 2023 Revolving Credit Facility.

The following is a schedule of future principal payments for the Company’s total indebtedness for the remainder of 2025, each of the next four years and thereafter, in the aggregate, as of September 30, 2025 (in thousands):


2025	$	—
2026	565,000
2027	—
2028	—
2029	—
Thereafter	—
	$	565,000

The Company has approximately $ 565.0 million outstanding under its unsecured term loan and the 2023 Revolving Credit Facility (collectively the “2023 Credit Facilities”), as of the balance sheet date which mature in May 2026. As of the balance sheet date, the Company does not have sufficient cash on hand to satisfy these obligations. Based on management’s historical experience in the debt market, and initial indications from the market and discussions with existing and potential lenders, the Company believes it is probable it will be successful in refinancing the amounts outstanding under the 2023 Credit Facilities. The Company’s low leverage profile, along with current and anticipated cash flows, are expected to be sufficient to support a refinancing of the current outstanding indebtedness while maintaining reasonable debt service coverage ratios. There can be no assurance that the refinancing will occur or will occur on the terms currently contemplated. If sufficient refinancing cannot be arranged under an unsecured facility to satisfy the outstanding obligations due in May 2026, it may impact the Company’s ability to continue its operations. The Company believes it has other options to meet its obligation. These other options include, but are not limited to, refinancing with lending institutions as a secured loan facility, issuing mortgages collateralized by unencumbered properties in its portfolio and/or selling all or a portion of the Company’s properties and using net sales proceeds to satisfy the obligation.

The following table provides the details of the fair market value and carrying value of the Company’s indebtedness as of September 30, 2025 and December 31, 2024 (in millions):


	September 30, 2025				December 31, 2024
	Fair Value		Carrying Value		Fair Value		Carrying Value
Mortgages and other notes payable, net	$	—	$	—	$	15.9	$	15.7
Credit facilities, net (1)	$	565.0	$	563.3	$	554.0	$	550.3

______________________________

FOOTNOTE:

(1) The carrying value of credit facilities, net includes unamortized debt issuance costs of approximately $ 1.7 million and $ 3.7 million as of September 30, 2025 and December 31, 2024, respectively.

These fair market values are based on current rates and spreads the Company would expect to obtain for similar borrowings. Since this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy.

The Company’s 2023 Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured indebtedness, (vi) maximum secured recourse debt, (vii) minimum unsecured interest coverage, (viii) maximum unsecured indebtedness ratio, and (ix) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the 2023 Credit Facilities, minimum weighted average occupancy, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions generally include a limitation on the extent of allowable distributions, which are not to exceed the greater of 70 % of adjusted FFO (as defined per the 2023 Credit Facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. As of September 30, 2025, the Company was in compliance with all financial covenants related to its 2023 Credit Facilities.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

7. Related Party Arrangements

The Company paid approximately $ 0.03 million and $ 0.10 million during each of the quarters and nine months ended September 30, 2025 and 2024, respectively, of cash distributions on Restricted Stock issued through December 31, 2016. These amounts have been recognized as compensation expense and included in general and administrative expenses in the accompanying condensed consolidated statements of operations. In May 2025, the Company renewed its Advisory Agreement with the Advisor for a one-year term ending June 30, 2026.

The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarters and nine months ended September 30, 2025 and 2024, and related amounts unpaid as of September 30, 2025 and December 31, 2024 are as follows (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,				Unpaid amounts as of (1)
	2025		2024		2025		2024		September 30, 2025		December 31, 2024
Reimbursable expenses:
Operating expenses (2)	$	752	$	619	$	2,117	$	2,082	$	261	$	211
	752		619		2,117		2,082		261		211




Asset management fees	3,452		3,337		10,393		10,011		1,151		1,116
	$	4,204	$	3,956	$	12,510	$	12,093	$	1,412	$	1,327

______________________________

FOOTNOTES:

(1) Amounts are recorded as due to related parties in the accompanying condensed consolidated balance sheets.

(2) Amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations unless such amounts represent prepaid expenses, which are capitalized in the accompanying condensed consolidated balance sheets in other assets.

8. Derivative Financial Instruments

The following summarizes the terms of the Company's interest rate swaps and the corresponding liability as of September 30, 2025 and December 31, 2024 (in thousands):


Notional Amount (1)		Strike		Credit Spread (2)		Trade	Forward	Maturity Date	Fair Value Liability as of
									September 30, 2025		December 31, 2024





Swaps
$	267,000	4.40	%	2.35	%	12/7/2023	12/1/2023	12/1/2025	$	( 163 )	$	( 689 )
$	80,000	4.54	%	2.35	%	12/8/2023	12/1/2023	12/1/2025	$	( 68 )	$	( 307 )
$	20,000	4.54	%	2.35	%	12/8/2023	12/1/2023	12/1/2025	$	( 17 )	$	( 77 )

______________

FOOTNOTES:

(1) Amounts related to the interest swaps held by the Company are recorded at fair value and included in other liabilities in the accompanying condensed consolidated balance sheets.

(2) The all-in rates are equal to the sum of the Strike and Credit Spread detailed above.

As of December 31, 2024, the Company had one interest rate cap with a fair value of $ 0.0 million which matured in January 2025. In January 2025, the Company replaced this interest rate cap and purchased a short-term interest rate cap for $ 0.06 million, related to approximately $ 16.0 million of variable rate secured indebtedness with a notional value of $ 8.0 million and a strike price of 3.0 %. In connection with the March 2025 repayment of this secured indebtedness described in Note 6. “Indebtedness”, the Company terminated the interest rate cap and received $ 0.03 million in termination proceeds. As of September 30, 2025, the Company did not have any interest rate caps.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

8. Derivative Financial Instruments (continued)

During the nine months ended September 30, 2025, the Company reclassified approximately $ 0.03 million from accumulated other comprehensive income (loss) into earnings related to the Company’s interest rate caps. During the quarter and nine months ended September 30, 2024, the Company reclassified approximately $ 0.05 million and $ 0.1 million, respectively, from accumulated other comprehensive income (loss) into earnings related to the Company’s interest rate caps. The losses reclassified into earnings from accumulated other comprehensive income (loss) were reported in interest expense and loan cost amortization in the condensed consolidated statements of operations.

No amounts related to the Company’s interest rate swaps were reclassified into earnings during the quarters and nine months ended September 30, 2025 and 2024. The Company does not expect any amounts related to interest rate swaps to be reclassified into earnings in the next 12 months.

Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative financial positions and has determined that such impact is not significant to the overall valuation of its derivative financial instruments. As a result, the Company determined that its derivative financial instruments valuation in its entirety is classified in Level 2 of the fair value hierarchy. Determining fair value requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values of such instruments which could, in turn, impact the Company’s results of operations.

9. Segment Information

Operating segments are components of an entity for which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Management evaluates the Company’s seniors housing properties regardless of type or ownership structure as a single reportable segment as a result of aggregating multiple operating segments, because all of the Company's properties have similar economic characteristics and provide similar services to similar types of residents. The CODM consists of the Company’s Chief Executive Officer and the Senior Vice President who oversees asset management and operations.

