Inclusive of this transaction and approximately $90 million of pending SHOP acquisitions under definitive purchase and sale agreements, fourth quarter 2025 cash NOI from the SHOP segment would have represented approximately 60% of total portfolio cash NOI. In addition to increasing NHP's relative exposure to the SHOP segment, the disposition is expected to, subject to closing, result in the defeasance or transfer of approximately $278 million of debt with a weighted average coupon of approximately 5.9% and generate approximately $250 million of potential cash proceeds (before transaction expenses, property operating prorations and other adjustments). The Company expects to use anticipated net proceeds, together with approximately $500 million in net cash proceeds from its recent initial public offering, for deleveraging, execution of a growing pipeline of SHOP acquisition opportunities and other general corporate purposes.

Relative to the properties included in the pending OMF portfolio disposition, the Company's remaining 1.7 million square foot OMF portfolio carries higher occupancy, a longer weighted average remaining lease term, increased health system tenancy and substantially lower recurring capital expenditures. The Company expects to continue to utilize its remaining OMF portfolio as a source of capital for growth in its SHOP portfolio.

"We are very pleased to have reached an agreement on the OMF portfolio disposition," said Michael Anderson, the Company's Chief Executive Officer and President. "This transaction, once completed, will focus our overall business on the SHOP segment, where we are confident that our intensive approach to asset management and discerning acquisition strategy can create significant value for our stockholders. Further, we believe the combined impact of our recent initial public offering and the completion of this disposition would meaningfully reduce leverage and position our balance sheet for sustained success as a public company."

The transaction is expected to close in the third or fourth quarter of 2026, subject to the completion by the purchaser of its due diligence, approval by the lenders of loan assumption and other customary closing conditions as specified in the purchase and sale agreement.