Community Healthcare Trust Incorporated Annual Report 2024

FY2024 Annual Report · Community Healthcare Trust Incorporated

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HOWTOVOTE
Pleaserefertothenotice/proxycardorothervotinginstructionsincludedwiththeseproxymaterialsfor
informationonhowtovote.Ifyouvoteontheinternet,youdonotneedtoreturnyourproxycard.

ANNUALREPORTONFORM10ͲK
TheCompanyhas filed an Annual Report on Form 10 ͲK f o r the yea r ended Decembe r 31, 202 4 wit h th e
SecuritiesandExchangeCommission.Shareholdersmayobtainacopyofthisreport,withoutcharge,by
writing:InvestorRelations,CommunityHealthcareTrustIncorporated,3326AspenGroveDrive,Suite
150,Franklin,Tennessee37067;orviaemail:investorrelations@chct.reit.

Form 10-K
Proxy
Form 10-K
Proxy

March 13, 2025
DEAR STOCKHOLDER:
On behalf of the Board of Directors, we cordially invite you to attend the 2025 annual meeting of stockholders of
Community Healthcare Trust Incorporated, a Maryland corporation (the "Company"). The annual meeting will be held
beginning at 8:00 a.m., Central Time, on Thursday, May 1, 2025 at the principal offices of the Company, located at 3326
Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067. The formal notice of the annual meeting appears on the
next page. At the annual meeting, you will be asked to:
1.
Elect six directors, each to serve a one-year term expiring in 2026;
2.
Vote to approve, on a non-binding advisory basis, a resolution approving the Company's compensation of
its named executive officers;
3.
Ratify the appointment of BDO USA, P.C. as our independent registered public accountants for 2025; and
4.
Transact such other business as may properly come before the annual meeting or any adjournment or
postponement thereof.
The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the
annual meeting. We urge you to review this proxy statement and each of the proposals carefully. Your vote is very
important. It is important that your views be represented at the annual meeting regardless of the number of shares
of common stock you own or whether you are able to attend the annual meeting in person.
On March 13, 2025, we will post on the investor's relations page of our Internet website, http://investors.chct.reit, a
copy of our 2025 proxy statement, sample proxy card and our annual report to stockholders. Also, on or around
March 13, 2025, we will mail a notice (the "Notice") containing instructions on how to access our proxy materials and
vote online to our stockholders who own our stock directly in their name and in the name of other stockholders.
You may vote your shares on the Internet or by phone. If you request a paper copy of the proxy card or voting
instruction form, we will mail you the paper copy and you may sign, date and mail the accompanying proxy card or
voting instruction form in the envelope provided with your proxy card. Instructions regarding the three methods of
voting by proxy are contained on the proxy card. As always, if you are the record holder of our stock, you may vote in
person at the annual meeting. The accompanying proxy statement explains how to obtain driving directions to the
meeting.
On behalf of our Board of Directors, I would like to express our appreciation for your continued interest in Community
Healthcare Trust Incorporated.
Sincerely,
Alan Gardner
Chairman of the Board
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on
May 1, 2025: Community Healthcare Trust Incorporated's 2025 proxy statement, proxy card and annual report to
stockholders are available at http://investors.chct.reit.
Proxy

Community Healthcare Trust Incorporated
3326 Aspen Grove Drive, Suite 150
Franklin, Tennessee 37067
Notice of Annual Meeting of Stockholders
___________
TIME
8:00 a.m.,
Central Time, on
Thursday, May 1, 2025
___________
PLACE
Community Healthcare
Trust Incorporated
3326 Aspen Grove Drive,
Suite 150
Franklin, Tennessee
37067
___________
RECORD DATE
You can vote if you are a
stockholder of record as
of the close of business
on March 3, 2025.
ITEMS OF BUSINESS
1.
To elect six directors, each to serve a one-year term expiring in 2026;
2.
To vote to approve, on a non-binding advisory basis, a resolution approving the
Company's compensation of its named executive officers;
3.
To ratify the appointment of BDO USA, P.C. as our independent registered
public accountants for 2025; and
4.
To transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof.
ANNUAL REPORT
All of these documents are accessible on our Internet website, http://investors.chct.reit.
You may request a paper copy of the proxy statement, the proxy card, and our annual
report to stockholders, which is not part of the proxy solicitation material.
PROXY VOTING
It is important that your shares be represented and voted at the annual meeting. You
may vote your shares on the Internet, by phone or, if you request and receive written
proxy materials, you may vote by signing, dating and mailing the accompanying proxy
card or voting instruction form in the envelope provided. Instructions regarding the
three methods of voting are contained on the proxy card. The Notice has instructions
regarding voting on the Internet. Any proxy may be revoked at any time prior to its
exercise at the annual meeting.
By Order of the Board of Directors,
William G. Monroe IV
Secretary of Community Healthcare Trust Incorporated
Franklin, Tennessee
March 13, 2025

Community Healthcare Trust Incorporated Proxy
Statement
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 1, 2025
We are furnishing this proxy statement to the stockholders of Community Healthcare Trust Incorporated in
connection with the solicitation of proxies by its Board of Directors for use at the annual meeting of stockholders of
Community Healthcare Trust Incorporated to be held at 8:00 a.m., Central Time, on Thursday, May 1, 2025, at 3326
Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067, as well as in connection with any adjournments or
postponements of the meeting. This solicitation is made by Community Healthcare Trust Incorporated on behalf of
our Board of Directors (also referred to as the "Board" in this proxy statement). "We," "our," "us" and the "Company"
refer to Community Healthcare Trust Incorporated, a Maryland corporation.
We have elected to provide access to our proxy materials and annual report over the Internet through a "notice and
access" model. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our
stockholders of record as of March 3, 2025. All stockholders will have the ability to access the proxy materials on the
website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to request a
printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice,
including an option to request paper copies on an ongoing basis. On March 13, 2025, we intend to make this proxy
statement available on the Internet and, on or around March 13, 2025, we intend to mail the Notice to all stockholders
entitled to vote at the annual meeting. We intend to mail this Proxy Statement, together with a proxy card, to those
stockholders entitled to vote at the annual meeting who have properly requested paper copies of such materials,
within three business days of such receipt.
This proxy statement, a sample proxy card and our annual report to stockholders are available at http://
investors.chct.reit. This website address contains the following documents: the Notice, the proxy statement and
proxy card sample, and the annual report to stockholders. You are encouraged to access and review all of the
important information contained in the proxy materials before voting.
Questions and Answers Regarding the 2025 Annual
Meeting of Stockholders
Who is soliciting proxies from the stockholders?
Our Board of Directors is soliciting your proxy. The proxy provides you with the opportunity to vote on the proposals
presented at the annual meeting, whether or not you attend the annual meeting.
What will be voted on at the annual meeting?
Our stockholders will vote on three proposals at the annual meeting:
1.
The election of six directors, who are each to serve a one-year term expiring in 2026;
2.
The approval of, on a non-binding advisory basis, a resolution approving the Company's compensation of
its named executive officers; and
3.
The ratification of the appointment of BDO USA, P.C. as our independent registered public accountants
for 2025.
Your proxy will also give the proxy holders discretionary authority to vote the shares represented by the proxy on any
matter, other than the above proposals, that is properly presented for action at the annual meeting.
How will we solicit proxies, and who bears the cost of proxy solicitation?
Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, via the Internet or by overnight
delivery service. These individuals do not receive separate compensation for these services. Finally, in accordance with
the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), we will reimburse brokerage
firms and other persons representing beneficial owners of our common stock for their reasonable expenses in
forwarding solicitation materials to such beneficial owners.
Community Healthcare Trust | 2025 PROXY STATEMENT
1
Proxy

Who can vote at the annual meeting?
Our Board of Directors has fixed the close of business on Thursday, March 3, 2025, as the record date for our annual
meeting. Only stockholders of record on that date are entitled to receive notice of and vote at the annual meeting. As
of March 3, 2025, our only outstanding class of securities was common stock, $0.01 par value per share. On that date,
we had 450,000,000 shares of common stock authorized, of which 28,339,419 shares were outstanding.
You (if you, rather than your broker, are the record holder of our stock) can vote either in person at the annual
meeting or by proxy, whether or not you attend the annual meeting. If you would like to attend the annual meeting
in person and need directions, please contact William G. Monroe IV by e-mail at investorrelations@chct.reit or by
telephone at 615-771-3052. You may vote your shares on the Internet, by phone or, to the extent you request written
proxy materials, by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions
regarding the three methods of voting by proxy are contained on the proxy card.
How many votes must be present to hold the annual meeting?
A quorum must be present to hold our annual meeting. The presence, in person or by proxy, of a majority of the votes
entitled to be cast at the annual meeting constitutes a quorum. Your shares, once represented for any purpose at the
annual meeting, are deemed present for purposes of determining a quorum for the remainder of the meeting and
for any adjournment, unless a new record date is set for the adjourned meeting. This is true even if you abstain from
voting with respect to any matter brought before the annual meeting. As of March 3, 2025, we had 28,339,419 shares
of common stock outstanding; thus, we anticipate that the quorum for our annual meeting will be 14,169,710 shares.
How many votes does a stockholder have per share?
Our stockholders are entitled to one vote for each share held.
What is the required vote on each proposal?
Pursuant to our Amended and Restated Bylaws, dated November 2, 2020 (the "Bylaws"), in uncontested elections
(which is the case for the annual meeting), the nominees for election to the Board of Directors who receive a majority
of all of the votes cast for the election of directors shall be elected directors. In accordance with our Bylaws, if an
incumbent director who is nominated for election to the Board of Director fails to receive a majority of votes for re-
election, the director is required to tender his or her resignation promptly following the annual meeting; in which
case, within 90 days following certification of the stockholder vote, the Environmental, Social, and Governance
Committee (the "ESG Committee") will determine whether to recommend that the Board of Directors accept the
director's resignation, and upon submission of the ESG Committee's recommendation to the Board of Directors, the
Board will decide and act on the matter in its discretion. The ESG Committee and the Board may consider any factors
they deem relevant in deciding whether to recommend or accept a director's resignation. In general, any director
who tenders his or her resignation will not participate in the ESG Committee's recommendation or the Board of
Director's action regarding whether to accept the resignation offer. We will disclose promptly the Board of Director's
decision regarding whether to accept or reject the director's resignation offer and its rationale for such decision in a
Current Report on Form 8-K filed with the SEC.
The affirmative vote of a majority of the shares of common stock cast on the matter is required to approve, on an
advisory basis, the say on pay vote. As an advisory vote, this proposal is not binding upon us. However, the
Compensation Committee of our Board of Directors, which is responsible for designing and administering our
executive compensation program, values the opinions expressed by our stockholders and will consider the outcome
of the vote when making future compensation decisions.
The proposal to ratify our appointment of BDO USA, P.C., or BDO, as our independent registered public accountants
for 2025, is approved by our stockholders if the votes cast favoring the ratification exceed the votes cast opposing the
ratification.
Stockholders do not have the right to cumulate their votes.
2
Community Healthcare Trust | 2025 PROXY STATEMENT

How will the proxy be voted, and how are votes counted?
If you vote by proxy (either voting on the Internet, by phone or by properly completing and returning a paper proxy
card that you receive upon requesting written proxy materials), the shares represented by your proxy will be voted at
the annual meeting as you instruct, including any adjournments or postponements of the meeting. If you return a
signed proxy card but no voting instructions are given, the proxy holders will exercise their discretionary authority to
vote the shares represented by the proxy at the annual meeting and any adjournments or postponements as follows:
1.
"FOR" the election of nominees Cathrine Cotman, David Dupuy, Alan Gardner, Claire Gulmi, Robert
Hensley, and Lawrence Van Horn.
2.
"FOR" the resolution approving the compensation of the Company's named executive officers.
3.
"FOR" the ratification of the appointment of BDO USA, P.C. as our independent registered public
accountants for 2025.
If you hold your shares in broker's name (sometimes called "street name" or "nominee name"), you must provide
voting instructions to your broker. If you do not provide instructions to your broker, your shares will not be voted in
any matter on which your broker does not have discretionary authority to vote, which generally includes non-routine
matters. A vote that is not cast for this reason is called a "broker non-vote." Broker non-votes will be treated as shares
present for the purpose of determining whether a quorum is present at the annual meeting, but they will not be
considered present for purposes of calculating the vote on a particular matter, nor will they be counted as a vote FOR
or AGAINST a matter or as an abstention on the matter. Under the rules of the New York Stock Exchange ("NYSE"),
which is the stock exchange on which our common stock is listed, the ratification of our appointment of our
independent registered public accountants is considered a routine matter for broker voting purposes, but the
election of directors and the advisory (non-binding) vote on the compensation of our named executive officers are
not considered routine. It is important that you instruct your broker as to how you wish to have your shares voted,
even if you wish to vote as recommended by the Board.
Can a proxy be revoked?
Yes. You can revoke your proxy at any time before it is voted. You revoke your proxy (1) by giving written notice to our
Corporate Secretary before the annual meeting, (2) by granting a subsequent proxy on the Internet or by phone, or
(3) by delivering a signed proxy card dated later than your previous proxy. If you, rather than your broker, are the
record holder of your stock, a proxy can also be revoked by appearing in person and voting at the annual meeting.
Written notice of the revocation of a proxy should be delivered to the following address: William G. Monroe IV,
Community Healthcare Trust Incorporated, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067.
Community Healthcare Trust | 2025 PROXY STATEMENT
3
Proxy

PROPOSAL 1
Election of Directors
The persons listed below have been nominated by our Board of Directors to serve as
directors for a one-year term expiring at the annual meeting of stockholders
occurring in 2026:
Our Board
of Directors
unanimously
recommends a
vote "FOR" the
election of each
of the six
nominees for
director to the
Board of Directors.
• Cathrine Cotman
• David Dupuy
• Alan Gardner
• Claire Gulmi
• Robert Hensley
• Lawrence Van Horn
Each nominee has consented to serve on our Board of Directors. If any nominee were
to become unavailable to serve as a director, our Board of Directors may designate a
substitute nominee. In that case, the persons named as proxies on the accompanying
proxy card will vote for the substitute nominee designated by our Board of Directors.
The following lists each director nominated for election to serve as a director for a
one-year term expiring at the annual meeting of stockholders occurring in 2026,
which includes a brief discussion of the experience, qualifications and skills that led us
to conclude that such individual should be a member of our Board.
Required Vote
Directors are elected by the affirmative vote of a majority of all of the votes cast for the
election of directors.
QUALIFICATIONS OF
DIRECTOR NOMINEES
We believe that our director nominees consists of a diverse collection of individuals
who possess the integrity, education, work ethic and ability to work with others
necessary to oversee our business effectively and to represent the interests of all
stockholders, including the qualities listed below. We have attempted below to
highlight certain notable experience, qualifications and skills for each director
nominee, rather than provide an exhaustive catalog of each and every qualification
and skill that a director possesses. Each of the nominees set forth below is currently
serving as a director of the Company.
4
Community Healthcare Trust | 2025 PROXY STATEMENT