The CODM has concluded that the measure of operating performance most consistent with the Company’s consolidated financial statements by which the CODM assesses segment performance and allocates resources is net operating income (“NOI”). NOI is used as a key performance metric by the CODM for internal monitoring and planning purposes, including the preparation of annual operating budgets and monthly operating reviews, as well as to facilitate analysis of future investment and business decisions. The CODM does not receive asset information by segment.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

9. Segment Information (continued)

NOI, defined as total revenues less the property operating expenses and property management fees from managed properties (collectively the significant expenses), is reconciled to consolidated net loss in the table below (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues:
Rental income and related revenues	$	7,551	$	6,920	$	21,387	$	20,539
Resident fees and services	91,743		85,877		270,910		252,223
Total revenues	99,294		92,797		292,297		272,762
Property operating expenses:
Property operating expenses	66,439		62,582		195,186		181,772
Property management fees	4,537		4,277		13,410		12,429
Total property operating expenses	70,976		66,859		208,596		194,201
Net operating income (NOI)	28,318		25,938		83,701		78,561
Other expenses (income):
General and administrative expenses	2,537		1,841		7,054		6,251
Asset management fees	3,452		3,337		10,393		10,011

Depreciation and amortization	12,901		12,619		38,810		37,785

Interest and other income	( 113 )		( 356 )		( 376 )		( 945 )
Interest expense and loan cost amortization	10,938		11,527		32,961		34,564
Income tax expense	181		125		497		363
Total other expenses	29,896		29,093		89,339		88,029
Net loss	$	( 1,578 )	$	( 3,155 )	$	( 5,638 )	$	( 9,468 )

10. Commitments and Contingencies

From time to time, the Company may be a party to legal proceedings in the ordinary course of, or incidental to the normal course of, its business, including proceedings to enforce its contractual or statutory rights. While the Company cannot predict the outcome of these legal proceedings with certainty, based upon currently available information, the Company does not believe the final outcome of any pending or threatened legal proceeding will have a material adverse effect on its results of operations or financial condition.

The Company’s Advisor has approximately 1.3 million shares of Restricted Stock that were issued through December 31, 2016 under the Company’s Expense Support Agreement that were treated as unissued for financial reporting purposes as the applicable vesting criteria had not been met as of September 30, 2025. Refer to Note 7. “Related Party Arrangements” for information on distributions declared related to these Restricted Stock shares. The termination of the Expense Support Agreement in June 2023 did not impact the previously issued Restricted Stock.

CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

11. Subsequent Events

On November 4, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sonida Senior Living, Inc. (“Sonida Senior Living”) whereby Sonida Senior Living will acquire 100 % of the outstanding common stock of the Company in a cash and stock transaction valued at approximately $ 1.80 billion. Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock will be converted into shares of Sonida Senior Living common stock based on an exchange ratio set forth in the Merger Agreement and $ 2.32 in cash. The exchange ratio is subject to collar mechanisms depending on the trading price of Sonida Senior Living common stock, as set forth in the Merger Agreement.

The acquisition transaction is subject to customary closing conditions for each of the Company and Sonida Senior Living, including approval by the Company’s stockholders, approval by Sonida Senior Living’s stockholders, regulatory consents, authorization for listing the new shares of Sonida Senior Living common stock, effectiveness of a registration statement, and absence of material adverse effects for either Sonida Senior Living or the Company, respectively. Additional conditions to the Company’s obligation to close the transaction include placement of director and officer insurance, board appointments, and equity financing. Additional conditions to Sonida Senior Living’s obligation to close the transaction include a transition services agreement not having been terminated, delivery of a plan of liquidation and delivery of an opinion regarding the Company’s status as a REIT. Either party may terminate the agreement under certain conditions.

For additional information on the Merger Agreement, please refer to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Concerning Forward-Looking Statements

Statements contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2025 that are not statements of historical or current fact may constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements are statements that do not relate strictly to historical or current facts but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and performance, the economy, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “may,” “will,” “seeks,” “should,” “could,” the negative of such terms and words and terms of similar substance in connection with discussions of future operating or financial performance, the transaction contemplated by the Merger Agreement (as defined below), between the Company and Sonida Senior Living, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimates of per share net asset value of the Company’s common stock, macroeconomic conditions including inflation and interest rates and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.

Important factors that could cause the Company's actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to government regulation, economic, strategic, political and social conditions and the following:

• a worsening economic environment in the U.S. or globally, including continued or increasing inflation, interest rate increases or financial market fluctuations;

• risks and uncertainties associated with the Company’s and Sonida Senior Living’s ability to complete the proposed Transactions (as defined below) on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the Transactions;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (as defined below);

• diversion of the attention of management from ongoing business operations;

• significant transaction costs and/or unknown or inestimable liabilities related to the Transactions;

• the risk of litigation, including shareholder litigation, in connection with the proposed Transactions, including any resulting expense or delay;

• risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the Transactions;

• effects relating to the announcement of the Transactions or any further announcements or the consummation of the Transactions on the price of Sonida Senior Living’s common stock or on each company’s respective relationships with tenants, employees, joint venture partners and third parties;

• risks associated with the Company’s investment strategy, including its concentration in the seniors housing sector;

• the illiquidity of an investment in the Company’s stock;

• liquidation at less than the subscription price of the Company’s stock;

• the impact of regulations requiring periodic valuation of the Company on a per share basis, including the uncertainties inherent in such valuations and that the amount that a stockholder would ultimately realize upon liquidation may vary significantly from the Company’s estimated net asset value;

• risks associated with real estate markets, including declining real estate values and rising insurance costs;

• risks associated with reliance on the Company’s advisor and its affiliates, including conflicts of interest;

• the Company’s failure to repay, obtain, renew, refinance or extend necessary financing or to access the debt or equity markets;

• disruptions from cybersecurity incidents;

• costs resulting from damaging weather events and climate change;

• the use of debt to finance the Company’s business activities, including repayment, refinancing and interest rate risk and the Company’s failure to comply with debt covenants;

• competition for properties and/or tenants;

• defaults on or non-renewal of leases by tenants;

• failure to lease properties on favorable terms or at all;

• the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties;

• the impact of changes in accounting rules;

• inaccuracies of the Company’s accounting estimates;

• unknown liabilities of acquired properties or liabilities caused by property managers or operators;

• material adverse actions or omissions by any joint venture partners;

• consequences of the Company’s net operating losses;

• increases in operating costs and other expenses;

• uninsured losses or losses in excess of the Company’s insurance coverage;

• the impact of outstanding and/or potential litigation;

• risks associated with the Company’s tax structuring; and

• failure to qualify for and maintain the Company’s qualification as a REIT for federal income tax purposes.

Given these uncertainties, the Company cautions you not to place undue reliance on forward-looking information.

For further information regarding risks and uncertainties associated with the Company’s business and other important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described in the Company’s reports filed from time to time with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, a copy of which may be obtained from the Company’s website at www.cnlhealthcareproperties.com, as supplemented by the risks and uncertainties identified under Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.

Introduction

The following discussion is based on the condensed consolidated financial statements as of September 30, 2025 (unaudited) and December 31, 2024. Amounts as of December 31, 2024 included in the unaudited condensed consolidated balance sheets have been derived from the audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed consolidated balance sheets and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

CNL Healthcare Properties, Inc. is a Maryland corporation that elected to be taxed as a REIT for U.S. federal income tax purposes. We have and intend to continue to be organized and operate in a manner that allows us to remain qualified as a REIT for federal income tax purposes. The terms “us,” “we,” “our,” “Company” and “CNL Healthcare Properties” include CNL Healthcare Properties, Inc. and each of its subsidiaries.

Substantially all of our assets are held by, and all operations are conducted, either directly or indirectly, through: (1) the Operating Partnership in which we are the sole limited partner and our wholly owned subsidiary, CHP GP, LLC, is the sole general partner; (2) a wholly owned TRS, CHP TRS Holding, Inc.; (3) property owner subsidiaries and lender subsidiaries, which are single purpose entities; and (4) through November 1, 2024, an investment in a consolidated joint venture.

We are externally managed and advised by CNL Healthcare Corp. (the “Advisor”). Our Advisor has responsibility for our day-to-day operations, serving as our consultant in connection with policy decisions to be made by our board of directors, and for identifying, recommending and executing on Possible Strategic Alternatives (as described below under “Possible Strategic Alternatives”), and dispositions on our behalf pursuant to the Advisory Agreement. In June 2023, we amended the Advisory Agreement and extended it through June 2025. On May 7, 2025, the Company, the Operating Partnership and the Advisor agreed to renew the Advisory Agreement for a one-year term ending June 30, 2026. For additional information on our Advisor, its affiliates or other related parties, as well as the fees and reimbursements we pay, see Note 7 . “Related Party Arrangements.”

As of September 30, 2025, our seniors housing investment portfolio consisted of interests in 70 properties, consisting of a geographically diversified portfolio of 69 seniors housing communities and one vacant land parcel. The types of seniors housing properties that we own include independent and assisted living facilities, continuing care retirement communities and Alzheimer’s/memory care facilities.

Possible Strategic Alternatives

In 2017, we began evaluating possible strategic alternatives to provide liquidity to our stockholders. In April 2018, our board of directors formed a special committee consisting solely of our independent directors (“Special Committee”) to consider possible strategic alternatives, including, but not limited to (i) the listing of our or one of our subsidiaries’ common stock on a national securities exchange; (ii) an orderly disposition of our assets or one or more of our asset classes and the distribution of the net sale proceeds thereof to our stockholders; and (iii) a potential business combination or other transaction with a third-party or parties that provides our stockholders with cash and/or securities of a publicly traded company (collectively, among other options, “Possible Strategic Alternatives”). Since 2018, the Special Committee has engaged KeyBanc Capital Markets Inc. to act as its financial advisor in connection with exploring our Possible Strategic Alternatives.

In connection with our consideration of the Possible Strategic Alternatives, our board of directors suspended both our Reinvestment Plan and our common stock redemption plan (“Redemption Plan”) effective July 11, 2018. In addition, as part of executing on Possible Strategic Alternatives, our board of directors committed to a plan to sell 70 properties, consisting of medical office buildings, post-acute care facilities, acute care hospitals and several skilled nursing facilities across the U.S. The Company completed the sale of the last of the 70 properties in 2022.

On November 4, 2025, we entered into the Merger Agreement with Sonida Senior Living whereby Sonida Senior Living will acquire 100% of the outstanding common stock of the Company in a cash and stock transaction valued at approximately $1.8 billion. Under the terms of the Merger Agreement, each outstanding share of our common stock will be converted into shares of Sonida Senior Living common stock based on an exchange ratio, as defined in the Merger Agreement, and $2.32 in cash. The exchange ratio is subject to collar mechanisms depending on the trading price of Sonida Senior Living common stock, set forth in the Merger Agreement.

The acquisition transaction is subject to customary closing conditions for each of the Company and Sonida Senior Living, including approval by our stockholders, approval by Sonida Senior Living’s stockholders, regulatory consents, authorization for listing of the new shares of Sonida Senior Living common stock, effectiveness of a registration statement, and absence of material adverse effects for either Sonida Senior Living or the Company, respectively. Additional conditions to the Company’s obligation to close the transaction include placement of director and officer insurance, board appointments, and consummation of an equity financing by Sonida Senior Living. Additional conditions to Sonida Senior Living’s obligation to close the transaction include a transition services agreement not having been terminated, delivery of a plan of liquidation and delivery of an opinion regarding the Company’s status as a REIT. Either party may terminate the agreement under certain conditions. Assuming all closing conditions are met, we anticipate closing on the merger transaction in the second quarter of 2026. However, there can be no assurance that the closing conditions will be satisfied or that the merger agreement will be consummated.

For additional information on the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on November 5, 2025.

Seniors Housing Portfolio

Our remaining investment focus is in seniors housing communities. We have invested in or developed the following types of seniors housing properties:

Independent Living Facilities . Independent living facilities are age-restricted, multi-family rental or ownership (condominium) housing with central dining facilities that provide residents, as part of a monthly fee, meals and other services such as housekeeping, linen service, transportation, social and recreational activities.

Assisted Living Facilities . Assisted living facilities are usually state-regulated rental properties that provide the same services as independent living facilities, but also provide, in a majority of the units, supportive care from trained employees to residents who are unable to live independently and require assistance with activities of daily living. The additional services may include assistance with bathing, dressing, eating, and administering medications.

Memory Care/Alzheimer’s Facilities. Those suffering from the effects of Alzheimer’s disease or other forms of memory loss need specialized care. Memory care/Alzheimer’s centers provide the specialized care for this population including residential housing and assistance with the activities of daily living.

Portfolio Overview

As of September 30, 2025, our healthcare investment portfolio consisted of interests in 70 properties, comprising 69 seniors housing communities and one vacant land parcel.

We believe demographic trends and compelling supply and demand indicators present a strong case for an investment focus on seniors housing real estate and real estate-related assets. Our seniors housing investment portfolio is geographically diversified with properties in 26 states. The map below shows our seniors housing investment portfolio across geographic regions as of November 12, 2025:

CHP Portfolio Map - 70 Invest. as 11.12.2025.jpg

The following table summarizes our seniors housing investment portfolio by investment structure as of November 12, 2025:


Type of Investment	Number of Investments	Amount of Investments (in millions)		Percentage of Total Investments
Consolidated investments:
Seniors housing leased (1)	15	$	311.0	17.8	%
Seniors housing managed (2)	54	1,429.1		82.1
Vacant land	1	1.1		0.1
	70	$	1,741.2	100.0	%

________________________________

FOOTNOTES:

(1) Properties that are leased to third-party tenants for which we report rental income and related revenues.

(2) Properties that are leased to TRS entities and managed pursuant to third-party management contracts (i.e. RIDEA structure) where we report resident fees and services, and the corresponding property operating expenses.

Portfolio Evaluation

While we are not directly impacted by the performance of the underlying properties leased to third-party tenants, we believe that the financial and operational performance of our tenants provides an indication about the stability of our tenants and their ability to pay rent. To the extent that our tenants, managers or joint venture partners experience operating difficulties and become unable to generate sufficient cash to make rent payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Our tenants and managers are generally contractually required to provide this information to us in accordance with their respective lease and/or management agreements. Therefore, in order to mitigate the aforementioned risk, we monitor our investments through a variety of methods determined by the type of property.

We monitor the credit of our tenants to stay abreast of any material changes in credit quality. We monitor credit quality by (1) reviewing financial statements that are required to be delivered to us under the applicable lease, (2) direct interaction with onsite property managers, (3) monitoring news and rating agency reports regarding our tenants (or their parent companies) and their underlying businesses, (4) monitoring the timeliness of rent collections and (5) monitoring lease coverage.

When evaluating the performance of our seniors housing portfolio, management reviews property-level operating performance versus budgeted expectations, conducts periodic operational review calls with operators and conducts periodic property inspections or site visits. Management also reviews occupancy levels and monthly revenue per occupied unit, which we define as total revenue divided by average number of occupied units. Similarly, when evaluating the performance of our third-party operators, management reviews monthly financial statements, property-level operating performance versus budgeted expectations, conducts periodic operational review calls with operators and conducts periodic property inspections or site visits. All of the aforementioned operating and statistical metrics assist us in determining the ability of our properties or operators to achieve market rental rates, to assess the overall performance of our diversified healthcare portfolio, and to review compliance with leases, debt, licensure, real estate taxes, and other collateral.

Significant Tenants and Operators

Our real estate portfolio of 69 seniors housing properties is operated by a mix of national or regional operators and the following represents the significant tenants and operators that lease or manage 10% or more of our rentable space as of November 12, 2025, excluding the vacant land parcel:


Tenants	Number of Properties	Rentable Square Feet (in thousands)	Percentage of Rentable Square Feet		Lease Expiration Year
TSMM Management, LLC	13	1,261	77.5	%	2030
Wellmore, LLC	2	366	22.5		2031-2032
	15	1,627	100.0	%

Operators	Number of Properties	Rentable Square Feet (in thousands)	Percentage of Rentable Square Feet		Operator Expiration Year
Integrated Senior Living, LLC	7	1,948	30.8	%	2026
Prestige Senior Living, LLC	13	895	14.2		2026
Morningstar Senior Management, LLC	4	834	13.2		2026
Other operators (1)	30	2,645	41.8		2026-2029
	54	6,322	100.0	%

_____________________________

FOOTNOTE:

(1) Comprised of various operators, each of which comprise less than 10% of our consolidated rentable square footage.