Cathrine
Cotman
Age: 59
Director Since: 2022
Ms. Cotman serves as Senior Vice President, Corporate Real Estate of LPL
Financial, a high growth Fortune 500 Financial Services firm, from 2020 to present.
Prior to joining LPL Financial, she was the Global Alliance Director, Global Portfolio
Solutions at Cresa Global from 2019 to 2020, served as the Senior Managing
Director, Strategy at Newmark Knight Frank from 2017 to 2019, and was the Senior
Managing Director, Global Occupier Services at Cushman and Wakefield from
2012 to 2017. In addition, Ms. Cotman held various other positions of prominence at a
variety of financial services and insurance companies, including Bank of America
Corporation, Capital One Financial Corporation and Prudential Insurance Company,
among others.
Ms. Cotman has received multiple achievement awards and participated in a variety
of community activities, including being the 2021 Speaker for Corenet Events
featuring senior leaders and black leaders, was a 2016-2020 Omni Montessori School
Board of Trustees Officer, was honored as a 2019 Globe St. Women of Influence,
selected as a 2016 50 Most Influential Women of Charlotte, and was the winner of the
2014 Cassidy Turley Client Service Award.
Ms. Cotman earned a B.A. degree in Philosophy from Swarthmore College, a
Master’s in Business Administration degree from New York University’s Stern
School of Business and a Master’s degree in the graduate school of design (AMDP
executive education graduate) from Harvard University.
Ms. Cotman's over 30 years of experience in corporate real estate strategy, business
and financial analytics, and operational process innovation makes her a valuable
resource to our Board of Directors.
David
Dupuy
Age: 56
Director Since: 2023
Mr. Dupuy has served as the Company's Chief Executive Officer since March 6, 2023,
and previously was the Company's Chief Financial Officer since joining the
Company in May 2019.
From 2008 to 2019, Mr. Dupuy served as a Managing Director, Healthcare
Investment Banking Group at SunTrust Robinson Humphrey (now “Truist
Securities” or “Truist”). From 2004 to 2008, Mr. Dupuy served as a Senior Vice
President of the Healthcare Group at Bank of America. From 2000 to 2004, Mr.
Dupuy served as a Vice President and Regional Director for KDA Holdings with
responsibility for consulting, financing, and development of outpatient medical
facilities. Previously, Mr. Dupuy served as Chief Financial Officer and Founding
Partner of LIFESIGNS Holdings, Inc., a provider of diagnostic healthcare services,
from 1997 to 2000. Mr. Dupuy began his career in 1991 with Bank of America.
Mr. Dupuy holds a Bachelor of Arts in Business Administration from Furman
University and a Master of Business Administration from the Owen School at
Vanderbilt University.
Mr. Dupuy's corporate finance and investment banking experience, along with his
deep understanding of the Company and its strategy from his roles as our Chief
Executive Officer and Chief Financial Officer, make him a valuable resource to our
Board of Directors.
Community Healthcare Trust | 2025 PROXY STATEMENT
5
Proxy

Alan
Gardner
Age: 71
Director Since: 2015
Mr. Gardner retired from Wells Fargo in October 2015. Prior to his retirement, he was a
Senior Relationship Manager in Healthcare Corporate Banking. He primarily
covered national healthcare companies with market capitalization exceeding
$5 billion, generally in the pharmaceutical, medical device and healthcare services
sectors.
Mr. Gardner has over 26 years of corporate and investment banking experience,
with 20 years covering healthcare companies. Prior to joining Wells Fargo (Wachovia)
in March 2004, Mr. Gardner was Head of Healthcare for FleetBoston Financial from
2003 to 2004 and was a Managing Director for Banc of America Securities from 1996
to 2003.
During his career, Mr. Gardner has led a number of significant financing transactions
for leading public healthcare companies. Mr. Gardner previously served as Board
Member and President of Omni Montessori School in Charlotte, North Carolina, as
Charlotte Chapter Chair for the Impact Angel Network ("IAN"). IAN is managed by
RENEW, LLC, an investment advisory and management consulting firm based in
Addis Ababa, Ethiopia and Washington D.C.
Mr. Gardner earned a B.S. and M.S. from Virginia Polytechnic Institute and State
University and an M.B.A. in finance and accounting from the University of
Rochester.
Mr. Gardner is our Chairman of the Board, and Mr. Gardner's corporate banking,
capital markets and healthcare industry experience makes him a valuable resource
to our Board of Directors.
Claire
Gulmi
Age: 71
Director Since: 2018
Ms. Gulmi served as Executive Vice President and Chief Financial Officer of
Envision Healthcare, a private company, one of the largest owner/operators of
ambulatory surgery centers in the United States, and a leading provider of hospital
based physician services, until her retirement in October 2017. Ms. Gulmi continued to
serve as an advisor to Envision until September 2018.
Prior to Envision's merger with AmSurg Corp in 2016, Ms. Gulmi served as Executive
Vice President and Chief Financial Officer of AmSurg starting in 1994. She was a
member of the Board of Directors of AmSurg from 2004 until the merger in 2016.
From 2015 to 2017, Ms. Gulmi served on the Board of Directors and as the Audit
Committee Chair of Air Methods Corp, a $1.5 billion public company and the largest
provider of air medical emergency transport services in the U.S. From 2001 to 2015 she
served on the advisory board of the Bank of Nashville. Ms. Gulmi is the past Board
Chair of the YWCA of Nashville and a past Board Member of Nashville Public Radio
and serves on the boards of several privately held companies. She has served as
Board Chair for the Bethlehem Centers of Nashville and has served on the boards
of the Girl Scouts, the American Heart Association and All About Women.
Ms. Gulmi has been named by the Nashville Business Journal as one of its
Healthcare 100, was one of the 2007 winners of the Nashville Business Journal's
Women of Influence and in 2011 received the Nashville Business Journal's CFO
Lifetime Achievement Award. Ms. Gulmi has a BBA in Accounting and Finance from
Belmont University.
Ms. Gulmi's over 30 years of experience in corporate finance, accounting and
healthcare makes her a valuable resource to our Board of Directors.
6
Community Healthcare Trust | 2025 PROXY STATEMENT

Robert
Hensley
Age: 67
Director Since: 2015
Mr. Hensley has more than 40 years of experience serving public and privately-held
companies across a range of industries, including healthcare, insurance, real estate
and private equity capital funds. Mr. Hensley is also the principal owner of two real
estate and rental property development companies.
Mr. Hensley was an Audit Partner with Ernst & Young from 2002 to 2003. Previously,
he was with Arthur Andersen, where he served as an Audit Partner from 1990 to
2002 and was the Managing Partner of their Nashville office from 1997 to 2002. His
significant experience includes mergers and acquisitions, identification of enterprise
and healthcare industry risks, corporate governance and forensic investigations and
disputes. Since 2006, Mr. Hensley has served as a Senior Advisor to the healthcare
and transaction advisory services groups of Alvarez and Marsal, LLC ("A&M").
Mr. Hensley also serves on the board of directors of several privately held companies.
Mr. Hensley previously served as a Director of Diversicare Healthcare Services, Inc.
from 2005 to 2021, Capella Healthcare from 2008 to 2015, Greenway Medical
Technologies from 2011 to 2013, HealthSpring, Inc. from 2006 to 2012 and Comsys IT
Partners, Inc. and Spheris, Inc. from 2006 to 2010.
Mr. Hensley earned a B.S. in accounting and a Master's of Accountancy from the
University of Tennessee and is a Certified Public Accountant.
Mr. Hensley's financial accounting, healthcare and real estate industry and
transactional experience makes him a valuable resource to our Board of Directors.
Community Healthcare Trust | 2025 PROXY STATEMENT
7
Proxy

Lawrence
Van Horn
Age: 57
Director Since: 2015
Professor Van Horn is the founder, CEO and a Board member of Preverity Inc.
Preverity is an Insurtech health analytics firm that created the market leading risk
prediction and patient safety platform for medical malpractice in the United States.
Professor Van Horn retired from Vanderbilt University and holds the title of Professor
of Economics and Strategy, Emeritus. Professor Van Horn was previously an
Associate Professor of Economics and Management and the Executive Director
of Health Affairs at the Vanderbilt University Owen Graduate School of
Management ("Owen") from 2006 through 2023.
Professor Van Horn is a leading expert and researcher on healthcare management
and economics. His research interests focuses on the role of the consumer in health
care markets and the measurement of healthcare outcomes and productivity. His
research on healthcare organizations, managerial incentives in nonprofit hospitals
and the conduct of managed care firms has appeared in leading publications, and
media. Professor Van Horn consults for national consulting firms, providers, managed
care organizations, and pharmaceutical firms as well as the federal government on
topics of health policy. Professor Van Horn also held faculty appointments in the
Vanderbilt University School of Medicine and Law School. Prior to his tenure at Owen,
from 1996 to 2006, Professor Van Horn served as an Associate Professor of
Economics and Management at the William E. Simon Graduate School of Business
at the University of Rochester where he was responsible for their graduate programs
in health administration.
Professor Van Horn previously served on the Board of Directors of Quorum Health
Corporation until July 2020 and served on the Board of Harrow Inc. as Chairman of
the Compensation and Governance Committees and a member of the Audit
Committee until November 2023. Professor Van Horn currently serves on the boards
of several privately held companies.
Professor Van Horn holds a Ph.D. from the University of Pennsylvania's Wharton
School and a Master's in Business Administration, a Master's in Public Health and
a B.A. from the University of Rochester.
Professor Van Horn's extensive knowledge and research into healthcare industry
economics and governance as well as his unique experience with healthcare
decision makers and business executives nationwide regarding healthcare policy
make him a valuable resource to our Board of Directors.
Our Board of Directors unanimously recommends a vote
"FOR" the election of each of the six nominees for director to
the Board of Directors.
8
Community Healthcare Trust | 2025 PROXY STATEMENT

Board Matrix
The following matrix provides information regarding the current members of our
Board, including certain types of knowledge, skills, experiences and attributes which
our Board believes are relevant to our business, industry or real estate investment
trust ("REIT") structure. The matrix does not encompass all of the knowledge, skills,
experience or attributes of such persons, and the absence of a particular knowledge,
skill, experience or attribute with respect to such person does not mean the person
does not possess it or is unable to contribute to the decision-making process in that
area. The type and degree of knowledge, skill and experience listed below may vary.
Each of the persons listed above has been nominated by our Board of Directors to
serve as directors for a one-year term expiring at the annual meeting of stockholders
occurring in 2026. Each nominee has consented to serve on our Board of Directors. If
any nominee were to become unavailable to serve as a director, our Board of
Directors may designate a substitute nominee. In that case, the persons named as
proxies on the accompanying proxy card will vote for the substitute nominee
designated by our Board of Directors.
Cotman
Dupuy
Gardner
Gulmi
Hensley
Van Horn
KNOWLEDGE, SKILLS AND EXPERIENCE
Public Company Board Experience
X
X
X
X
X
X
Financial
X
X
X
X
X
X
Risk Management
X
X
X
X
X
X
Accounting
X
X
X
X
Corporate Governance/Ethics
X
X
X
X
X
X
Executive Experience
X
X
X
X
X
Operations
X
X
X
X
Strategic Planning/Oversight
X
X
X
X
X
X
Technology
X
X
X
X
Real Estate/REIT Industry
X
X
X
X
Academics/Education
X
DEMOGRAPHICS
Race/Ethnicity
African American
X
White/Caucasian
X
X
X
X
X
Gender
Male
X
X
X
X
Female
X
X
LGBTQ+
Yes
X
No
X
X
X
X
X
Board Tenure
Years
3
2
10
6
10
10
Community Healthcare Trust | 2025 PROXY STATEMENT
9
Proxy

Corporate Governance
BOARD LEADERSHIP STRUCTURE
Our Board of Directors currently consists of the following six directors: Cathrine Cotman, David Dupuy, Alan Gardner,
Claire Gulmi, Robert Hensley, and Lawrence Van Horn, each for a term expiring at the 2025 annual meeting. Our
Board has affirmatively determined that each of Cathrine Cotman, Alan Gardner, Claire Gulmi, Robert Hensley, and
Lawrence Van Horn is an "independent director" as defined under the listing rules of the NYSE, Rule 10A-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company's Corporate Governance
Guidelines.
The Board considered the relationships between our directors and the Company when determining each such
person's status as an "independent director" under the listing rules of the NYSE, Rule 10A-3 of the Exchange Act and
the Company's Corporate Governance Guidelines, including the relationships listed below under "Certain
Relationships and Related Party Transactions." The Board determined that these relationships did not affect such
person's status as an "independent director." Furthermore, we are not aware of any family relationships between any
director, executive officer or person nominated to become a director or executive officer.
On March 3, 2023, the Board appointed Mr. Gardner to serve as Chairman of the Board. As Chairman of the Board, Mr.
Gardner can provide leadership to the Board without perceived conflicts associated with individual and collective
interests of management. Mr. Gardner has been a director since 2015, which we believe adds weight to his
independent voice and selection as Chairman of the Board. We also believe that having Mr. Gardner continue to lead
the Board in an executive session (that is, a meeting of only those directors who are "independent directors" under
the listing rules of the NYSE) to discuss matters outside the presence of management is an advantage for the
Company.
In general, our Chairman of the Board is responsible for:
• calling and presiding at executive sessions of the independent directors;
• serving as the focal point of communication to the Board of Directors regarding management plans and
initiatives;
• ensuring that the management adheres to the Board of Directors' oversight role over management operations;
• providing the medium for informal dialogue with and between independent directors, allowing for free and
open communication within that group; and
• serving as the communication conduit for third parties who wish to communicate with our Board of Directors.
In addition to these specific duties, we expect our Chairman of the Board to familiarize himself with the Company
and the real estate investment trust and healthcare industries in general. He also is expected to keep abreast of
developments in the principles of sound corporate governance. Notwithstanding the foregoing, the Board retains
the authority to combine the positions of Chairman of the Board and Chief Executive Officer if it finds that the
Board's responsibilities can be better fulfilled with such structure.
THE BOARD’S ROLE IN RISK OVERSIGHT
One of the key functions of our Board of Directors is to provide oversight of our risk management process. Our Board
of Directors administers this oversight function directly, with support from its three standing committees—the Audit
Committee, the Compensation Committee, and the Environmental, Social, and Governance Committee ("ESG
Committee")—each of which addresses risks specific to their respective areas of oversight. In particular, our Audit
Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our
management has taken to monitor and control these exposures, including guidelines and policies to govern the
process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance
with legal and regulatory requirements and has oversight of the performance of our internal audit function. Our
Compensation Committee assesses and monitors whether any of our compensation policies and programs has the
potential to encourage excessive risk-taking. Our ESG Committee monitors the effectiveness of our corporate
governance guidelines, including whether they are successful in preventing illegal or improper liability-creating
conduct, and also oversees the Company's operational controls and risks regarding ESG matters.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Each committee meets regularly with management to assist it in identifying all of the risks within such committee's
areas of responsibility and in monitoring and, where necessary, taking appropriate action to mitigate the applicable
risks. At each Board meeting, the committee chairman of each committee that met prior to such Board meeting
provides a report to the full Board on issues related to such committee's risk oversight duties, as applicable. To the
extent that any risks reported to the full Board need to be discussed outside the presence of management, the
Board meets in executive session to discuss these issues.
We believe the Board's approach to fulfilling its risk oversight responsibilities complements its leadership structure.
Our Chairman of the Board reviews whether Board committees are addressing their risk oversight duties in a
comprehensive and timely manner. Our Chief Executive Officer is able to assist these committees in fulfilling their
duties by (1) requiring that our management team provide these committees with all requested reports and other
information as well as with access to our employees and (2) implementing recommendations of the various Board
committees to mitigate risk. At the same time, our Chairman of the Board is able to lead an independent review of
the risk assessments developed by management and reported to the committees.
Our Board held four meetings during 2024. In 2024, each director attended greater than 75% of all Board and
applicable committee meetings. The members who are "independent directors" met in executive session four times
during 2024.
We do not have a policy requiring director attendance at our annual stockholder meeting. Messrs. Gardner, Dupuy
and Van Horn attended our 2024 annual stockholder meeting.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and an
ESG Committee. The principal functions of each committee are described below. We currently comply, and we
intend to continue to comply, with the listing requirements and other rules and regulations of the NYSE and each of
these committees are comprised exclusively of independent directors. Additionally, our Board of Directors may from
time to time establish certain other committees to facilitate the management of our Company.
Audit Committee
Our Audit Committee consists of Ms. Cotman, Ms. Gulmi, and Mr. Hensley, all of whom are independent directors,
with Mr. Hensley serving as the chairman. Ms. Gulmi and Mr. Hensley each qualify as an "audit committee financial
expert" as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards.
Our Board of Directors has determined that each of the Audit Committee members is "financially literate" as that
term is defined by the NYSE corporate governance listing standards. We have adopted an Audit Committee Charter,
which details the principal functions of the Audit Committee, including oversight related to:
• our accounting and financial reporting processes;
• the integrity of our consolidated financial statements and financial reporting process;
• our system of disclosure controls and procedures and internal control over financial reporting;
• our compliance with financial, legal and regulatory requirements;
• the evaluation of the qualifications, independence and performance of our independent registered public
accounting firm;
• reviewing the adequacy of our Audit Committee Charter on an annual basis;
• the performance of our internal audit function; and
• our overall financial risk profile.
The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing
with the independent registered public accounting firm the plans and results of the audit engagement, approving
professional services provided by the independent registered accounting firm, including all audit and non-audit
services, reviewing the independence of the independent registered public accounting firm, considering the range
of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.
Community Healthcare Trust | 2025 PROXY STATEMENT
11
Proxy