Tenant Lease Expirations

As of September 30, 2025, we owned 15 seniors housing properties that were leased to third party tenants under triple-net operating leases. In May 2025, we entered into new leases with one tenant covering 13 of our properties that were scheduled to expire in May and December 2025. The new leases will expire in May 2030. During the nine months ended September 30, 2025, our rental income represented approximately 7.3% of our total revenues.

Under the terms of our triple-net lease agreements, each tenant is responsible for payment of property taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof expenses. Each tenant is expected to pay real estate taxes directly to the taxing authorities. However, if the tenant does not pay the real estate taxes, we are liable.

We work with our tenants in advance of the lease expirations or renewal period options in order for us to maintain a balanced lease rollover schedule and high occupancy levels, as well as to enhance the value of our properties through extended lease terms. Certain amendments or modifications to the terms of existing leases could require lender approval.

The following table lists, on an aggregate basis, scheduled expirations for the remainder of 2025, each of the next nine years and thereafter on our consolidated seniors housing portfolio, assuming that none of the tenants exercise any of their renewal options (in thousands, except for number of properties and percentages):


Year of Expiration (1)	Number of Properties	Expiring Leased Square Feet	Expiring Annualized Base Rents (2)		Percentage of Expiring Annual Base Rents
2025	—	—	$	—	—	%
2026	—	—	—		—
2027	—	—	—		—
2028	—	—	—		—
2029	—	—	—		—
2030	13	1,261	18,598		67.0
2031	1	137	3,936		14.1
2032	1	229	5,237		18.9
2033	—	—	—		—
2034	—	—	—		—
Thereafter	—	—	—		—
Total	15	1,627	$	27,771	100.0	%

Weighted Average Remaining Lease Term: (3)			5.3 years

_______________________________

FOOTNOTES:

(1) Represents current lease expiration and does not take into consideration lease renewals available under existing leases at the option of the tenants.

(2) Represents the current base rent, excluding the impact of future rent increases included in leases, multiplied by 12 and included in the year of expiration.

(3) Weighted average remaining lease term is the average remaining term weighted by annualized current base rents.

Operator Expirations

As of September 30, 2025, we had 54 seniors housing properties managed by third-party operators. Nearly all of our management agreements have been in place for multiple years, and some include annual auto-renewal clauses which are effective unless a notice of termination is provided by either party. We work with our operators in advance of management agreement expirations or renewal period options in order for us to maintain a balanced operator rollover schedule, which provides us flexibility to execute on possible strategic alternatives, minimize potential early termination fees and align with the broader industry. The management agreements for 20 of our managed seniors housing properties are scheduled to expire within one year or less, all of which are expected to be renewed.

Liquidity and Capital Resources

General

Our ongoing primary source of capital is proceeds from operating cash flows. Our primary uses of capital include the payment of distributions, payment of operating expenses, funding capital improvements to existing properties and payment of debt service. Generally, we expect to meet short-term working capital needs from our cash flows from operations. As necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.

Weighted average occupancy was higher during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Rate increases at our properties as part of ongoing resident lease renewals combined with improved occupancy, as compared to 2024, resulted in an increase in revenues and NOI margins during the nine months ended September 30, 2025.

Macro-economic and geopolitical events around the globe, in addition to a higher for longer interest rate environment, contributed to volatile credit markets in recent years. We have used and may continue to use interest rate caps and swaps for interest rate protection on a portion of our variable rate debt and continue to monitor opportunities to further protect the remaining unhedged variable rate debt.

As of September 30, 2025, we had approximately $92.7 million of liquidity (consisting of $57.7 million cash on hand and $35.0 million in undrawn availability under the 2023 Revolving Credit Facility). We remain focused on maintaining liquidity and financial flexibility and continue to prioritize improving occupancy and implementing market rate increases to improve property net operating income. The rate of revenue growth, volatility in the credit markets and the current interest rate environment have impacted and may continue to impact our sources and uses of capital, financial condition, results of operations and cash flows.

We previously pledged certain of our properties in connection with our borrowings and may strategically leverage our real estate and use debt financing to provide additional funds for the payment of distributions to stockholders, working capital and for other corporate purposes. Our ability to increase our borrowings could be adversely affected by credit market conditions and the current interest rate environment, which could result in lenders reducing or limiting funds available for loans, including loans collateralized by real estate. We may also be negatively impacted by interest rate levels on our unhedged variable rate debt or the timing of when we seek to refinance existing debt. As part of our variable debt hedging strategy, we have purchased interest rate caps and swaps for interest rate protection. We continue to monitor the credit markets and continue to evaluate the need and the timing for additional interest rate protection in the form of interest rate caps or swaps on unhedged variable rate debt or variable rate debt with interest rate protection scheduled to mature.

Sources of Liquidity and Capital Resources

Borrowings

During the nine months ended September 30, 2025, we borrowed $16.0 million from our 2023 Revolving Credit Facility to repay approximately $15.8 million of secured indebtedness in advance of its February 2026 maturity. There were no borrowings during the nine months ended September 30, 2024.

Net Cash Provided by Operating Activities

Cash flows from operating activities for the nine months ended September 30, 2025 and 2024 were approximately $43.9 million and $31.0 million, respectively. The change in cash flows from operating activities for the nine months ended September 30, 2025 as compared to the same period in 2024 was primarily the result of the following:

• an increase in property NOI, related to our seniors housing properties due to higher average occupancy and rate increases during 2025; and

• favorable changes in operating assets and liabilities across periods.

Lease Renewals

In May 2025, we entered into new leases with one tenant covering 13 of our properties that were scheduled to expire in May and December 2025. The new leases with the same tenant will expire in May 2030 and each lease has one five-year renewal option. We do not have any leases expiring until 2030.

Uses of Liquidity and Capital Resources

Capital Expenditures

We paid approximately $11.2 million and $9.2 million in capital expenditures during the nine months ended September 30, 2025 and 2024, respectively. We continue to invest in capital improvements to maintain and improve our properties.

Debt Repayments

During the nine months ended September 30, 2025 and 2024, we paid approximately $15.9 million and $0.7 million, respectively, of repayments on our mortgages and other notes payable. Amounts paid during the nine months ended September 30, 2025 included the March 2025 repayment of approximately $15.8 million of secured indebtedness in advance of its scheduled maturity date of February 2026, which consisted of debt collateralized by five properties. We used $16.0 million from amounts available under the unsecured 2023 Revolving Credit Facility to repay this indebtedness. In April 2025 and March 2024, we used cash on hand to pay down approximately $5.0 million and $10.0 million, respectively, of amounts outstanding under our 2023 Revolving Credit Facility.

The following is a schedule of future principal payments for our total indebtedness for the remainder of 2025, each of the next four years and thereafter, in the aggregate, as of September 30, 2025 (in thousands):


2025	$	—
2026	565,000
2027	—
2028	—
2029	—
Thereafter	—
	$	565,000

On an ongoing basis, we monitor our debt maturities, engage in dialogue with third-party lenders about various financing scenarios and analyze our overall portfolio borrowings in advance of scheduled maturity dates of the debt obligations to determine the optimal borrowing strategy.

As of September 30, 2025, we had approximately $92.7 million of liquidity (consisting of $57.7 million cash on hand and $35.0 million available under the 2023 Revolving Credit Facility). As of September 30, 2025, we do not have any scheduled principal payments or debt maturities during the remainder of 2025.

We had approximately $565.0 million outstanding under our 2023 Credit Facilities as of the balance sheet date which mature in May 2026. As of the balance sheet date, we do not have sufficient cash on hand to satisfy these obligations. Based on our historical experience in the debt market, and initial indications from the market and discussions with existing and potential lenders, we believe it is probable we will be successful in refinancing the amounts outstanding under the 2023 Credit Facilities. Our low leverage profile, along with current and anticipated cash flows, are expected to be sufficient to support a refinancing of the current outstanding indebtedness while maintaining reasonable debt service coverage ratios. There can be no assurance that the refinancing will occur or will occur on terms similar to those of the 2023 Credit Facilities. If sufficient refinancing cannot be arranged under an unsecured facility to satisfy the outstanding obligations due in May 2026, it may impact our ability to continue operations. We believe we have other options to meet our obligation. These other options include, but are not limited to, refinancing with lending institutions as a secured loan facility, issuing mortgages collateralized by unencumbered properties in our portfolio and/or selling all or a portion of our properties and using net sales proceeds to satisfy the obligation.

The aggregate amount of long-term financing is not expected to exceed 60% of our gross asset values (as defined in our 2023 Credit Facilities agreement) on an annual basis. As of September 30, 2025 and December 31, 2024, we had aggregate debt leverage ratios of approximately 29.5% and 30.1%, respectively, of the aggregate gross carrying value of our assets.

The 2023 Credit Facilities contain affirmative, negative, and financial covenants which are customary for loans of this type, including (but not limited to): (i) maximum leverage, (ii) minimum fixed charge coverage ratio, (iii) minimum consolidated net worth, (iv) restrictions on payments of cash distributions except if required by REIT requirements, (v) maximum secured indebtedness, (vi) maximum secured recourse debt, (vii) minimum unsecured interest coverage, (viii) maximum unsecured indebtedness ratio and (ix) limitations on certain types of investments and with respect to the pool of properties supporting borrowings under the 2023 Credit Facilities, minimum weighted average occupancy, and remaining lease terms, as well as property type, MSA, operator, and asset value concentration limits. The limitations on distributions generally include a limitation on the extent of allowable distributions, which are not to exceed the greater of 70% of adjusted FFO (as defined per the 2023 Credit Facilities) and the minimum amount of distributions required to maintain the Company’s REIT status. As of September 30, 2025, we were in compliance with all financial covenants related to our 2023 Credit Facilities.

Distributions

In order to qualify as a REIT, we are required to make distributions, other than capital gain distributions, to our stockholders each year in the amount of at least 90% of our taxable income. We may make distributions in the form of cash or other property, including distributions of our own securities. While we generally expect to pay distributions from cash flows provided by operating activities, we have and may continue to cover periodic shortfalls between distributions paid and cash flows from operating activities with proceeds from other sources; such as from cash flows provided by financing activities, a component of which could include borrowings, whether collateralized by our properties or unsecured, or net sales proceeds from the sale of real estate.

The following table presents total cash distributions declared and cash distributions per share on a quarterly basis for the nine months ended September 30, 2025 and 2024 (in thousands, except per share data):


Periods	Cash Distributions per Share		Total Cash Distributions Declared (1)		Cash Flows Provided by Operating Activities (2)
2025 Quarters
First	$	0.02560	$	4,453	$	14,300
Second	0.02560		4,453		16,165
Third	0.02560		4,453		13,427
Total	$	0.07680	$	13,359	$	43,892

2024 Quarters
First	$	0.02560	$	4,453	$	7,148
Second	0.02560		4,453		13,505
Third	0.02560		4,453		10,312
Total	$	0.07680	$	13,359	$	30,965

_______________________________

FOOTNOTES:

(1) For the nine months ended September 30, 2025 and 2024, our net loss attributable to common stockholders was approximately $5.6 million and $9.5 million, respectively, while total cash distributions declared for each of the periods were approximately $13.4 million. For the nine months ended September 30, 2025 and 2024, 100% of cash distributions declared to stockholders were considered to be funded with cash provided by operating activities as calculated on a quarterly basis for GAAP purposes.

(2) Cash flows from operating activities calculated in accordance with GAAP are not necessarily indicative of the amount of cash available to pay distributions and as such our board of directors uses other measures such as FFO and MFFO in order to evaluate the level of distributions.

Results of Operations

We are not aware of other material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from the operation of properties, other than those referred to in the risk factors identified in “Part II, Item 1A” of this report and the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024.

The following discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto.

Quarter and nine months ended September 30, 2025 as compared to the quarter and nine months ended September 30, 2024

As of September 30, 2025 and 2024, excluding our vacant land, we owned 69 consolidated operating investment properties, respectively.


	Investment count as of September 30,
Consolidated operating investment types:	2025	2024
Seniors housing leased	15	15
Seniors housing managed	54	54

	69	69

Rental Income and Related Revenues. Rental income and related revenues were approximately $7.6 million and $21.4 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $6.9 million and $20.5 million for the quarter and nine months ended September 30, 2024, respectively. The increase in revenue during the quarter and nine months ended September 30, 2025 as compared to the quarter and nine months ended September 30, 2024 was primarily due to the new leases executed in May 2025 with one tenant related to 13 properties as well as percentage rent recognized during the quarter and nine months ended September 30, 2025.

Resident Fees and Services. Resident fees and services income was approximately $91.7 million and $270.9 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $85.9 million and $252.2 million for the quarter and nine months ended September 30, 2024, respectively. The increase in revenue during the quarter and nine months ended September 30, 2025, as compared to the quarter and nine months ended September 30, 2024, was primarily due to an increase in average occupancy and increases in rates charged to our residents.

Property Operating Expenses. Property operating expenses were approximately $66.4 million and $195.2 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $62.6 million and $181.8 million for the quarter and nine months ended September 30, 2024, respectively. Property operating expenses increased during the quarter and nine months ended September 30, 2025, as compared to the quarter and nine months ended September 30, 2024, primarily due to an increase in average occupancy.

General and Administrative Expenses . General and administrative expenses were approximately $2.5 million and $7.1 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $1.8 million and $6.3 million for the quarter and nine months ended September 30, 2024, respectively. General and administrative expenses were comprised primarily of personnel expenses of affiliates of our Advisor, directors’ and officers’ insurance, franchise taxes, sales taxes, accounting and legal fees, and board of director fees.

Asset Management Fees . We incurred asset management fees of approximately $3.5 million and $10.4 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $3.3 million and $10.0 million for the quarter and nine months ended September 30, 2024, respectively.

Property Management Fees. We incurred property management fees payable to our third-party property managers of approximately $4.5 million and $13.4 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $4.3 million and $12.4 million for the quarter and nine months ended September 30, 2024, respectively. The property management fees are based on a percentage of revenues under the property management agreement and the increase across periods is reflective of the increase in average occupancy and resident fees and service revenue over the same period as described above.

Depreciation and Amortization. Depreciation and amortization expenses were approximately $12.9 million and $38.8 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $12.6 million and $37.8 million for the quarter and nine months ended September 30, 2024, respectively. Depreciation and amortization expenses are comprised of depreciation and amortization of the buildings, equipment, land improvements and in-place leases related to our real estate portfolio. The increase during the nine months ended September 30, 2025 was due to increased capital purchases made to maintain and improve our properties.

Interest Expense and Loan Cost Amortization . Interest expense and loan cost amortization were approximately $10.9 million and $33.0 million for the quarter and nine months ended September 30, 2025, respectively, as compared to approximately $11.5 million and $34.6 million for the quarter and nine months ended September 30, 2024, respectively. The decrease in interest expense and loan cost amortization was primarily due to a decline in weighted average debt outstanding and a decline in interest rates in the latter part of 2024.