http://investors.chct.reit. If we make any substantive amendment to the Code of Ethics and Business Conduct or
grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct to
certain executive officers, we are obligated to disclose the nature of such amendment or waiver, the name of the
person to whom any waiver was granted, and the date of waiver on our website or in a report on Form 8-K filed with
the SEC. Since the Company's inception, there have been no such waivers. On October 28, 2021, in connection with its
periodic review of the Code of Ethics and Business Conduct, our Board of Directors amended the Code of Ethics and
Business Conduct. The amendments include, among other things, clarification that the Company's chief financial
officer shall serve as its chief compliance officer, the addition of guidelines on anti-bribery, anti-corruption, gifts,
entertainment and suppliers, updated committee names and updated public disclosure guidelines for internal
monitoring, whistleblower or reporting systems. Further, in 2022 and going forward, the ESG Committee proposed,
and the Board adopted, a requirement that the approval of our majority of stockholders is required in order for the
Company to materially modify our capital structure.
In addition, we have adopted a number of ESG policies including (i) ESG Guidelines to guide our sustainability efforts
and monitor our performance; (ii) a Corporate Environmental Policy, which sets forth our commitment to
implementing environmentally sustainable best practices for our own operations, and to assist our tenants in their
efforts to address their environmental concerns; (iii) a Human Capital Support and Development Policy, which sets
forth our commitment to invest significant time and resources in supporting and developing our employees; and (iv)
a Human Rights Policy, which sets forth our commitment to the protection and advancement of human rights and
to ensuring that all members of our team function with integrity. These policies are available on the investor
relations webpage of our website, http://investors.chct.reit.
We have adopted an Environmental Management System (“EMS”) as the framework to drive value and results
through improved ESG performance. The EMS, among other things, provides specific targets for reduction in GHG
emissions, water consumption, and utility usage along with various policies that support sustainable building
construction, management, and waste. Currently, we are tracking these data for that portion of our portfolio in which
we have operational control and disclosing through GRESB. Our policy is in general alignment with UN Sustainability
Goals and with the International Organization for Standardization (“ISO”) 14001 and 50001 standards that follows the
“Plan-Do-Check-Act” model. In addition, our buildings’ energy information is monitored through the ENERGY STAR
Portfolio Manager, where energy and water usage data is tracked on a monthly basis. We intend to report 2024 data
in a forthcoming corporate sustainability report that will provide details on our progress related to our ESG goals.
The current members of the Board propose nominees for election to the Board. In addition, the ESG Committee will
also consider candidates that stockholders and others recommend. Stockholder recommendations should be
addressed to: William G. Monroe IV, Corporate Secretary, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee
37067. Your recommendations must be submitted to us no earlier than October 14, 2025, nor later than 5:00 p.m.,
Eastern Time, on November 13, 2025, for consideration as a possible nominee for election to the Board at our 2026
annual meeting.
On November 2, 2020, the Board adopted certain amendments to the Company's Bylaws which altered the
procedures by which a stockholder may nominate persons to the Board of Directors. The Board adopted an
amendment to Article II, Section 12 of its Bylaws to allow proxy access for director nominations for a stockholder, or a
group of no more than twenty stockholders, that holds at least 3% of the Company's stock, and have held such stock
for at least three years.
The Board has not adopted a formal procedure that you must follow to send communications to it, but it does have
informal procedures, described below, which it believes adequately facilitate stockholder and other interested party
communications with the Board. Stockholders and other interested parties can send communications to the Board
by contacting William G. Monroe IV, our Corporate Secretary, in one of the following ways:
• By writing to Community Healthcare Trust Incorporated,
3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee, 37067
Attention: Corporate Secretary;
• By e-mail to investorrelations@chct.reit; or
• By phone at 615-771-3052.
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Community Healthcare Trust | 2025 PROXY STATEMENT

We have adopted an Environmental Management System (“EMS”) as the framework to drive value and results
through improved ESG performance. The EMS, among other things, provides specific targets for reduction in GHG
emissions, water consumption, and utility usage along with various policies that support sustainable building
construction, management, and waste. Currently, we are tracking these data for that portion of our portfolio in which
we have operational control and disclosing through GRESB. Our policy is in general alignment with UN Sustainability
Goals and with the International Organization for Standardization (“ISO”) 14001 and 50001 standards that follows the
“Plan-Do-Check-Act” model. In addition, our buildings’ energy information is monitored through the ENERGY STAR
Portfolio Manager, where energy and water usage data is tracked on a monthly basis. We intend to report 2024 data
in a forthcoming corporate sustainability report that will provide details on our progress related to our ESG goals.
The current members of the Board propose nominees for election to the Board. In addition, the ESG Committee will
also consider candidates that stockholders and others recommend. Stockholder recommendations should be
addressed to: William G. Monroe IV, Corporate Secretary, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee
37067. Your recommendations must be submitted to us no earlier than October 14, 2025, nor later than 5:00 p.m.,
Eastern Time, on November 13, 2025, for consideration as a possible nominee for election to the Board at our 2026
annual meeting.
On November 2, 2020, the Board adopted certain amendments to the Company's Bylaws which altered the
procedures by which a stockholder may nominate persons to the Board of Directors. The Board adopted an
amendment to Article II, Section 12 of its Bylaws to allow proxy access for director nominations for a stockholder, or a
group of no more than twenty stockholders, that holds at least 3% of the Company's stock, and have held such stock
for at least three years.
The Board has not adopted a formal procedure that you must follow to send communications to it, but it does have
informal procedures, described below, which it believes adequately facilitate stockholder and other interested party
communications with the Board. Stockholders and other interested parties can send communications to the Board
by contacting William G. Monroe IV, our Corporate Secretary, in one of the following ways:
• By writing to Community Healthcare Trust Incorporated,
3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee, 37067
Attention: Corporate Secretary;
• By e-mail to investorrelations@chct.reit; or
• By phone at 615-771-3052.
If you request information or ask questions that can be more efficiently addressed by management, Mr. Monroe will
respond to your questions instead of the Board. He will forward to the Audit Committee any communication
concerning employee fraud or accounting matters and will forward to the full Board any communication relating to
corporate governance or those requiring action by the Board of Directors. A stockholder or interested party may
communicate directly with Mr. Gardner, our Chairman of the Board, by sending a confidential letter addressed to his
attention at 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee, 37067.
SECURITIES TRADING POLICY
We maintain a securities trading policy (the "Securities Trading Policy") governing the purchase, sale and other
dispositions of our securities by our directors, officers, and employees, as well as certain contractors and outside
advisors. We believe our Securities Trading Policy is reasonably designed to promote compliance with insider trading
laws, rules and regulations, as well as the NYSE listing standards applicable to us. Our Securities Trading Policy
prohibits trading while in possession of material nonpublic information. It also provides for “black-out periods” during
which certain individuals are prohibited from transacting in our securities, as well as pre-clearance procedures for
certain individuals, including all executive officers and directors, before engaging in certain transactions. A copy of
our Securities Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December
31, 2024.
Community Healthcare Trust | 2025 PROXY STATEMENT
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DIRECTOR COMPENSATION
The Compensation Committee recommends the compensation for our non-employee directors; our full Board
approves or modifies the recommendation. Any modifications are implemented after the annual meeting. Directors
who are also employees, currently only Mr. Dupuy, receive no additional compensation for their service as a director,
but are reimbursed for any direct board related expenses. Annual compensation of non-employee directors may be a
combination of cash and restricted stock at levels set by the Compensation Committee.
The Company expects to meet every three years with a compensation consultant to discuss director compensation
trends. The consultant may also attend Compensation Committee meetings periodically. The Compensation
Committee retained Ferguson Partners Consulting ("FPC") as its independent compensation consultant in 2023 to
advise it regarding market trends and practices in director compensation and with respect to specific compensation
decisions. FPC provided a report to the Compensation Committee in 2023 and discussed the report with the chair of
the committee. FPC received a fee of $20,000 for its compensation consulting services provided to the
Compensation Committee in 2023 with respect to director compensation.
Cash Compensation
Each non-employee director receives an annual retainer, and chairpersons of our board committees and the
Chairman of the Board receive additional annual retainers. The annual retainers are payable after each annual
meeting of our stockholders. Director compensation may be adjusted by the Compensation Committee based on an
evaluation of director compensation at peer companies. In March 2024, the Compensation Committee approved an
increase in the annual cash retainer from $50,000 to $65,000 per year, beginning with the retainer earned at the
2024 annual meeting. Additionally, the chairs of the Audit Committee, the Compensation Committee and the ESG
Committee and the Board Chairman receive additional annual retainers. These annual cash retainers were
unchanged from the prior amounts. The Audit Committee Chair remains at $20,000, the Compensation Committee
Chair and ESG Committee Chair each remained at $17,500, and the Board Chairman annual cash retainer remained
the same as set in 2023 at $100,000.
Each year, non-employee directors may elect to acquire shares of restricted stock with all or a portion of each of their
retainers. These shares are issued 10 business days following the date of our annual meeting of stockholders. The
number of shares of restricted stock to be acquired is determined by dividing the total amount of annual retainer the
director elected to use to acquire shares by the average price of shares of common stock for the immediately
preceding 10 trading days. Pursuant to the Company's Alignment of Interest Program, as amended, each director
who makes an election to acquire shares of restricted stock with all or a portion of their retainers will be awarded
additional shares, at no additional cost to the director, according to the following multiples:
DURATION OF RESTRICTION PERIOD
Restriction
Multiple
1 year
0.2x
2 years
0.4x
3 years
0.6x
Accordingly, for example, if a non-employee director elects to acquire shares of restricted stock in lieu of cash
compensation that is equivalent in value to 1,000 shares of common stock and the director elected a three-year
restriction period for such restricted stock, the non-employee director would receive the 1,000 shares of restricted
stock plus an award of 600 shares of restricted common stock for electing to subject his or her restricted stock to a
three-year restriction period, resulting in a total receipt of 1,600 shares of restricted stock, all of which would be
subject to a three-year cliff vesting schedule whereby no shares vest until the third anniversary of the date of grant, at
which time 100% of the shares of restricted stock will vest.
The restriction period subjects the shares purchased by the director and the additional shares awarded by the
Company to the risk of forfeiture in the event that a director voluntarily resigns or is removed by the stockholders
prior to the vesting of these shares. All unvested shares will be forfeited if such non-employee director voluntarily
resigns or is removed by the stockholders for any reason prior to vesting. During the restriction periods described
above, the restricted shares may not be sold, assigned, pledged, or otherwise transferred. Subject to the risk of
forfeiture and transfer restrictions, non-employee directors have all rights as stockholders with respect to restricted
shares, including the right to vote and receive dividends or other distributions on such shares.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Stock Awards
Each non-employee director is also awarded an annual grant of shares of restricted stock. Our goal is to have a
minimum of 60% to 75% of the aggregate total compensation for our non-employee directors paid in the form of
restricted stock having a restriction period of up to three years. Directors are not entitled to receive additional shares
through a restriction multiple for these awards.
In March 2024, the Compensation Committee approved an increase in the annual equity award, whereby, beginning
with the 2024 annual meeting, each non-employee director will receive an annual equity award of restricted stock
with an aggregate market value of $110,000 at the conclusion of each annual stockholders' meeting, an increase from
$100,000 approved in 2020. These shares are subject to a three-year cliff vesting schedule whereby no shares vest
until the third anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest. During
the restriction period described above, the restricted shares may not be sold, assigned, pledged, or otherwise
transferred. Additionally, such non-employee director must forfeit such equity award if the non-employee director
voluntarily resigns or is removed for any reason during the three-year restriction period. Subject to the risk of
forfeiture and transfer restrictions, non-employee directors have all rights as stockholders with respect to restricted
shares, including the right to vote and receive dividends or other distributions on such shares.
2024 DIRECTOR COMPENSATION
The following table sets forth compensation paid during 2024 to each of our non-employee directors:
Fees Earned or Paid
NAME(1)
Fees Paid in
Cash
($)
Fees Paid in
Stock(2)
($)
Stock Awards(3)
($)
All Other
Compensation
($)
Total
($)
Alan Gardner