Net Operating Income

We generally expect to meet future cash needs for general and administrative expenses, debt service and distributions from NOI. We define NOI, a non-GAAP measure, as total revenues less the property operating expenses and property management fees from managed properties. We use NOI as a key performance metric for internal monitoring and planning purposes, including the preparation of annual operating budgets and monthly operating reviews, as well as to facilitate analysis of future investment and business decisions. It does not represent cash flows from operating activities in accordance with GAAP and should not be considered to be an alternative to net income or loss (determined in accordance with GAAP) as an indication of our operating performance or to be an alternative to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity. We believe the presentation of this non-GAAP measure is important to the understanding of our operating results for the periods presented because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We aggregate NOI on a “same store” basis for comparable properties that we have owned during the entirety of all periods presented. The chart below presents a reconciliation of our net income to NOI for the quarter and nine months ended September 30, 2025 and 2024 (in thousands) and the amount invested in properties as of September 30, 2025 and 2024 (in millions):


	Quarter Ended								Nine Months Ended
	September 30,				Change				September 30,				Change
	2025		2024		$		%		2025		2024		$		%
Net loss	$	(1,578)	$	(3,155)					$	(5,638)	$	(9,468)
Adjusted to exclude:
General and administrative expenses	2,537		1,841						7,054		6,251
Asset management fees	3,452		3,337						10,393		10,011

Depreciation and amortization	12,901		12,619						38,810		37,785

Other expense	10,825		11,171						32,585		33,619
Income tax expense	181		125						497		363



Same Store NOI	$	28,318	$	25,938	$	2,380	9.2	%	$	83,701	$	78,561	$	5,140	6.5	%
Invested in operating properties, end of period (in millions)	$	1,740	$	1,739					$	1,740	$	1,739

Overall, our NOI for the nine months ended September 30, 2025 increased by approximately $5.1 million as compared to the nine months ended September 30, 2024. NOI increased primarily due to an increase in average occupancy and increases in rates charged to our residents during the nine months ended September 30, 2025, partially offset by higher operating expenses.

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, (“NAREIT”) promulgated a measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards approved by the Board of Governors of NAREIT. NAREIT defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, real estate asset impairment write-downs, plus depreciation and amortization of real estate related assets, and after adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value of the property. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income or loss. However, FFO and MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or loss in its applicability in evaluating operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses for business combinations from a capitalization/depreciation model) to an expensed-as-incurred model that were put into effect in 2009, and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP and accounted for as operating expenses. Our management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. Due to the above factors and other unique features of publicly registered, non-listed REITs, the IPA has standardized a measure known as modified funds from operations (“MFFO”) which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we acquired our properties and once our portfolio is in place. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: MFFO, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income or loss: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted from a GAAP accrual basis in order to reflect such payments on a cash basis of amounts expected to be received for such lease and rental payments); contingent purchase price consideration adjustments; accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income or loss; gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income or loss in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized.

Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income or loss. These expenses are paid in cash by us. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property.

Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. For example, acquisition costs are funded from our subscription proceeds and other financing sources and not from operations.

By excluding expensed acquisition costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different non-listed REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way and as such comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income (or loss) or income (or loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations, as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

The following table presents a reconciliation of net income to FFO and MFFO for the quarter and nine months ended September 30, 2025 and 2024 (in thousands, except per share data):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net loss attributable to common stockholders	$	(1,578)	$	(3,174)	$	(5,638)	$	(9,511)
Adjustments:
Depreciation and amortization	12,901		12,619		38,810		37,785


FFO adjustments attributable to noncontrolling interests (1)	—		(12)		—		(36)
FFO attributable to common stockholders	11,323		9,433		33,172		28,238
Straight-line rent adjustments (2)	143		513		1,153		1,331

Realized loss on extinguishment of debt (3)	—		—		56		—

MFFO adjustments attributable to noncontrolling interests	—		—		—		(1)
MFFO attributable to common stockholders	$	11,466	$	9,946	$	34,381	$	29,568
Weighted average number of shares of common stock outstanding (basic and diluted)	173,942		173,942		173,942		173,942
Net loss per share (basic and diluted)	$	(0.01)	$	(0.02)	$	(0.03)	$	(0.05)
FFO per share (basic and diluted)	$	0.06	$	0.05	$	0.19	$	0.16
MFFO per share (basic and diluted)	$	0.07	$	0.06	$	0.20	$	0.17

______________________________

FOOTNOTES:

(1) On November 1, 2024, we acquired the remaining 5% noncontrolling interest in our consolidated joint venture from our co-venture partner and currently own a 100% interest in this joint venture. We no longer have any noncontrolling interests.

(2) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income or expense recognition that is significantly different than underlying contract terms. By adjusting for these items (from a GAAP accrual basis in order to reflect such payments on a cash basis of amounts expected to be received for such lease and rental payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

(3) Management believes that adjusting for the realized loss on the extinguishment of debt, hedges or other derivatives is appropriate because the adjustments are not reflective of our ongoing operating performance and, as a result, the adjustments better align results with management’s analysis of operating performance.

Related Party Transactions

See Item 1. “Condensed Consolidated Financial Information” and our Annual Report on Form 10-K for the year ended December 31, 2024 for a summary of our related party transactions.

Critical Accounting Policies and Estimates

See Item 1. “Condensed Consolidated Financial Information” and our Annual Report on Form 10-K for the year ended December 31, 2024 for a summary of our critical accounting policies and estimates. There were no material changes to our critical accounting policies and estimates during the quarter ended September 30, 2025.

Recent Accounting Pronouncements

See Item 1. “Condensed Consolidated Financial Information” for a summary of the impact of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We may be exposed to interest rate changes primarily as a result of the long-term debt we used to acquire properties and other permitted investments, as well as impacts of volatile credit markets and an interest rate environment. Our management objectives related to interest rate risk are to limit the impact of interest rate changes on earnings and on operating cash flows. To achieve our objectives, we borrow at fixed rates or variable rates with the lowest margins available, and in some cases, with the ability to convert from variable rates to fixed rates. With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.

The following is a schedule as of September 30, 2025 of our fixed and variable rate debt maturities for the remainder of 2025, and each of the next four years and thereafter (principal maturities only) (in thousands):


	Expected Maturities
	2025		2026		2027		2028		2029		Thereafter		Total		Fair Value (1)


Variable rate debt	$	—	$	565,000	$	—	$	—	$	—	$	—	$	565,000	$	565,000
Average interest rate on variable rate debt (2)	—		2.35% +Term SOFR		—		—		—		—		2.35% +Term SOFR

____________

FOOTNOTES:

(1) The estimated fair value of our variable rate debt was determined using discounted cash flows based on market interest rates as of September 30, 2025. We determined market rates through discussions with our existing lenders by pricing our loans with similar terms and current rates and spreads.

(2) Term SOFR is defined in the agreements governing our 2023 Credit Facilities.

Management estimates that a hypothetical one-percentage point increase in variable rates compared to variable rates as of September 30, 2025, disregarding the impact of our interest rate protection in place, would increase interest expense by approximately $5.7 million on an annualized basis based on variable rate debt outstanding as of September 30, 2025. This sensitivity analysis contains certain simplifying assumptions, and although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results and actual results will likely vary given that our sensitivity analysis on the effects of changes in SOFR does not factor in a potential change in variable rate debt levels or interest rate protection provided by interest rate caps and swaps.

As of September 30, 2025, the Company’s debt is comprised of approximately 65.0% in variable rate debt with current interest rate protection and approximately 35.0% of unhedged variable rate debt. The remaining unhedged variable rate debt relates to our 2023 Credit Facilities. Overall, we believe longer term fixed rate debt could be beneficial in a rising interest rate or rising inflation rate environment and as such we continue to evaluate the need for additional interest rate protection on unhedged variable rate debt or variable rate debt with interest rate protection scheduled to mature.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there were no changes in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be a party to legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including proceedings to enforce our contractual or statutory rights. While we cannot predict the outcome of these legal proceedings with certainty, based upon currently available information, we do not believe the final outcome of any pending or threatened legal proceeding will have a material adverse effect on our results of operations or financial condition.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Risks Relating to the Acquisition Transaction

The exchange ratio for the shares of Company common stock in exchange for shares of Sonida Senior Living Common Stock is subject to a collar. If the applicable price of Sonida Senior Living common stock falls outside of the applicable collar, the number of shares to be issued will be fixed. As a result, the Company’s stockholders cannot be certain of the value of the stock consideration that they may receive following the Transactions.

On November 4, 2025, the Company entered into the Merger Agreement with Sonida Senior Living, CHP Merger Corp., a Maryland corporation and a wholly-owned subsidiary of the Company (“CNL Merger Sub”), SSL Sparti LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Sonida Senior Living (“HoldCo”), and Sparti Merger Sub, Inc., a Maryland corporation, and a wholly-owned subsidiary of HoldCo and an indirect wholly-owned subsidiary of Sonida Senior Living (“SNDA Merger Sub”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with applicable law, for the acquisition of the Company by Sonida Senior Living for a combination of Sonida Senior Living’s common stock and cash (the acquisition and the other transactions contemplated by the Merger Agreement, the “Transactions”). The Transactions will be accomplished through the following steps: (i) the Company will sell to SNDA Merger Sub equity interests in certain subsidiaries of the Company (the “Equity Purchase”) in exchange for shares of common stock, $0.01 par value per share, of Sonida Senior Living (“Parent Common Stock”), (ii) CNL Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “First Merger”), (iii) the Company will adopt a plan of liquidation, in a form reasonably satisfactory to Sonida Senior Living (the “Plan of Liquidation”), substantially concurrently with the effective time of the First Merger, and (iv) on the next business day, the Company will merge with and into SNDA Merger Sub, with SNDA Merger Sub surviving as a wholly-owned subsidiary of Sonida Senior Living after the Second Merger.

Pursuant to the terms and conditions of the Merger Agreement, as a result of the Transactions, each share of common stock, $0.01 par value per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the First Merger (other than shares held by Sonida Senior Living or any of its subsidiaries or any wholly owned subsidiary of the Company) will be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio (such shares of Parent Common Stock, the “Per Share Stock Consideration”) and $2.32 in cash (the “Per Share Cash Consideration”). The “Exchange Ratio” will be determined based on the quotient obtained by dividing $4.58 by the volume-weighted average trading price of the Parent Common Stock on the New York Stock Exchange for the ten trading days ending on the second business day before the date on which the closing of the First Merger occurs (the “Closing VWAP”), subject to an asymmetrical collar mechanism, applied as follows: (x) if the Closing VWAP is less than $22.73, which is 85% of the volume-weighted average trading price of the Parent Common Stock on the New York Stock Exchange for the 30 trading days ending on the second business day before the date of signing the Merger Agreement (the “Signing VWAP”), the Exchange Ratio will be set at 0.2015, which is the quotient obtained by dividing $4.58 by $22.73, and (y) if the Closing VWAP is greater than $34.76, which is 130% of the Signing VWAP, the Exchange Ratio shall be set at 0.1318, which is the quotient obtained by dividing $4.58 by $34.76. Because these exchange ratios are fixed, if the value of Parent Common Stock falls outside of the collar, the value of the stock portion of the total consideration will fluctuate. The market price of the Parent Common Stock has fluctuated since the date of the announcement of the Merger and may continue to fluctuate until the date the First Merger is completed. Parent Common Stock price changes may result from a variety of factors, many of which are beyond the Company’s control.

The Transactions are subject to the satisfaction or waiver of conditions which may not be satisfied or completed on a timely basis, if at all. Failure to complete the Merger could have material and adverse effects on the Company and could result in the Company being required to pay Sonida Senior Living a termination fee.

The consummation of the Transactions is subject to the satisfaction or waiver of conditions, including, among others, (i) the receipt of the approval by the Company’s stockholders of the Transactions, (ii) the receipt of the approval by Sonida Senior Living’s shareholders of the Transactions and the issuance by Sonida Senior Living of the Per Share Stock Consideration, (3) the receipt of consents and approvals of the requisite governmental authorities, (4) absence of injunctions, orders or laws that prohibit or restrain the consummation of the Transactions, (5) the authorization for listing of the shares of Parent Common Stock issuable pursuant to the Transactions on the New York Stock Exchange, (6) the effectiveness of a registration statement on Form S-4 registering the shares of Parent Common Stock issuable pursuant to the Transactions, (7) the accuracy of each party’s representations and warranties to the other party, (8) material compliance with the covenants under the Merger Agreement, and (9) the absence of events that would be reasonably expected to result in a Material Adverse Effect (as defined in the Merger Agreement) with respect to each party. The Company’s obligation to consummate the Transactions is also subject to certain additional conditions, including (1) the placement of director and officer insurance, (2) the appointment of two individuals selected by the Company to the board of directors of Parent, including Stephen H. Mauldin, and (3) Parent securing equity financing on terms set forth in the Merger Agreement or otherwise approved by the Company. Sonida Senior Living’s obligation to consummate the Transactions is separately subject to additional conditions, including (1) CNL Financial Group, LLC, having not terminated a Transition Services Agreement between it and Sonida Senior Living, (2) the delivery by the Company of an executed Plan of Liquidation, and (3) confirmation the Company will receive an opinion related to the Company’s status as a REIT. These conditions make the completion and the timing of the completion of the Merger uncertain. Also, either the Company or Sonida Senior Living may terminate the Merger Agreement for a number of reasons, including if the Transactions are not completed by May 29, 2026, except that this right to terminate the Merger Agreement will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was a principal cause of, or resulted in, the failure of the Transactions to be completed on or before such date.

There can be no assurance that the Transactions will be consummated on the terms or timeline currently contemplated, or at all. If the Transactions are not completed on a timely basis, or at all, the Company may be adversely affected and subject to a number of risks, including the following:

• the Company will be required to pay its costs relating to the Transactions, such as financial advisory, legal, accounting and printing fees, whether or not the Transactions are completed;

• if the Merger Agreement is terminated under certain circumstances specified therein, the Company may be required to pay to Sonida Senior Living a termination fee of $30 million (the “Termination Fee”);

• if the Merger Agreement is terminated as a result of the Company’s stockholders not approving the Transactions, the Company will be required to reimburse Sonida Senior Living’s out-of-pocket expenses incurred in connection with the Merger Agreement or the Transactions, in an amount not to exceed $10 million;

• the Company may experience negative reactions from the financial markets or its tenants or operators; and

• the time and resources committed by Company management to matters relating to the Transactions could otherwise have been devoted to pursuing other opportunities.

The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire the Company prior to the completion of the Merger.

The Merger Agreement contains certain customary provisions that restrict the Company’s ability to solicit, or engage in discussions or negotiations regarding, alternative acquisition proposals from third parties prior to the completion of the Transactions. Upon termination of the Merger Agreement under specified circumstances, including if the Company terminates the Merger Agreement to enter into an alternative acquisition agreement with respect to a Company Superior Proposal or Sonida Senior Living terminates the Merger Agreement as a result of the Company’s Board of Directors changing its recommendation, the Company will be required to pay to Sonida Senior Living the Termination Fee. These provisions might discourage an otherwise interested third party from considering or proposing an acquisition of the Company, even one that may be of greater value to the Company’s shareholders than the Transactions. Furthermore, even if a third party elects to propose an acquisition, the Company’s financial liability to Sonida Senior Living may result in that third party offering a lower value to the Company’s shareholders than the third party might otherwise have offered.