82,500
82,500
158,305
—
323,305
Claire Gulmi

—
82,500
158,305
—
240,805
Robert Hensley

20,000
65,000
148,051
—
233,051
Lawrence Van Horn

—
82,500
158,305
—
240,805
Cathrine Cotman

—
65,000
148,051
—
213,051
(1)
Mr. Dupuy was also a director during 2024 and was also full-time employee during the year whose compensation is discussed
below under the section titled "Summary Compensation Table." Mr. Dupuy received no additional compensation for service as
a director.
(2)
This column represents non-employee director annual retainer and additional annual retainer amounts, approximately 79% of
which was paid in shares of our restricted common stock in lieu of cash. All of the shares are subject to a three-year cliff vesting
schedule whereby no shares vest until the third anniversary of the date of grant, at which time 100% of the shares of restricted
stock will vest, subject to the director's continuing service as a director of the Company.
(3)
Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock to the non-
employee directors under the 2024 Incentive Plan, or the 2024 Director Awards. The dollar value of the 2024 Director Awards
was based upon the grant date price of our common stock, which was $24.92 on May 2, 2024. This column also includes the
amount of the grant date value of the shares received in accordance with restriction multiples with respect to the deferral of
director retainer amounts based on the price of our common stock of $24.05 on the determination date, May 16, 2024. All of the
shares are subject to a three-year cliff vesting schedule whereby no shares vest until the third anniversary of the date of grant,
at which time 100% of the shares of restricted stock will vest, subject to the director's continuing service as a director of the
Company.
We also reimburse our directors for expenses they incur in connection with their service on our Board, such as
director education, travel and lodging expenses.
Community Healthcare Trust | 2025 PROXY STATEMENT
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the material elements of the Company's named executive
officer compensation program and analyzes the compensation decisions made for our executive officers included in
the Summary Compensation Table beginning on page 34 (the "named executive officers" or "NEOs").
2024 NAMED EXECUTIVE OFFICERS
Our named executive officers for 2024 were:
David H.
Dupuy
Chief Executive
Officer and President
Age: 56
Because he is also a member of our Board, information on Mr. Dupuy appeared
previously under Proposal 1—Election of Directors beginning on page 4.
William G.
Monroe IV
Chief Financial Officer
and Executive Vice
President
Age: 46
Mr. Monroe has served as our Executive Vice President and Chief Financial Officer
since June 2023. Previously Mr. Monroe served as Managing Director of the
Healthcare Investment Banking Group at Truist Securities, Inc. in Atlanta. Mr. Monroe
was responsible for buy- and sell-side advisory services as well as debt and equity
capital markets origination for healthcare services segments including acute hospital,
post-acute, alternate site, and healthcare REITs. He joined Truist Securities, Inc. as a
Vice President in 2011 via its predecessor firm SunTrust Robinson Humphrey, Inc. Mr.
Monroe began his investment banking career at J.P. Morgan Securities LLC in New
York where he was an Associate in the Syndicated & Leveraged Finance Group from
2006 to 2009 with responsibilities for structuring and executing pro rata bank,
leveraged loan, and high yield bond transactions. Other positions Mr. Monroe has held
include Vice President of Private Equity Placement at Fortress Group, Inc. from 2010
to 2011, and prior to business school Commercial Banking Associate at SunTrust Bank
from 2003 to 2004 and Consulting Analyst at Accenture from 2000 to 2003.
Mr. Monroe holds a Bachelor of Science from Davidson College and a Master of
Business Administration from the Tuck School of Business at Dartmouth.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Leigh Ann
Stach
Chief Accounting
Officer and Executive
Vice President
Age: 58
Ms. Stach has served as our Chief Accounting Officer since the formation of our
company in March 2014 and as Executive Vice President since May 2019. Prior to her
appointment as Executive Vice President in May 2020, Ms. Stach served as our Vice
President—Financial Reporting, and Chief Accounting Officer. From 2005 to 2013,
Ms. Stach served as Vice President—Financial Reporting at Healthcare Realty ("HR")
where she had responsibility for financial reporting and coordinating due diligence
materials for debt and equity offerings. In addition, she brought EDGAR and XBRL
filings in-house and provided oversight of HR's compliance function and internal
audit. Prior to that, from 1997 to 2005, Ms. Stach served as Vice President—Controller
at HR. From 1994 to 1997, Ms. Stach served as Assistant Controller at HR. Prior to HR,
from 1991 to 1994, Ms. Stach was a senior accountant—financial reporting at Hospital
Corporation of America ("HCA"). She began her career with HCA in 1988 as an internal
auditor.
Ms. Stach holds a Bachelor of Science in Accounting from Western Kentucky
University and is a licensed CPA.
Timothy L.
Meyer
Executive Vice
President - Asset
Management
Age: 49
Mr. Meyer has served as Executive Vice President-Asset Management since October
2021. Prior to his appointment as Executive Vice President, Mr. Meyer served as our
Senior Vice President-Asset Management since July 2019. From 2018 to 2019, Mr.
Meyer served as Senior Vice President, Field Services and from 2014 to 2018 served as
Vice President, Field Services at Altisource Portfolio Services where he had
responsibility for product management, client performance and relationship
management, business development and sales, product and brand strategy, and
performance oversight of operations and client controls and reporting. Prior to that,
from 2013 to 2014, Mr. Meyer served as Counsel at Nelson Mullins Riley & Scarborough
LLP where he provided legal counsel in the areas of real estate, mergers and
acquisitions, and corporate and loan transactions. Prior to that, from 2007 to 2013, Mr.
Meyer served as Counsel at Welltower, where he served as lead counsel for
Welltower's Medical Facilities Group. Prior to that, from 2006 to 2007, Mr. Meyer
served as an Associate at Stites & Harbison PLLC and from 2003 to 2006 as Associate
Counsel at Windrose Medical Properties Trust.
Mr. Meyer holds a Bachelor of Arts in Economics from University of Illinois at
Urbana-Champaign, and MBA and JD degrees from Vanderbilt University.
Because only four individuals served as our executive officers (as defined in Exchange Act Rule 3b-7) at any time
during 2024, we have only four named executive officers for 2024.
Community Healthcare Trust | 2025 PROXY STATEMENT
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2024 HIGHLIGHTS
During 2024, our named executive officers were able to grow the portfolio and dividend
while maintaining modest leverage levels, building upon operating and financial
performance achieved since our initial public offering in May 2015.
Our operating and financial performance highlights in 2024 included:
• Acquiring nine (9) real estate properties for an aggregate purchase price of approximately $72.1 million with
estimated yields ranging from 9.10% to 9.75%. These properties were approximately 99.3% leased with lease
expirations through 2039;
• Growing total revenues to $115.8 million in 2024, a 2.6% increase over the prior year;
• Our net loss of $3.2 million, or $0.23 loss per diluted share included the $11.0 million credit loss reserve related to
the geriatric inpatient behavioral hospital operator discussed below, while FFO, which added back the $11.0
million credit loss reserve, was $1.91 per diluted share. We also achieved AFFO per diluted share of $2.21 in 2024;
• Achieving net operating income ("NOI") of $93.0 million in 2024;
• Paying dividends in 2024 totaling $1.845 per share, a 2.2% increase from the prior year and 38 consecutive
quarters of dividend growth since our IPO, with a payout ratio of 83%;
• Maintaining low leverage levels with a debt-to-total capitalization ratio (debt plus stockholders' equity plus
accumulated depreciation) of approximately 40.3%; and
• Successfully refinancing the Company's revolving credit facility to an upsized $400 million 5-year facility.
2.6%
Revenue growth
year-over-year
Acquiring nine (9) real
estate properties for an
aggregate purchase
price of approximately
$72.1 million with
estimate yields ranging
from 9.10% to 9.75%
Upsized
$400 million
Revolving Credit Facility
Maintaining low leverage
levels with a debt-to-
total capitalization ratio
(debt plus stockholders’
equity plus accumulated
depreciation) of
approximately 40.3%.
38
consecutive quarters of
dividend growth
AFFO
$2.21
per diluted share
Maintained relatively low
83% dividend
payout ratio to AFFO
Reconciliations of FFO, AFFO, and NOI are provided in Appendix A beginning on page 56 of this proxy statement.
Also in 2024, our third-largest tenant, a geriatric inpatient behavioral hospital operator,
was unable to make regular rent and interest payments resulting in a credit loss reserve
of $11.0 million and placing the tenant on cash basis accounting treatment. CHCT has
six leases with this tenant representing a total of approximately 79,000 square feet. We
are working diligently with this tenant and their consultants to help them resolve
operating issues to resume consistent rent and interest payments.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Despite the headwinds associated with this tenant issue, the team worked diligently
throughout the year; however, both the Board of Directors and the NEOs recognize that
our shareholder performance was a departure from prior years' longer-term
outperformance, and as a result, the Compensation Committee made a number of
meaningful actions to further align pay and performance as outlined below.
Alignment of Pay and
Performance
ü
Not awarding NEOs any 2024 long-term incentive awards
ü
Not increasing NEO base salaries for 2025
ü
Reducing CEO 2025 annual incentive reward target level
opportunity from 125% to 100%
ü
Reducing CEO 2025 long-term equity incentive target level
opportunity from 150% to 125%
ü
NEO restricted stock and restricted stock units ("RSUs") lost
significant value during 2024, including:
• Compensation actually paid to NEOs in 2024 was $3.4 million
less than the amount shown in the summary compensation
table given each NEO has elected to receive restricted stock
in lieu of a significant portion of their cash compensation
• NEO long-term incentive award performance-based RSUs
ending June 30, 2026 are currently tracking at Below
Threshold which would result in a $0 payout based on
performance through December 31, 2024
COMPREHENSIVE COMPENSATION POLICY
We believe that the compensation of our executive officers aligns their interests with those of the stockholders in a
way that encourages prudent decision-making, links compensation to our overall performance, provides a
competitive level of total compensation necessary to attract and retain talented and experienced executive officers
and motivates the executive officers to contribute to our success.
All of our executive officers are eligible to receive performance-based compensation under the 2024 Incentive Plan
and the corresponding Alignment of Interest Program, as amended, and the Executive Officer Incentive Program, as
amended.
Our Compensation Committee determines the restrictions for each award granted pursuant to the 2024 Incentive
Plan. Restrictions on the restricted stock and restricted stock units may include time-based restrictions, the
achievement of specific performance goals, or the occurrence of a specific event. Vesting of restricted stock will
generally be subject to cliff vesting periods ranging from three to eight years and will be conditioned upon the
participant's continued employment, among other restrictions that may apply.
Generally, if the performance goals are not achieved or the time-based restrictions do not lapse within the time
period provided in the award agreement, the participant will forfeit his or her unvested restricted stock.
Community Healthcare Trust | 2025 PROXY STATEMENT
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2024 SAY-ON-PAY VOTE AND SUMMARY OF JANUARY 2024 CHANGES TO THE COMPENSATION
PROGRAM
We provide our stockholders with the opportunity to vote annually on the advisory approval of our NEO
compensation. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to
express views on the Company's executive compensation for its NEOs. At our May 2024 annual meeting,
approximately 92% of votes cast were voted in favor or our say-on-pay proposal, which we believe provided strong
support of the Company's executive compensation program, including the significant changes made by the
Compensation Committee in January 2024.
HISTORICAL SAY-ON-PAY SUPPORT
97%
99%
95%
76%
2020
2021
2022
2023
After careful consideration
of shareholder feedback
during the summer & fall
of 2023, and with FPC’s
assistance, the
Compensation Committee
adopted a new NEO
compensation program
92%
2024
As a reminder of the actions taken prior to the 2024 say-on-pay vote, the Compensation Committee carefully
considered stockholder feedback from both the 2023 say-on-pay proposal and during discussions in the summer/fall
of 2023, FPC's 2023 recommendations, as well as the 2023 analysis of proxy advisory firms. This led to the
Compensation Committee adopting in January 2024 a new NEO compensation program to be responsive to the
above parties and designed in the best interest of the Company and its stockholders. A summary of the January 2024
changes to the compensation program are included again in this year's proxy below.
Named executive officers’
election to acquire restricted
stock in lieu of cash salary and
cash annual incentive rewards
provides a strong alignment with
stockholders and investors
recognize and appreciate the 8-
year cliff vesting as a significant
retention tool that far surpasses
market practices, but when
including the amount of
restricted stock awarded, total
compensation increases
significantly
è
Reduced the maximum amount of cash compensation eligible to
acquire restricted stock from 100% to 50% and also reduced the
available eligible vesting period(s), and therefore restriction
multiple(s), based on the named executive officer’s retirement
eligibility date (e.g. if retirement eligibility is in two years, named
executive officer may not select vesting schedule of five-years (0.5x
restriction multiple) or eight-years (1.0x restriction multiple))
Date Effective: January 1, 2024 for salary elections; July 1, 2024 for
annual incentive reward elections to align with the start of the next
annual incentive performance period which is measured from July 1
to the following June 30 each year
FEEDBACK WE RECEIVED IN 2023
CHANGES WE MADE IN JANUARY 2024
Community Healthcare Trust | 2025 PROXY STATEMENT
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Annual incentive rewards should
be based on more specific
company metrics with
appropriate weightings and
goals though still allowing a
portion to distinguish individual
performance that may not be
entirely quantifiable
è
Increased the percentage of the annual incentive metrics tied to
objective, company metrics to 70% (up from 50%)
The annual incentive reward for each named executive officer is
based (i) 70% on three specific company performance metrics set by
the Compensation Committee each year with payout amounts
subject to threshold, target, and maximum levels, and (ii) 30% on
individual performance (a decrease from 50% for individual
performance previously)
Date Effective: July 1, 2024 to align with the start of the next annual
incentive performance period which is measured from July 1 to the
following June 30 each year
Long-term equity incentive
awards are based on
backward-looking performance
periods instead of the market
standard of forward-looking
performance periods; investors
support continued use of relative
TSR as a primary metric to align
with shareholders
è
New, forward-looking long-term incentive program with three-
year goals
The three-year forward-looking awards for each named executive
officer are based (i) 65% on performance-based restricted stock units
(“RSUs”) set by the Compensation Committee each year with payout
amounts subject to threshold, target, and maximum levels, and (ii)
35% on time-based RSUs
Date Effective: January 1, 2024 with the first forward-looking
performance period ending June 30, 2026
FEEDBACK WE RECEIVED IN 2023
CHANGES WE MADE IN JANUARY 2024
MATERIAL COMPONENTS OF COMPENSATION
Elements of Pay
In 2024, the Company's compensation program for its NEOs consisted of the following key elements:
• Base salaries;
• Annual incentive rewards;
• Elective acquisition of restricted shares with corresponding restricted share grants, allowing named executive
officers to increase their ownership portion in the Company;
• Long-term equity incentive awards; and
• Perquisites and retirement benefits.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Compensation Program
Highlights
ü
Majority (70%) of annual incentive rewards are based on the
achievement of specific company performance goals
ü
Majority of equity granted is forward-looking, performance-based
RSUs (65% of program)
ü
Long-term performance is based 100% on relative and absolute
TSR goals, aligning compensation with shareholder interests
ü
Relative TSR goals target above the median at the 55th percentile
ü
Ability to elect to receive 50% of base salary and annual incentive
rewards in equity
COMPENSATION TYPE
Pay Element
Executive Compensation Plan Design
Fixed Pay
Cash
Compensation
Base Salary
•
Base salaries are as follows: Mr. Dupuy—$666,668; Mr. Monroe
—$494,400; Ms. Stach—$459,600; and Mr. Meyer—$349,766
At Risk
Annual Incentive
Rewards
•
Eligibility will be based on the following: (i) AFFO per share (30%
weighting); (ii) Dividend payout coverage (20% weighting); (iii)
Debt to total capitalization (20% weighting); and (iv) Individual
performance (30% weighting)
•
Bonus targets (as a percentage of base salary) are as follows: Mr.
Dupuy—100%; Mr. Monroe—100%; Ms. Stach—100%; and Mr.
Meyer—100%
Equity
Compensation
Long-Term Equity
Incentive Awards
•
65% of the award will be in the form of performance-based
restricted stock units (“RSUs”) and 35% in time-based RSUs
•
Performance component will be based on 3-year relative TSR
performance as measured against select peer companies (35%
weighting) and 3-year absolute TSR performance (30%
weighting)
•
3-year Time-based awards (35% weighting) have a vesting
schedule of one-third of the RSUs awarded on each June 30
over the three year service period
•
Long-term equity incentive award targets (as a percentage of
base salary) are as follows: Mr. Dupuy—125%; Mr. Monroe—125%;
Ms. Stach—125%; and Mr. Meyer—110%
Elective Deferral
Awards
•
Allows the named executive officers to elect to acquire
restricted stock in lieu of compensation that would otherwise
be payable in cash for up to 50% of their annual base salary and
up to 50% of their 2024 annual incentive reward for the annual
incentive reward performance period beginning July 1, 2024
•
Each named executive officer who makes this election will
receive an award of restricted stock based on their choice of
restriction period and subject to the amount of time until their
Retirement Eligibility date in their Employment Agreement
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BASE SALARY
For 2024, the Compensation Committee approved an increase of 3% to the 2023 base salaries for its named executive
officers based on peer company benchmarking. The annual base salaries of our named executive officers for 2024,
before any elective deferral of cash for restricted stock, are set forth below:
NAMED EXECUTIVE OFFICER
2024 Base Salary
($)
David H. Dupuy