The pendency of the Merger could adversely affect the Company’s and Sonida Senior Living’s business and operations.

During the pendency of the Transactions, due to operating covenants in the Merger Agreement, the Company and Sonida Senior Living may each be unable to undertake or pursue certain strategic transactions or significant capital projects, financing transactions or other actions that are not in the ordinary course of business, even if such actions may be beneficial to the Company or Sonida Senior Living. In addition, some tenants or operators may delay or defer decisions related to their business dealings with the Company during the pendency of the Merger, which could negatively impact the Company’s sources and uses of capital, financial condition, results of operations and cash flows, regardless of whether the transactions contemplated by the Merger Agreement are consummated.

Members of the Company’s and Sonida Senior Living’s boards of directors and executive officers may have interests in the Transactions that are different from, or in addition to, the interests of the Company’s and Sonida Senior Living’s stockholders, generally. This may create a potential divergence of interest or the appearance thereof, which may lead to increased dissident stockholder activity, including litigation.

The interests of the Company’s and Sonida Senior Living’s respective directors and executive officers include, among other things, the continued service as a director or executive officer following the consummation of the Transactions, as applicable, certain rights to continuing indemnification and directors’ and officers’ liability insurance for the Company’s directors and executive officers and continuation of the Company’s and Sonida Senior Living’s business and agreements following the Transactions. There is a risk that these interests may influence the Company’s and Sonida Senior Living’s respective directors and executive officers to support the Transactions.

These interests of the Company’s and Sonida Senior Living’s respective directors and executive officers in the Transactions may increase the risk of litigation intended to enjoin or prevent the Transactions and the risk of other dissident stockholder activity related thereto. In the past, and in particular following the announcement of a significant transaction, periods of volatility in the overall market or declines in the market price of a company’s securities, stockholder litigation and dissident stockholder proposals have often been instituted against companies alleging conflicts of interest in business dealings with affiliated or related persons and entities. The relationships described above may precipitate such activities by dissident shareholders and, if instituted against the Company or Sonida Senior Living or the Company’s or Sonida Senior Living’s respective directors or executive officers, such activities could result in substantial costs, a material delay or prevention of the consummation of the Transactions and a diversion of management’s attention, even if the stockholder action is without merit or unsuccessful.

An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby, could have a material adverse impact on the Company’s business and its ability to consummate the transactions contemplated by the Merger Agreement.

Transactions like the Transactions are frequently the subject of litigation or other legal proceedings, including actions alleging that either the Company’s or Sonida Senior Living’s Board of Directors, as applicable, breached its respective duties to its stockholders or other equity holders by entering into the Merger Agreement; by failing to obtain a greater value in the Transactions for the Company’s or Sonida Senior Living’s stockholders; by failing to make adequate disclosures regarding the Transactions; or by otherwise failing to fulfill their fiduciary duties or statutory obligations. If any litigation or other legal proceedings are brought against the Company or against its Board of Directors in connection with the Merger Agreement, or the Transactions, the Company will defend against it, but the Company might not be successful in doing so. An adverse outcome in such matters, as well as the costs, time, and effort of a defense, even if successful, could have a material adverse effect on the Company’s ability to consummate the Transactions or on the Company’s business, results of operations, or financial position, including through the delay of the Transactions with consequent direct and indirect costs, the possible diversion of either company’s resources, or the distraction of key personnel.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities – None

Issuer Purchases of Equity Securities – None

Secondary Sales of Registered Shares between Investors

During the nine months ended September 30, 2025 and 2024, there were approximately 2.256 million shares and 1.754 million shares transferred between investors, respectively, at an average sales price per share of approximately $3.48 and $3.69, respectively. We are not aware of any other trades of our shares, other than previous purchases made in our Offerings and/or redemptions of shares by us.

Item 3. Defaults Upon Senior Securities – None

Item 4. Mine Safety Disclosure – Not Applicable

Item 5. Other Information – None

Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.

EXHIBIT INDEX

Exhibits

The following exhibits are included, or incorporated by reference in this Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).


Exhibit No.						Description

2.1						Agreement and Plan of Merger, dated as of November 4, 2025, by and among the Company, Sonida Senior Living, Inc., Sparti Merger Sub, Inc., SSL Sparti LLC, and CHP Merger Corp. ( Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference.)
3.1						Third Articles of Amendment and Restatement of CNL Healthcare Properties, Inc. (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed July 25, 2016 and incorporated herein by reference.)
3.2						Third Amended and Restated Bylaws of CNL Healthcare Properties, Inc., effective June 27, 2013. ( Previously filed as Exhibit 3.2 to the Current Report on Form 8-K filed July 2, 2013 and incorporated herein by reference. )
3.3						Second Amendment to Third Amended and Restated Bylaws of CNL Healthcare Properties, Inc. (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference.)
4.1						Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates). ( Previously filed as Exhibit 4.5 to the Pre-effective Amendment One to the Registration Statement on Form S-11 (File No. 333-168129) filed October 20, 2010 and incorporated herein by reference .)
10.1						Voting Agreement, dated as of November 4, 2025, by and among the Company and certain entities affiliated with Conversant Capital LLC (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference. )
31.1						Certification of Chief Executive Officer of CNL Healthcare Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2						Certification of Chief Financial Officer of CNL Healthcare Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1						Certification of Chief Executive Officer and Chief Financial Officer of CNL Healthcare Properties, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
101						The following materials from CNL Healthcare Properties, Inc. Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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, on the 13th day of November 2025.


CNL HEALTHCARE PROPERTIES, INC.

By:			/s/ Stephen H. Mauldin
			STEPHEN H. MAULDIN
			Chief Executive Officer and President
			(Principal Executive Officer)


By:			/s/ Ixchell C. Duarte
			IXCHELL C. DUARTE
			Chief Financial Officer, Senior Vice President and Treasurer
			(Principal Financial Officer and Principal Accounting Officer)

TABLE OF CONTENTS

Part I. Financial Information Item 1. Condensed Consolidated Financial Information Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risks Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosure Not Applicable Item 5. Other Information None Item 6. Exhibits

Exhibits

2.1 Agreement and Plan of Merger, dated as of November 4, 2025, by and among the Company, Sonida Senior Living, Inc., Sparti Merger Sub, Inc., SSL Sparti LLC, and CHP Merger Corp. (Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference.) 3.1 Third Articles of Amendment and Restatement of CNL Healthcare Properties, Inc.(Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed July 25, 2016 and incorporated herein by reference.) 3.2 Third Amended and Restated Bylaws of CNL Healthcare Properties, Inc., effective June 27, 2013. (Previously filed as Exhibit 3.2 to the Current Report on Form 8-K filed July 2, 2013 and incorporated herein by reference.) 3.3 Second Amendment to Third Amended and Restated Bylaws of CNL Healthcare Properties, Inc.(Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference.) 4.1 Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates). (Previously filed as Exhibit 4.5 to the Pre-effective Amendment One to the Registration Statement on Form S-11 (File No. 333-168129) filed October 20, 2010 and incorporated herein by reference.) 10.1 Voting Agreement, dated as of November 4, 2025, by and among the Company and certain entities affiliated with Conversant Capital LLC(Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed November 5, 2025 and incorporated herein by reference.) 31.1 Certification of Chief Executive Officer of CNL Healthcare Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(Filed herewith.) 31.2 Certification of Chief Financial Officer of CNL Healthcare Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(Filed herewith.) 32.1 Certification of Chief Executive Officer and Chief Financial Officer of CNL Healthcare Properties, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(Filed herewith.)

CHTH 10-Q Quarter ended Sept. 30, 2025

Exhibits