666,668
William G. Monroe IV

494,400
Leigh Ann Stach

459,600
Timothy L. Meyer

349,766
Note that for 2025, the Compensation Committee did not approve an increase to the 2024 base salaries given the
Company's relative performance and to further align NEO compensation with the interests of stockholders.
NAMED EXECUTIVE OFFICER
2025 Base Salary Increase
(%)
2025 Base Salary
($)
David H. Dupuy

—
666,668
William G. Monroe IV

—
494,400
Leigh Ann Stach

—
459,600
Timothy L. Meyer

—
349,766
ANNUAL INCENTIVE REWARDS
2023-2024 Annual Incentive Rewards Ending June 30, 2024
The Company maintained an annual incentive reward performance period from July 1 through the following June 30
each year. Because the July 1, 2023 through June 30, 2024 annual incentive reward performance period was already
in process at the time of the Board and Compensation Committee’s approval of the new NEO compensation
program on January 2, 2024, no changes were made to the annual incentive rewards earned on June 30, 2024. As a
reminder of the prior annual incentive rewards program, under the 2014 Incentive Plan, the Alignment of Interest
Program, as amended, and the Executive Officer Incentive Program, as amended, the Compensation Committee
granted awards of cash, stock, or a combination of both based on each NEO’s individual performance (individual
performance awards) and based on Company performance targets (company performance awards).
In 2024, the Compensation Committee approved the payment of cash individual performance awards to the NEOs in
the aggregate of approximately $492,609. The metrics used to measure individual performance included (i) business
development activities; (ii) leasing activities; (iii) employee satisfaction and turnover; (iv) timely and accurate financial
statement preparation and filing; (v) investor relations activities; (vi) capital markets activities; and (vi) environmental,
social and governance (ESG) policy management. The NEOs each elected to acquire restricted shares of common
stock in lieu of the cash bonuses, which based on their elections are subject to an eight-year cliff vesting schedule.
Based on the eight-year restriction period elected, the executive officers acquired an aggregate of 21,672 shares of
restricted stock in lieu of their cash bonuses and were granted 21,672 additional shares based on the restriction
period elected.
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Community Healthcare Trust | 2025 PROXY STATEMENT

Consistent with prior years, executive officers were eligible to receive company performance awards in a range from
0% to 150% of executive salary based on decreasing calculated targeted dividend payout ratios moving from 95% to
80%. The metrics used by the Compensation Committee to determine the company performance award in 2024 was
based on the $2.36 per share of AFFO and targeted dividend per share of $1.90 for the trailing four quarters ended
June 30, 2024, resulting in an 80% dividend payout coverage for the targeted dividend. The coverage ratio of 80%
resulted in a company performance award percentage of 150%. Since the company performance award targets 50%
of each executive officer's base pay, the company performance award resulted in a 75% of base salary bonus
payment. Based on attainment of these metrics, in 2024 the Compensation Committee approved the payment of
cash company performance awards to the NEOs in the aggregate of approximately $1,477,826. The NEOs each
elected to acquire restricted shares of common stock in lieu of the cash bonuses, which based on their elections are
subject to an eight-year cliff vesting schedule. Based on the eight-year restriction period elected, the executive
officers acquired an aggregate of 65,017 shares of restricted stock in lieu of their cash bonuses and were granted
65,017 additional shares based on the restriction period elected.
2024-2025 Annual Incentive Rewards Beginning July 1, 2024
Beginning July 1, 2024 the NEOs’ annual incentive reward target compensation are calculated 70% upon the
achievement of company performance goals and 30% upon the assessment of individual performance goals. The
company performance goals are based on the following metrics:
70%
Company
Performance
WEIGHTING
Company Performance Metric
Rationale
30%
AFFO per share
Promotes a key driver of growth
20%
Dividend payout coverage
Measures the security of a growing
dividend
20%
Debt to total capitalization
Reflects the importance of a
conservative balance sheet
The Compensation Committee will set a threshold level, target level and maximum level for each company
performance metric corresponding to a payout ratio of 50%, 100%, and 150%, respectively with the payout ratio
determined using straight line linear interpolation, although performance below the threshold level will result in 0%
payout. The individual performance goals shall be based on a subjective assessment of individual performance goals
established at the beginning of each year to reward and retain the named executive officer based on their individual
efforts and skill sets with a payout ratio ranging from 0% to 150% of target.
Finally, the Compensation Committee has set the following target-level annual incentive reward opportunities for
each named executive officer:
NAMED EXECUTIVE OFFICER
2024-2025 Annual Incentive
Reward Target-Level Opportunity
David H. Dupuy
100% of Base Salary
William G. Monroe IV
100% of Base Salary
Leigh Ann Stach
100% of Base Salary
Timothy L. Meyer
100% of Base Salary
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Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024
Given the Company maintains an annual incentive reward performance period from July 1 through the following
June 30 each year, the 2024-2025 annual incentive reward performance period will not be complete until June 30,
2025. The below chart provides a status update on how Company results are tracking for the annual incentive
reward company performance metrics from July 1, 2024 through December 31, 2024 only as a reference. Final results
will be calculated and determined by the Compensation Committee after June 30, 2025 results are available.
WEIGHTING
COMPANY PERFORMANCE METRIC
THRESHOLD
TARGET
MAXIMUM
30%
20%
20%
AFFO per share
Dividend payout coverage
Debt to total capitalization
Status: In Progress (Tracking 10-15% Above Target)
Status: In Progress (Tracking 15-20% Above Target)
Status: In Progress (Tracking 15-20% Below Target)
ELECTIVE DEFERRAL AWARDS
To maintain strong alignment between named executive officer and stockholder interests, the Company’s Alignment
of Interest Program, as amended, allows the named executive officers to elect to acquire restricted stock in lieu of
compensation that would otherwise be payable in cash for up to 50% of their 2024 annual base salary and up to 50%
of their 2024 annual incentive reward for the annual incentive reward performance period beginning July 1, 2024.
Each named executive officer who makes this election will receive an award of restricted stock based on their choice
of restriction period with the corresponding restriction multiple, according to the following multiple-based formula
and subject to the amount of time until their Retirement Eligibility date in their Employment Agreement.
Time until Retirement Eligibility
Duration of Restriction Period
Restriction Multiple
3 years or less
3 years
0.3x
Greater than 3 years (1)
5 years
0.5x
Greater than 5 years (2)
8 years
1.0x
(1)
The named executive officer may also choose the 3-year restriction period.
(2)
The named executive officer may also choose the 3-year or 5-year restriction periods.
The restriction period subjects the shares acquired by the named executive officer and the additional shares awarded
by the Company to market risk and the risk of forfeiture in the event that the named executive officer voluntarily
terminates employment or is terminated for cause from employment with the Company prior to the vesting of the
shares.
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Community Healthcare Trust | 2025 PROXY STATEMENT

LONG-TERM EQUITY INCENTIVE AWARDS
The named executive officers’ long-term equity incentive award target compensation consists of 65% performance-
based restricted stock units (“RSUs”) and 35% time-based RSUs. The performance-based RSUs will be based on the
following performance:
RESULTS
HURDLES
Threshold (50%)
25th Percentile
Target (100%)
55th Percentile
Maximum (200%)
80th Percentile
30% Absolute TSR
RESULTS
HURDLES
Threshold (50%)
4% Annualized
Target (100%)
8% Annualized
Maximum (200%)
12% Annualized
IF EARNED, CLIFF VEST AT THE END OF THE PERFORMANCE
PERIOD
35%
3-Year Time-Based RSUs
ONE-THIRD OF THE RSUs AWARDED VEST ON EACH JUNE 30
OVER THE THREE-YEAR SERVICE PERIOD
65%
3-Year Performance Based RSUs
35% Relative TSR vs. Peer Group
The Compensation Committee has set the above threshold level, target level and maximum level for each
performance-based RSU corresponding to a payout ratio of 50%, 100%, and 200%, respectively with the payout ratio
determined using straight line linear interpolation, although performance below the threshold level will result in 0%
payout. The performance-based RSUs’ three-year performance period is forward-looking and upon the end date the
Compensation Committee will review the actual performance and the RSUs will vest accordingly. The Peer Group
Companies for determining the Relative Total Shareholder Return performance are Global Medical REIT Inc. - NYSE:
GMRE, Healthcare Realty Trust Incorporated - NYSE: HR, Healthpeak Properties Inc. - NYSE: DOC, Medical Properties
Trust - NYSE: MPW, and Universal Health Realty Income Trust - NYSE: UHT subject to the Performance-Based
Restricted Stock Unit Agreement. The Absolute Total Shareholder Return performance is calculated using the
compounded annual growth rate in the value per share due to appreciation in price per share plus dividends
declared during the performance period. The performance-based RSUs entitle the named executive officer to
receive dividend equivalents, equal to the amount of the dividends paid on each share of Common Stock underlying
the performance-based RSU that vests, payable only upon the vesting of the performance-based RSU.
The time-based RSUs’ service period begins each July 1, with a vesting schedule of one-third of the RSUs awarded on
each June 30 over the three year service period. The time-based RSUs entitle the named executive officer to receive
divided equivalents, equal to the amount of the dividends paid on each share of Common Stock underlying the time-
based RSU, payable no later than thirty days following the applicable dividend payment date.
Finally, the Compensation Committee has set the following annual target-level opportunities for each named
executive officer for their long-term equity incentive award:
Community Healthcare Trust | 2025 PROXY STATEMENT
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NAMED EXECUTIVE OFFICER
2025 Long-Term Equity Incentive
Award Target-Level Opportunity
David H. Dupuy
125% of Base Salary
William G. Monroe IV
125% of Base Salary
Leigh Ann Stach
125% of Base Salary
Timothy L. Meyer
110% of Base Salary
Annual Long-Term Equity Incentive Award Opportunities
The table below sets forth information with respect to time-based and performance-based RSU awards granted, at
the target level. Note that for the 2024 – 2027 long-term equity incentive award performance period, the
Compensation Committee did not approve an award given the Company’s relative performance, the potential
impact to G&A expense and equity share dilution, and to further align NEO compensation with the interests of
stockholders.
2024 - 2027 Award (1)
2023 - 2026 Award (1)
NAMED EXECUTIVE OFFICER
Time-Based
(#)
Performance-Based at Target
(#)
Time-Based
(#)
Performance-Based at Target
(#)
David H. Dupuy

—
—
13,046
38,798
William G. Monroe IV

—
—
8,062
23,978
Leigh Ann Stach

—
—
7,495
22,290
Timothy L. Meyer

—
—
5,020
14,928
(1)
The fair value of the performance-based RSUs is calculated by a third-party specialist who utilizes a Monte Carlo simulation as
of the grant date, whereas the fair value of the time-based RSUs is calculated using the average closing price of the Company
common stock for the 10 trading days immediately preceding the grant date. The performance-based RSUs are shown at
Target but are subject to a performance-based payout ratio of 0% to 200%.
Interim Performance Results for Long-Term Equity Incentive Awards as of December 31, 2024
PERFORMANCE
PERIOD & METRICS
Weight
2023
2024
2025
2026
2027
Status
2023-2026
In Process
Relative TSR
35%
50% Completed
Tracking Below Threshold - 0%
Absolute TSR
30%
Tracking Below Threshold - 0%
2024-2027
Not Awarded
17% Completed
Not Awarded
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Community Healthcare Trust | 2025 PROXY STATEMENT

Perquisites
The Company provides its executive officers with perquisites that it believes are reasonable, competitive and
consistent with the Company's compensation program for all employees. The Company believes that such
perquisites help the Company to retain its personnel. These perquisites included, as applicable, matching
contributions in each participating executive's 401(k) and a contribution for each participating executive's health
savings account (HSA), calculated in the same manner as for all employees.
Retirement Benefits
All named executive officers are eligible to participate in the Company's 401(k) plan, pursuant to which each
participant may contribute up to the annual maximum allowed under IRS regulations ($23,000 for 2024). All eligible
participants over the age of 50 may also contribute an additional $7,500 per year to the plan in the form of catch-up
contributions. The Company provides a matching contribution of up to an annual maximum of three and one-half
percent for the first six percent of base salary contributed to the plan by the employee.
COMPENSATION GOVERNANCE PRACTICES
Anti-Hedging, Margin or Hypothecation Policy
The Company prohibits the hedging, margining or hypothecation of Company securities by its executive officers and
directors. None of the executive officers or directors have entered into any arrangements to hedge, margin or
hypothecate the Company's securities. In addition, restricted stock may not be sold, assigned, pledged or otherwise
transferred.
At Risk Compensation
Since the Company's initial public offering or joining the Company, as applicable, all named executive officers
through the alignment of interest program, as amended, have elected to take a significant portion of their
compensation in restricted stock of the Company that cliff-vests in 3-years, 5-years, or 8-years. Until such time that
those shares vest, each named executive officer is at risk of forfeiting those shares, as well as losing value of the shares
should events occur, including management errors, that negatively impact the financial results or performance of
the Company. Additionally, NEO annual incentive rewards and long-term equity awards are performance-based.
We believe this compensation program aligns executive management with our stockholders, encourages
appropriate long-term decision-making and effectively rewards or punishes executive management for their
decisions made.
Policy For The Recovery Of Erroneously Awarded Compensation (Clawback Policy)
The Board of Directors has adopted a recovery policy which complies with the NYSE’s listing standards and the SEC’s
Exchange Act Rule 10-D and Rule 10-D-1 to provide for the recovery of incentive-based compensation from executive
officers due to the material noncompliance of the Company with any financial reporting requirement under the
securities laws for the preceding three fiscal years, including an accounting restatement to correct an error in
previously issued financial statements that is material to the previously issued financial statements, or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period.
Stock Ownership Guidelines
We believe that it is in the best interests of our stockholders to encourage all executive officers and directors to
increase their equity position in the Company to promote share ownership and further align stockholder interests
with executive officers and directors. Accordingly, as set forth in the table below, we have adopted stock ownership
guidelines applicable to our executive officers and directors requiring each to hold common stock with a fair market
value equal to a multiple of each officer's then current base salary or each non-employee director's then current
annual retainer, as applicable:
Community Healthcare Trust | 2025 PROXY STATEMENT
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POSITION
Common Stock Ownership Multiple
Chief Executive Officer
5x Current Base Salary
Executive Vice President
3x Current Base Salary
Non-Employee Director
3x Current Base Annual Retainer
The guidelines provide that all owned stock, both restricted and unrestricted, counts toward the ownership
guidelines. Executive officers and directors have five years from the date that such executive officer or director first
becomes subject to the stock ownership guidelines to comply with the guidelines. All of our executive officers and
directors were in compliance with these guidelines as of March 3, 2025.
Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for
compensation over $1 million paid to a corporation's chief executive officer and the three other most highly
compensated executive officers (excluding the chief financial officer). In 2017 and prior tax years, qualifying
performance-based compensation was not subject to the deduction limit if certain requirements were met. Effective
for tax years beginning on January 1, 2018, the tax reform legislation informally known as the Tax Cuts and Jobs Act of
2017 repeals the performance-based compensation exception to the Section 162(m) $1 million deduction limit. The
Company's tax deduction for compensation expense in 2024 will be limited pursuant to Section 162(m), but that
limitation will not result in an increase to our federal income taxes. As a qualifying REIT, the Company does not pay
federal income tax; therefore, the future unavailability of the Section 162(m) compensation deduction is not expected
to result in any increase in the Company's federal income tax obligations.
Practices Related to the Grant of Certain Equity Awards
We do not grant stock options, stock appreciation rights ("SARs"), or similar option-like arrangements and, as such, do
not have any policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in
relation to the disclosure of material non-public information. If, in the future, we anticipate granting stock options,
SARs, or similar option-like instruments, we may determine to establish a policy regarding how the Board or
Compensation Committee determines when to grant such awards and how the Board or Compensation Committee
will take material non-public information into account when determining the timing and terms of such awards.
EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024
We entered into employment agreements with each of Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer. As
amended on January 3, 2024, the annual base salary of each of Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer
under each of their employment agreements was $666,668, $494,400, $459,600, and $349,766, respectively. In
addition, Mr. Dupuy was awarded a grant of 5,000 shares of restricted common stock per year for three years, which
began on May 1, 2019, vesting equally in 2027, 2028, and 2029 and Mr. Monroe is to be awarded a grant of 7,000 shares
of restricted common stock per year for three years, which began on June 1, 2023, vesting equally in 2028, 2029 and
2030.
The employment agreements provide that, if employment is terminated for any reason other than for cause or
voluntary termination, each executive officer is entitled to receive full vesting of all awards granted to the executive
officer under our equity compensation plans. In addition, if an executive officer is terminated for disability, the
terminated executive officer will receive continued medical and dental benefits through the then current one-year
term of the employment agreement.
If an executive officer is terminated other than for cause, death, disability, or a voluntary termination, the executive
officer will receive as severance compensation his or her base salary for a period of 36 months, with respect to
Mr. Dupuy, and 12 months, with respect to Mr. Monroe, Ms. Stach, and Mr. Meyer, from the date of such termination.
In addition to the severance payment, the executive officer will be paid an amount equal to the greater of: (i) two
times the average annual cash bonus, if any, earned by the executive officer in the two years immediately preceding
the date of termination; and (ii) two times the product of the executive officer's base salary and 0.67 with respect to
Mr. Dupuy, and 0.33 with respect to Mr. Monroe, Ms. Stach, and Mr. Meyer.
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Community Healthcare Trust | 2025 PROXY STATEMENT

The severance payment in the event of a termination upon a change in control will consist of: (1) three times the
terminated executive officer's annual base salary (at the rate payable at the time of such termination), and (2) an
amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by the terminated
executive officer in the two years immediately preceding the date of termination, without regard to any elective
income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the
product of the terminated executive officer's base salary and 0.67 with respect to Mr. Dupuy, and 0.33 with respect to
Mr. Monroe, Ms. Stach, and Mr. Meyer.
Each employment agreement contains customary non-competition and non-solicitation covenants that apply
during the term while the executive officer is receiving severance payments and for 12 months following a
termination upon a change in control.
Compensation Committee Report
The following Compensation Committee Report does not constitute soliciting material and should not be
deemed filed or incorporated by reference into any other Company filing under the Securities Act or the
Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in
this Proxy Statement with management of the Company and, based on such review and discussions, the
Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Proxy Statement.
Members of the Compensation Committee:
Claire Gulmi (Chair)
Robert Hensley
Lawrence Van Horn
Compensation Committee Interlocks and Insider
Participation
The members of the Compensation Committee during 2024 were Claire Gulmi (Chair), Robert Hensley, and
Lawrence Van Horn. In 2024, no member of the Compensation Committee was an officer or employee of the
Company or any of its subsidiaries or was formerly an officer of the Company or any of its subsidiaries, and no
member had any relationship requiring disclosure as a related person transaction under applicable SEC regulations.
Community Healthcare Trust | 2025 PROXY STATEMENT
33
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Compensation Tables
SUMMARY COMPENSATION TABLE
The table below sets forth the compensation paid in fiscal years 2024, 2023, and 2022 to our principal executive
officers and the three most highly compensated executive officers. Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer
are referred to in this proxy statement as our named executive officers.
Each of our named executive officers took 50% of his or her salary, and 100% of his or her bonus and long-term
incentive compensation in the form of restricted common stock under our 2014 Incentive Plan and our 2024
Incentive Plan for the year ending December 31, 2024 and took 100% of his or her salary, bonus and long-term
incentive compensation in the form of restricted stock through December 31, 2023. In compliance with the terms of
the Alignment of Interest Program, as amended, described above, the election to acquire stock, otherwise payable in
cash, caused the named executive officers to be eligible to receive additional stock awards based upon a multiple
described on page 28 of this proxy statement.
All shares of restricted stock issued in lieu of cash compensation and any shares of restricted stock issued under the
Alignment of Interest Program, as amended, are subject to a vesting schedule whereby no shares vest until the third,
fifth or eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to
continued employment and each named executive officer's employment agreement.
The following table sets forth the compensation of our named executive officers for the fiscal years 2024, 2023, and
2022.
Salary
Bonus
NAME & PRINCIPAL
POSITION
Year
Compensation
Paid in Cash(1)
($)
Compensation
Paid in Stock(2)
($)
Compensation
Paid in Cash
($)
Compensation
Paid in Stock(3)
($)
Stock
Awards(4)
($)
All Other
Compensation(5)
($)
Total(10)
($)
David H. Dupuy(6)
Chief Executive
Officer and President
2024

333,334
333,334
—
666,668
1,776,096
13,825
3,123,257
2023

—
617,834
—
776,700
2,125,913
13,300
3,533,747
2022

—
487,200
—
560,280
1,730,216
7,487
2,785,183
William G. Monroe(7)
Chief Financial
Officer and Executive
Vice President
2024

247,200
247,200
—
494,400
1,359,450
13,171
2,361,421
2023

—
280,000
—
48,000
1,063,678
13,025
1,404,703
Leigh Ann Stach
Chief Accounting
Officer and Executive
Vice President
2024

229,800
229,800
—
459,600
948,888
13,825
1,881,913
2023

—
446,214
—
535,457
1,500,298
13,300
2,495,269
2022

—
410,500
—
472,075
1,457,816
1,750
2,342,141
Timothy L. Meyer
Executive Vice
President - Asset
Management
2024

174,883
174,883
—
349,766
792,329
13,825
1,505,686
2023

—
339,579
—
407,495
1,141,776
7,532
1,896,382
2022

—
312,400
—
359,260
1,109,474
4,311
1,785,445
(1)
All of our named executive officers agreed to take 50% of their salary for 2024 in cash and acquire shares of restricted common
stock in lieu of the remaining 50% of their salary for the fiscal year ended December 31, 2024. All of our named executive officers
agreed to acquire shares of restricted common stock in lieu of all cash compensation for the fiscal years ended December 31,
2023, and 2022, as applicable.
(2)
The amounts represent all or a portion of the annual base salary of each named executive officer set forth in the table pursuant
to their employment agreements, 50% of which was paid in shares of our restricted common stock in lieu of cash for the 2024
and 100% of which was paid in shares of our restricted common stock in lieu of cash for 2023 and 2022. The number of shares of
common stock issued in 2024 was based on $26.04, which was the average price of our common stock for the 10 days
preceding January 12, 2024, the determination date. The number of shares of common stock issued in 2023 was based on
34
Community Healthcare Trust | 2025 PROXY STATEMENT

$37.32, which was the average price of our common stock for the 10 days preceding January 16, 2023, the determination date.
Mr. Dupuy was promoted in 2023 upon Mr. Wallace's passing and received an additional 4,864 shares, based on $36.29, which
was the average price of our common stock for the 10 days preceding April 21, 2023, the determination date. Mr. Monroe joined
the Company in June 2023 and received 16,322 shares, based on $34.31, which was the average price of our common stock for
the 10 days preceding June 15, 2023, the determination date. The number of shares of common stock issued in 2022 was based
on $47.12, which was the average price of our common stock for the 10 days preceding January 14, 2022, the determination
date. All of the shares of our restricted common stock issued in lieu of cash compensation are subject to three, five or eight-year
cliff vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the date of grant, at which time 100%
of the shares of restricted stock will vest, subject to continued employment and each named executive officer's employment
agreement.
(3)
The bonus amounts paid in each of the years 2024, 2023 and 2022 represent the annual bonus of each named executive officer
based on individual performance awards and Company performance awards approved by the Compensation Committee, 100%
of which was paid in shares of our restricted common stock in lieu of cash. The number of shares of common stock issued in
2024 was based on $22.73, which was the average price of our common stock for the 10 days preceding August 8, 2024, the
determination date. The number of shares of common stock issued in 2023 was based on $35.58, which was the average price
of our common stock for the 10 days preceding August 10, 2023, the determination date. The number of shares of common
stock issued in 2022 was based on $39.90, which was the average price of our common stock for the 10 days preceding August
11, 2022, the determination date. All of the shares of our restricted common stock issued in lieu of cash compensation are
subject to an eight-year cliff vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which
time 100% of the shares of restricted stock will vest, subject to continued employment and each named executive officer's
employment agreement.
(4)
Represents the aggregate fair value computed in accordance with FASB ASC Topic 718 of awards of restricted common stock
and/or restricted stock units to the named executive officers for the years ended December 31, 2024, 2023, and 2022 under the
2014 Incentive Plan and the 2024 Incentive Plan. The dollar values of the awards related to base salaries and bonuses for 2024,
2023, and 2022 are based on the grant date value of such awards and the restriction multiples for cash compensation deferrals
outlined in our Alignment of Interest Program, as amended. Awards granted to our named executive officers in connection
with their base salaries for 2024, 2023, and 2022, were based on grant date values of such awards of $26.06 per share, $40.62 per
share, and $46.63 per share, respectively. Awards granted to our named executive officers in connection with their annual
bonuses for 2024, 2023, and 2022 were based on grant date values of such awards of $18.95 per share, $34.62 per share, and
$40.32 per share per share, respectively. The dollar values of performance-based RSUs granted in 2024 are based on the grant
date value of such awards, as determined through Monte-Carlo valuation. Awards granted to our named executive officers in
connection with forward-looking performance in 2024 were based on grant date values of such awards of $13.67 and $20.77, for
absolute and relative performance, respectively. The dollar values of the awards related to the Company's total stockholder
return performance, relative to its peer group, for the years ended December 31, 2023 and 2022, as outlined in the Executive
Officer Incentive Program, as amended, are based on the grant date value of such awards of $34.77 per share and $38.68 per
share, respectively. The 7,000 restricted shares award granted to Mr. Monroe in each of the years 2024 and 2023 were based on
grant date values of $23.65 per share and $32.73 per share, respectively.
(5)
Generally includes employer contributions to the executive officer's health savings account (HSA) and 401(k). Mr. Monroe's other
compensation for 2023 also includes temporary living expenses.
(6)
Joined the Company as a named executive officer on May 1, 2019 and served as the Company's Executive Vice President and
Chief Financial Officer until March 6, 2023, when our Board of Directors appointed Mr. Dupuy to serve as Chief Executive Officer
and President upon the passing of our former CEO and President.
(7)
Joined the Company as a named executive officer on June 1, 2023 and was awarded 7,000 shares of restricted stock and was
awarded an additional 7,000 shares in 2024.
Community Healthcare Trust | 2025 PROXY STATEMENT
35
Proxy

(8)
A significant portion of the named executive officer's compensation is performance based, as set forth in the following table:
Performance Based Incentive Compensation
NAME
Year
Total
Compensation
($)
Bonus
Stock(1)
($)
Alignment
of Interest
Stock(2)
($)
Absolute
TSR-
based
Units
($)
Relative
TSR-
based
Units
($)
3-Year
Total
Shareholder
Return
Stock
($)
5-Year
Total
Shareholder
Return
Stock
($)
Total
Performance
Based Incentive
Compensation
($)
Percent
of Total
Compensation
(%)
David H.
Dupuy(3)
2024

3,123,257 666,668
444,939 300,002 350,016
—
—
1,761,625
56.4
2023

3,533,747 776,700
1,478,662
—
—
161,813
485,438
2,902,613
82.1
2022

2,785,183 560,280
1,121,216
—
—
121,800
487,200
2,290,496
82.2
William G.
Monroe IV(4)
2024

2,361,421 494,400
329,963 185,406 216,320
—
—
1,226,089
51.9
2023

1,404,703 48,000
354,568
—
—
120,000
360,000
882,568
62.8
Leigh Ann
Stach
2024

1,881,913 459,600
306,738
172,351 201,095
—
—
1,139,784
60.6
2023

2,495,269 535,457
1,054,083
—
—
111,554
334,661
2,035,755
81.6
2022

2,342,141 472,075
944,691
—
—
102,625
410,500
1,929,891
82.4
Timothy L.
Meyer
2024

1,505,686 349,766
233,439
115,429 134,673
—
—
833,307
55.3
2023

1,896,382 407,495
802,197
—
—
84,895
254,684
1,549,271
81.7
2022

1,785,445 359,260
718,974
—
—
78,100
312,400
1,468,734
82.3
(1)
For 2024, each executive officer elected to take 50% of his or her salary and 100% of his or her bonus in shares of restricted
stock with 3-year, 5-year or 8-year cliff vesting. In prior years, each executive officer elected to take 100% of his or her salary
and cash bonus in deferred stock with an 8-year cliff vesting.
(2)
Alignment of interest stock grants per the Alignment of Interest Program, as amended, which is part of the Company's
2014 and/or 2024 Incentive Plans.
(3)
Mr. Dupuy was promoted to Chief Executive Officer and President on March 6, 2023.
(4)
Mr. Monroe joined the Company on June 1, 2023 as Executive Vice President and Chief Financial Officer.
36
Community Healthcare Trust | 2025 PROXY STATEMENT

GRANTS OF PLAN-BASED AWARDS
The following table provides additional information relating to grants of plan-based awards made to our named
executive officers during 2024.
Estimated Future Payouts Under
Equity Incentive Plan Awards
All other
stock awards:
Number of
shares of stock
(#)
Grant date
fair value of
stock awards(2)
($)
NAME
GRANT TYPE(1)
Grant date
Threshold
(#)
Target
(#)
Maximum
(#)
David H. Dupuy
Absolute TSR-based Units
1/2/2024

10,973
21,946
43,892

300,002
Relative TSR-based Units
1/2/2024

8,426
16,852
33,704

350,016
Time-based Units(3)
1/2/2024

13,046

347,285
Elective salary deferral
1/12/2024

12,801
333,594
Elective annual bonus deferral
8/8/2024

29,330
555,804
William G. Monroe IV
Absolute TSR-based Units
1/2/2024

6,782
13,563
27,126

185,406
Relative TSR-based Units
1/2/2024

5,208
10,415
20,830

216,320
Time-based Units(3)
1/2/2024

8,062

214,610
Elective salary deferral
1/12/2024

9,494
247,414
CFO grant
6/3/2024

7,000
165,550
Elective annual bonus deferral
8/8/2024

21,751
412,181
Leigh Ann Stach
Absolute TSR-based Units
1/2/2024

6,304
12,608
25,216

172,351
Relative TSR-based Units
1/2/2024

4,841
9,682
19,364

201,095
Time-based Units(3)
1/2/2024

7,495

199,517
Elective salary deferral
1/12/2024

2,648
69,007
Elective annual bonus deferral
8/8/2024

20,220
383,169
Timothy L Meyer
Absolute TSR-based Units
1/2/2024

4,222
8,444
16,888

115,429
Relative TSR-based Units
1/2/2024

3,242
6,484
12,968

134,673
Time-based Units(3)
1/2/2024

5,020

133,632
Elective salary deferral
1/12/2024

6,716
175,019
Elective annual bonus deferral
8/8/2024

15,388
291,603
(1)
The Absolute TSR-based Units, Relative TSR-based Units, Time-based Units, each granted on January 2, 2024, and the Elective
salary deferrals, granted on January 12, 2024, were awarded pursuant to the 2014 Incentive Plan. The CFO grant on June 3, 2024
and the Elective annual bonus deferrals, granted on August 8, 2024, were awarded pursuant to the 2024 Incentive Plan.
(2)
Represents the fair value in accordance with FASB Topic 718.
(3)
The Time-based Units granted in 2024, as shown, in the table, vest proratably on June 30 in each of the years 2024, 2025 and
2026. As such, approximately one-third of each of these grants shown in the table vested during 2024.
Community Healthcare Trust | 2025 PROXY STATEMENT
37
Proxy

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024
The following table sets forth all outstanding equity awards held by each of our named executive officers at
December 31, 2024.
NAME
AWARD TYPE
Number of
Shares or Units of
Stock That Have
Not Vested(1)
(#)
Market Value of
Shares or Units of
Stock That Have
Not Vested(2)
($)
Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or Other
Rights That Have
Not Vested(3)
(#)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or Other
Rights That Have
Not Vested(2)
($)
David H. Dupuy
Restricted stock

251,654
4,834,273
Time-based Units

8,698
167,089
Absolute TSR-based Units

—

10,973
210,791
Relative TSR-based Units

—

8,426
161,863
William G. Monroe IV
Restricted stock

69,252
1,330,331
Time-based Units

5,375
103,254
Absolute TSR-based Units

—

6,782
130,282
Relative TSR-based Units

—

5,208
100,046
Leigh Ann Stach
Restricted stock

232,190
4,460,370
Time-based Units

4,997
95,992
Absolute TSR-based Units

—

6,304
121,100
Relative TSR-based Units

—

4,841
92,996
Timothy L. Meyer
Restricted stock

100,999
1,940,191
Time-based Units

3,347
64,296
Absolute TSR-based Units

—

4,222
81,105
Relative TSR-based Units

—

3,242
62,279
(1)
The shares of restricted common stock are subject to three-year, five-year or eight-year cliff vesting through 2032, subject to
continued employment with the Company on the vesting date. The Time-based Units are scheduled to vest in two equal
installments on June 30, 2025 and 2026, subject to continued employment with the Company on the vesting date.
(2)
The market values of the unvested restricted common stock are calculated by multiplying the number of unvested shares of
restricted common stock held by the applicable named executive officer by the closing price of our common stock on
December 31, 2024, which was $19.21. The market values of the unvested, unearned Absolute and Relative TSR-based Units are
calculated by multiplying the number of unvested units at a threshold payout level (50%) held by the applicable named
executive officer by the closing price of our common stock on December 31, 2024, which was $19.21.
(3)
The unvested, unearned Absolute and Relative TSR-based Units reflect a payout at threshold level (50%). The actual payout level
will be based on the performance of each such award at the end of the performance period, or June 30, 2026.
38
Community Healthcare Trust | 2025 PROXY STATEMENT

STOCK AWARDS VESTED DURING THE YEAR ENDED DECEMBER 31, 2024
The following table sets forth all stock awards vested by each of our named executive officers during the year ended
December 31, 2024.
NAME
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting(1)
($)
David H. Dupuy

4,348
100,221
William G. Monroe IV

2,687
61,935
Leigh Ann Stach(2)

15,975
363,682
Timothy L. Meyer

1,673
38,563
(1)
The value realized on vesting is calculated by multiplying the number of vested awards of restricted common stock held by the
applicable named executive officer by the average price of our common stock on the day of vesting, or the next trading day if
the day of vesting is not a trading day.
(2)
Mr. Dupuy's, Mr. Monroe's, and Mr. Meyer's value realized on vesting amounts were based on an average price at vesting of
$23.05. Ms. Stach's values realized on vesting amounts were based on average prices at vesting of $23.05, $26.08 and $19.06.
Community Healthcare Trust | 2025 PROXY STATEMENT
39
Proxy

POST-EMPLOYMENT COMPENSATION
The tables below illustrate the compensation that would have been received by each of the named executive officers
assuming the officer had been terminated or had been eligible to retire and had elected to retire on December 31,
2024, and that any additional conditions to vesting of restricted stock awards under restricted stock award
agreements had been met. Please see "Compensation Discussion and Analysis- Employment Agreements of Named
Executive Officers as of December 31, 2024" for a more detailed discussion regarding the acceleration and treatment
of such equity awards.
DAVID H. DUPUY
Voluntary
Termination
($)
Not for Cause
Termination
($)
Change-in-
Control
($)
Death or
Disability
($)
Retirement
($)
Cash Severance Benefit(1)

—
3,443,372
3,443,372
—
—
Accelerated Vesting Of Restricted Stock(2)

—
7,688,418
7,688,418
7,688,418
7,688,418
Accelerated Vesting of Unvested Restricted
Stock Units(2)

—
912,398
912,398
912,398
912,398
Total Value of Payments

—
12,044,188
12,044,188
8,600,816
8,600,816
WILLIAM G. MONROE IV
Voluntary
Termination
($)
Not for Cause
Termination (3)
($)
Change-in-
Control (4)
($)
Death or
Disability
($)
Retirement
($)
Cash Severance Benefit(3)

—
1,036,800
2,025,600
—
—
Accelerated Vesting Of Restricted Stock(2)

—
2,113,234
2,113,234
2,113,234
2,113,234
Accelerated Vesting of Unvested Restricted
Stock Units(2)

—
563,871
563,871
563,871
563,871
Total Value of Payments

—
3,713,905
4,702,705
2,677,105
2,677,105
LEIGH ANN STACH
Voluntary
Termination
($)
Not for Cause
Termination (3)
($)
Change-in-
Control (4)
($)
Death or
Disability
($)
Retirement
($)
Cash Severance Benefit(3)

—
1,454,657
2,373,857
—
—
Accelerated Vesting Of Restricted Stock(2)

—
7,214,546
7,214,546
7,214,546
7,214,546
Accelerated Vesting of Unvested Restricted
Stock Units(2)

—
524,183
524,183
524,183
524,183
Total Value of Payments

—
9,193,386
10,112,586
7,738,729
7,738,729
TIMOTHY L. MEYER
Voluntary
Termination
($)
Not for Cause
Termination (3)
($)
Change-in-
Control (4)
($)
Death or
Disability
($)
Retirement
($)
Cash Severance Benefit(3)

—
1,107,027
1,806,559
—
—
Accelerated Vesting Of Restricted Stock(2)

—
3,456,148
3,456,148
3,456,148
3,456,148
Accelerated Vesting of Unvested Restricted
Stock Units(2)

—
351,063
351,063
351,063
351,063
Total Value of Payments

—
4,914,238
5,613,770
3,807,211
3,807,211
40
Community Healthcare Trust | 2025 PROXY STATEMENT

(1)
Represents the annual base salary at December 31, 2024 for a period of 36-months plus the greater of (1) two times the annual
base salary times 0.67 at December 31, 2024 or (2) the average cash bonus for the last two years times two from the date of such
termination, payable in monthly installments.
(2)
Based upon the closing price of a share of the Company's Common Stock on the New York Stock Exchange on December 31,
2024 of $19.21.
(3)
For "Not for Cause Termination," represents the annual base salary at December 31, 2024 for a period of 12-months plus the
greater of (1) two times the annual base salary times 0.33 at December 31, 2024 or (2) the average cash bonus for the last two
years times two from the date of such termination, payable in monthly installments. For Change in Control represents the
annual base salary at December 31, 2024 for a period of 36-months plus the greater of (1) two times the annual base salary times
0.33 at December 31, 2024 or (2) the average cash bonus for the last two years times two from the date of such termination,
payable in monthly installments.
CEO PAY RATIO
Pursuant to rules adopted by the SEC under the Dodd-Frank Act, the Company is required to disclose the ratio of the
annual total compensation for its CEO to the median annual total compensation for its employees other than the
CEO. Under these rules, the Company may identify its median employee once every three years unless there has
been a significant change in its employee population or employee compensation arrangements that the Company
reasonably believes would result in a significant change in its pay ratio disclosure. The Company does not believe
there has been a significant change during 2024, as compared to 2023, that would warrant identifying a new median
employee due to the following:
• The Company's non-executive compensation policies and structure remained unchanged in 2024, as compared
to 2023;
• The Company's employee base has remained fairly constant. At December 31, 2024, the Company employed 36
employees, as compared to 37 employed at December 31, 2023;
• Using the same median employee identified in 2023 for the 2024 pay ratio calculation did not materially impact
the decrease in the reported pay ratio year over year. The decrease in the reported pay ratio from 2023 to 2024
was mostly impacted by a reduction in CEO pay from changes to the Executive Officer Incentive Program in
2024.
For 2023, the Company identified the median employee by examining its payroll records for 2023 for all individuals
other than the CEO that were employed by the Company at December 31, 2023. Compensation for employees that
began employment during the year was annualized based on rate of pay applied to a full year. The Company's
employees are all employed and work out of the corporate office in Franklin, Tennessee. Our employees are
comprised of Company officers, accountants, asset management, and employees with various other roles and
responsibilities.
At December 31, 2024, the Company's median employee's compensation was $139,999 per year. At December 31,
2024, the Company's CEO, Mr. Dupuy, had an annual total compensation of $3,123,257. This amount is comprised of
several components, as reflected in the Summary Compensation Table beginning on page 34. Additional information
concerning Mr. Dupuy's total compensation is provided in the Compensation Discussion and Analysis section
beginning on page 18.
Community Healthcare Trust | 2025 PROXY STATEMENT
41
Proxy

The ratio of CEO pay to median employee pay at December 31, 2024 was 22:1. The table below illustrates the details of
the calculation.
CEO to Median Employee Pay Ratio
PAY
Chief Executive Officer and President
($)
Median Employee
($)
Salary
Cash

333,334
100,500
Salary stock

333,334
—
Bonus
Cash

—
25,000
Bonus stock

666,668
—
Alignment of Interest Stock

778,793
33
Time-based Units

347,285
—
Performance-based Units

650,018
—
Non-Executive Restricted Stock Award

—
10,000
All Other Compensation

13,825
4,466
Total

3,123,257
139,999
CEO to Median Employee Pay Ratio
22:1
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in Compensation Discussion and Analysis, beginning on page 18 of this proxy
statement, the Company's executive compensation program is designed to directly align the interests of our
executive officers with those of the stockholders in a way that encourages prudent decision-making and links
compensation to our overall performance. We use a combination of allowing the acquisition of shares of restricted
stock in lieu of cash salary, as well as grants of restricted stock and restricted stock units for incentive compensation
as the primary means of delivering short-term and long-term compensation to our executive officers. We believe that
restricted stock and restricted stock units with long vesting periods align the interests of executive officers and
stockholders and provide strong incentives to our executive officers to achieve long-term growth in our business,
grow the value of our common stock and maintain or increase our dividends. The most important financial
performance measures used by the Company to link the Company's performance to the compensation of its
named executive officers for the most recently completed fiscal year are as follows:
Targeted Dividend
Payout Ratio
3 YEAR
TSR Relative to
our Peer Group
3 YEAR
Absolute TSR
42
Community Healthcare Trust | 2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE TABLE
The table below sets forth executive compensation information and financial performance measures for each of the
fiscal years 2024, 2023, 2022, 2021, and 2020 for our principal executive officers ("PEOs") and, as an average, for our
other named executive officers ("NEOs").
Summary
Compensation Table
Total for PEO(1)
Compensation
Actually Paid
to PEO(2)
Value of Initial Fixed
$100 Investment
Based On:
Company
Selected
Measure
Year
David H.
Dupuy
($)
Timothy G.
Wallace
($)
David H.
Dupuy
($)
Timothy G.
Wallace
($)
Average Summary
Compensation
Table Total for
Non-PEO NEOs(3)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
Company
TSR(5)
($)
NAREIT All
Equity
REIT Index
TSR(6)
($)
Net (Loss)
Income(7)
($)
Targeted
Dividend
Payout
Ratio(8)
(%)
2024
3,123,257
n/a
1,805,153
n/a
1,916,340
1,224,363
58.09
117.56
(3,181,000)
80
2023
3,533,747 24,793,238
2,076,455 24,959,265
1,932,118
1,170,765
73.98
112.04
7,714,000
74
2022
n/a 4,540,328
n/a
1,654,573
2,304,256
1,356,528
94.24
100.62
22,019,000
74
2021
n/a 4,788,861
n/a
5,472,517
2,191,019
2,374,549
118.86
134.06
22,492,000
78
2020
n/a
3,737,563
n/a 5,082,204
2,165,944
2,732,964
114.20
94.88
19,077,000
87
(1)
Represents total compensation as calculated on the Summary Compensation Table ("SCT") for David H. Dupuy, who was
appointed as CEO and President on March 6, 2023 and Timothy G. Wallace, who was our CEO and President until his passing on
March 3, 2023.
(2)
Adjustments to Determine Compensation Actually Paid to David H. Dupuy (PEO) for the years 2024 and 2023 and to Timothy G.
Wallace (PEO) for the years 2023, 2022, 2021 and 2020 are shown in the table below.
David H. Dupuy
Timothy G. Wallace
2024
($)
2023
($)
2023
($)
2022
($)
2021
($)
2020
($)
Summary Compensation Table Total

3,123,257
3,533,747 24,793,238 4,540,328 4,788,861
3,737,563
Deduction for Amounts Reported under the
"Stock Awards" Column in the SCT
(1,776,096)
(2,125,913)
(1,015,989) (2,820,373)
(3,164,711) (2,530,931)
Increase for Fair Value of Awards Granted during
year that Remain Unvested as of Year End

1,209,886
1,545,147
—
2,450,331 3,055,580 2,504,933
Increase (Deduction) for Change in Fair Value
from Prior Year End to Current Year End of
Awards Granted in Prior Years that were
Outstanding and Unvested as of Year End
(1,556,756) (1,387,942)
— (3,471,338)
38,081
785,536
Fair Value as of the Vesting Date of Awards
Granted and Vested in the Same Year

100,221
—
848,056
—
—
—
Increase (Deduction) in Fair Value from the
Vesting Date to Prior Year End for Awards
Granted in Prior Years that Vested during the
Year

—
—
319,137
—
—
—
Deduction for the Fair Value as of Prior Year End
of Awards Forfeited or Cancelled during the
Current Year

—
—
(264,741)
—
—
—
Increase based on Dividends or Other Earnings
Paid during the year prior to Vesting Date of
Award

704,641
511,416
279,564
955,625
754,706
585,103
Total Adjustments

(1,318,104) (1,457,292)
166,027 (2,885,755)
683,656
1,344,641
Compensation Actually Paid

1,805,153 2,076,455 24,959,265
1,654,573
5,472,517 5,082,204
Community Healthcare Trust | 2025 PROXY STATEMENT
43
Proxy

1,916,340
1,932,118 2,304,256
2,191,019 2,165,944
Deduction for Amounts Reported under the "Stock Awards"
Column in the SCT
(1,033,556) (1,235,251) (1,432,502) (1,432,215) (1,485,580)
Increase for Fair Value of Awards Granted during year that
Remain Unvested as of Year End

743,455
908,424
1,244,515
1,382,175 1,488,488
Increase (Deduction) for Change in Fair Value from Prior Year
End to Current Year End of Awards Granted in Prior Years that
were Outstanding and Unvested as of Year End

(790,611)
(703,497) (1,076,505)
10,338
316,825
Fair Value as of the Vesting Date of Awards Granted and Vested
in the Same Year

52,692
—
—
—
—
Increase (Deduction) in Fair Value from the Vesting Date to
Current Year End for Awards Granted in Prior Years that Vested
during the Year

(17,641)
(4,320)
—
—
—
Deduction for the Fair Value as of Prior Year End of Awards
Forfeited or Cancelled during the Current Year

(34,845)
(10,955)
—
—
—
Increase based on Dividends or Other Earnings Paid during the
year prior to Vesting Date of Award

388,529
284,246
316,764
223,232
247,287
Total Adjustments

(691,977)
(761,353)
(947,728)
183,530
567,020
Average Compensation Actually Paid
1,224,363
1,170,765 1,356,528 2,374,549 2,732,964
(5)
Cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the
measurement period (determined in accordance with Item 402(v) of the SEC Regulation S-K), assuming dividend
reinvestment, and the difference between the Company's common share price at the end and the beginning of the
measurement period by the common share price at the beginning of the measurement period.
(6)
Cumulative TSR for the Company's Peer Group (NAREIT All Equity REIT Index) is calculated by dividing the sum of the
cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of the SEC
Regulation S-K), assuming dividend reinvestment, and the difference between the NAREIT All Equity REIT Index common
share price at the end and the beginning of the measurement period by the common share price at the beginning of the
measurement period.
(7)
Represents audited Net (Loss) Income per our Consolidated Statements of Income included in our Annual Reports on Form 10-
K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020.
(8)
Targeted dividend payout ratio measured using a target dividend for each year divided by actual AFFO for the trailing four
quarters ended June 30 of each year as discussed in more detail in Compensation Discussion and Analysis.
44
Community Healthcare Trust | 2025 PROXY STATEMENT

ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
While the Company uses various performance measures to align executive compensation to the Company's
performance, not all performance measures used are included in the "Pay versus Performance Table" for 2024.
Moreover, the Company seeks to incentivize long-term performance and our executives have elected to
receive a significant portion of their compensation in shares of restricted stock.
Compensation Actually Paid and Cumulative TSR
Company TSR and NAREIT All Equity REIT Index TSR are computed in accordance with Item 402(v) of Regulation S-K.
These metrics are based on dividends and stock prices for each period presented. The NAREIT All Equity REIT Index is
not used by the Company in determining executive compensation.
Compensation Actually Paid and Net Income
The amount of compensation actually paid to our executive officers is not directly linked to net income. The
Company is a growing real estate company with its real estate portfolio as its largest asset. Though real estate over
the long-term generally increases in value, the assets are depreciated over the useful life of each asset on our
consolidated statements of income in accordance with generally accepted accounting principles. Consequently,
depreciation expense continues to grow as our real estate portfolio grows which significantly reduces the Company's
net income.
Compensation Actually Paid and Targeted Dividend Payout Ratio
As described in more detail in Compensation Discussion and Analysis, the Company Performance Award ("CPA"),
through June 30, 2024, was measured using a targeted dividend for each year divided by actual AFFO for the trailing
four quarters ended June 30 of each year. The CPA provided for a payment of a range from 0% to 150% of base salary
based on decreasing calculated targeted dividend payout ratios moving from 95% to 80%. The targeted dividend
payout ratios resulted in award percentages of 150% for each of the years 2024, 2023, 2022 and 2021 and 90% for 2020.
Since the CPA targeted 50% of each executive officer's base pay, the CPA resulted in bonus payments of 75%, 75%,
75%, 75% and 45%, respectively, for the years 2024, 2023, 2022, 2021 and 2020. Each of the executive officers elected to
take these bonus payments in shares of restricted stock, through the Company's Alignment of Interest Program, as
amended, that cliff vest in 8 years.
Compensation Actually Paid and 3-Year Performance Based RSUs
As described in more detail in Compensation Discussion and Analysis, the Company's 3-year Performance Based RSU
Awards were implemented in 2024 for the 3-year performance period beginning July 1, 2023 and were designed to
be a long-term incentive award based on a three-year forward-looking performance period measured against our
peer group for that performance period. These forward-looking RSU awards are measured based on (i) growth in the
Company's TSR (the "3-Year Absolute TSR Award") and (ii) TSR performance relative to our relative TSR peer group
(the "3-Year Relative TSR Award"). These awards for 2024 were granted in restricted stock units and the payout levels,
if any, will be based on performance as determined under each of these TSR awards.
Compensation Actually Paid and 3-Year Time-Based RSUs
As described in more detail in Compensation Discussion and Analysis, the Company's 3-year Time-Based RSU Awards
were implemented in 2024 for the 3-year service period beginning July 1, 2023. These awards vest ratably over a
three-year period on each June 30.
Community Healthcare Trust | 2025 PROXY STATEMENT
45
Proxy

Equity Compensation Plan Information
The following table gives information about shares of our common stock that may be issued under our 2024
Incentive Plan as of December 31, 2024.
PLAN CATEGORY
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(#)
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(#)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected
in First Column)
(#)
Equity compensation plans approved
by stockholders

—
—
1,014,260
Equity compensation plans not
approved by stockholders

—
—
176,709
(1)
Total

—
—
1,190,969
(1)
These 176,709 shares are reserved under our Alignment of Interest Program, as amended, for purchase by our employees and
directors in exchange for the cash compensation.
46
Community Healthcare Trust | 2025 PROXY STATEMENT

PROPOSAL 2
Non-Binding Advisory Vote on Executive
Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the
Dodd-Frank Act, enables the Company's stockholders to vote to approve, on a non-
binding advisory basis, the compensation of the Company's named executive officers
as disclosed in this proxy statement in accordance with the SEC's rules.
As discussed in the Compensation Discussion and Analysis section of this proxy
statement beginning on page 18, the Company's executive compensation policies are
designed to align the interests of the named executive officers with the interests of
our shareholders, link executive compensation to the Company's overall performance,
and attract, retain, and motivate our named executive officers. The Board believes
that its executive compensation programs have been effective at appropriately
aligning pay and Company performance, promoting the achievement of the long-
term positive results in its performance criteria, and enabling the Company to attract
and retain talented executives within its industry.
The Board is asking stockholders to indicate their support for the named executive
officer compensation described in this proxy statement. This proposal, commonly
known as a "say-on-pay" proposal, gives stockholders the opportunity to express views
on the Company's executive compensation for its named executive officers. This vote
is not intended to address any specific item of compensation, but rather the overall
compensation of the Company's named executive officers and the policies and
procedures described in this proxy statement. Accordingly, the Board asks
stockholders to vote "FOR" the following resolution:
RESOLVED, that the stockholders of Community Healthcare Trust Incorporated
approve, on a non-binding advisory basis, the compensation of the named executive
officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy
statement for the 2025 annual meeting of stockholders.
Although this is an advisory vote that will not be binding on the Compensation
Committee or the Board, the Board will carefully review the results of the vote.
The Compensation Committee will also carefully consider stockholders'
concerns when designing future executive compensation programs.
Our Board of
Directors
unanimously
recommends a
vote "FOR" the
resolution
approving the
compensation of
the Company's
named executive
officers.
Required Vote
The affirmative vote of a majority of the shares cast on the matter is required to
approve, on an advisory basis, the say on pay vote. As an advisory vote, this proposal is
not binding upon us. However, the Compensation Committee of our Board of
Directors, which is responsible for designing and administering our executive
compensation program, values the opinions expressed by our stockholders and will
consider the outcome of the vote when making future compensation decisions.
Community Healthcare Trust | 2025 PROXY STATEMENT
47
Proxy

PROPOSAL 3
Ratification of the Appointment of BDO
USA, P.C. as Our Independent Registered
Public Accountants for 2025
General
We are asking our stockholders to ratify the selection of BDO USA, P.C. as our
independent registered public accountants for 2025. Although current law, rules and
regulations, as well as the charter of the Audit Committee, require the Audit
Committee to engage, retain and supervise our independent registered public
accountants, we view the selection of the independent registered public accountants
as an important matter of stockholder concern and thus are submitting the selection
of BDO USA, P.C. for ratification by stockholders as a matter of good corporate
practice.
The Audit Committee appointed BDO USA, P.C. to serve as our independent
registered public accountants for the 2024 fiscal year and has appointed BDO
USA, P.C. to serve as our independent registered public accountants for the 2025 fiscal
year. A representative of BDO USA, P.C. is expected to attend the annual meeting. If
present, the representative will have the opportunity to make a statement and will be
available to respond to appropriate questions. BDO USA, P.C. has served as our
independent registered public accountants since 2015.
Our Board of
Directors
unanimously
recommends a
vote "FOR" the
ratification of BDO
USA, P.C. as our
independent
registered public
accountants for
2025.
Audit and Non-Audit Services
Fees related to services performed for us by BDO USA, P.C. in fiscal years 2024 and 2023 are as follows:
2024
($)
2023
($)
Audit Fees(1)

796,285
717,005
Audit-Related Fees

—
—
Tax Fees

—
—
All Other Fees

—
—
Total

796,285
717,005
(1)
Audit fees include fees and expenses associated with the audit of our financial statements, the reviews of the financial
statements in our quarterly reports on Form 10-Q, and services provided in connection with registration statements and
periodic reports filed with the Securities and Exchange Commission. Audit fees for 2024 include fees associated with
registration statements totaling $120,732 and fees related to auditing our internal control over financial reporting. Audit fees for
2023 include fees associated with registration statements totaling $91,067 and fees related to auditing our internal control over
financial reporting.
In accordance with the procedures set forth in its charter, the Audit Committee pre-approves all auditing services
and permitted non-audit and tax services (including the fees and terms of those services) to be performed for us by
our independent registered public accountants prior to their engagement with respect to such services, subject to
the de minimis exceptions for non-audit services permitted by the Exchange Act, which are approved by the Audit
Committee prior to the completion of the audit.
48
Community Healthcare Trust | 2025 PROXY STATEMENT

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and
are not experts in the fields of accounting or auditing, including with respect to auditor independence. Members of
the Audit Committee rely without independent verification on the information provided to them and on the
representations made by management and the independent registered public accounting firm. Accordingly, the
Audit Committee's oversight does not provide an independent basis to determine that management has
maintained appropriate accounting and financial reporting principles, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that the audit of
the Company's financial statements has been carried out in accordance with the standards of the PCAOB, that the
financial statements are presented in accordance with generally accepted accounting principles or that BDO
USA, P.C. is in fact "independent."
Audit Committee:
Robert Hensley (Chairman)
Cathrine Cotman
Claire Gulmi
50
Community Healthcare Trust | 2025 PROXY STATEMENT

Beneficial Ownership of Shares of Common Stock
DIRECTORS, EXECUTIVE OFFICERS AND OTHER STOCKHOLDERS
As of March 3, 2025, we had 47 stockholders of record. Except as otherwise stated in a footnote, the following table
presents certain information regarding the beneficial ownership of our common stock as of March 3, 2025 by: (i) the
persons known by us to own beneficially more than 5% of our common stock; (ii) each of our directors, nominees for
director and named executive officers; and (iii) all of our directors, nominees for director, and executive officers as a
group. Each person named in the table has sole voting and investment power with respect to all of the common
stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.
The SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power
and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner
of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of
any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or
similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In
computing the number of shares beneficially owned by a person and the percentage ownership of that person, our
common stock subject to options or other rights (as set forth above) held by that person that are currently
exercisable or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated, the business address of all the individuals and entities is c/o Community Healthcare Trust
Incorporated, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067. No common stock beneficially owned by
any director or named executive officer has been pledged as security for a loan.
5% Stockholders
The Vanguard Group, Inc.

2,898,621 (2)
10.2
BlackRock, Inc.

2,742,494 (3)
9.7
Directors and Director Nominees
Cathrine Cotman

20,861
*
Alan Gardner

68,249
*
Claire Gulmi

42,493
*
Robert Hensley

70,670
*
Lawrence Van Horn

62,230
*
Named Executive Officers (4)
David H. Dupuy

439,802
1.6
William G. Monroe IV

138,034
*
Leigh Ann Stach

414,144
1.5
Timothy L. Meyer

199,478
*
All Directors and Executive Officers as a Group (9 persons total)

1,455,961
5.1
Other Officers and Employees

410,344
1.4
NAME OF BENEFICIAL OWNER
Number of Shares
Beneficially Owned
(#)
Percentage of
All Shares(1)
(%)
Community Healthcare Trust | 2025 PROXY STATEMENT
51
Proxy

*
Less than 1% of the outstanding shares of common stock.
(1)
Based on 28,339,419 shares of common stock outstanding on March 3, 2025.
(2)
Based on a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, Inc. has shared voting power with
respect to 59,233 shares of common stock, sole dispositive power with respect to 2,816,507 shares of common stock and shared
dispositive power with respect to 82,114 shares of common stock. The Vanguard Group, Inc. is located at 100 Vanguard
Boulevard, Malvern, PA 19355.
(3)
Based on a Schedule 13G/A filed with the SEC on February 5, 2025, BlackRock, Inc. has sole voting power with respect to
2,524,592 shares of common stock and sole dispositive power with respect to 2,742,494 shares of common stock. BlackRock, Inc.
is located at 50 Hudson Yards, New York, NY 10001.
(4)
Excludes unvested time-based restricted stock units.
52
Community Healthcare Trust | 2025 PROXY STATEMENT

Stockholder Proposals for the 2026 Annual Meeting
At the annual meeting each year, the Board of Directors submits to stockholders its nominees for election as
directors. In addition, the Board may submit other matters to the stockholders for action at the annual meeting.
Stockholders may also submit proposals for action at the annual meeting.
Stockholders interested in submitting a proposal for inclusion in our proxy materials for the 2026 annual meeting of
stockholders may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the 2026 annual
meeting is held within 30 days of May 1, 2026, stockholder proposals must be received by William G. Monroe IV,
Corporate Secretary, at 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee, 37067, no later than 5:00 p.m., Eastern
Time on November 13, 2025 in order for such proposals to be considered for inclusion in the proxy statement and
form of proxy relating to such annual meeting.
Any stockholder proposals (including recommendations of nominees for election to the Board of Directors) intended
to be presented at the Company's 2026 annual meeting of stockholders, other than a stockholder proposal
submitted pursuant to Exchange Act Rule 14a-8, must be received in writing at our principal executive offices no
earlier than on October 14, 2025, nor later than 5:00 p.m., Eastern Time, on November 13, 2025, together with all
supporting documentation required by our Bylaws. For more complete information on these requirements, please
refer to our Bylaws.
To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees,
other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19
under the Exchange Act no later than March 2, 2026.
54
Community Healthcare Trust | 2025 PROXY STATEMENT

Other Matters
As of the date of this proxy statement, management does not know of any other matters to be brought before the
annual meeting other than those set forth herein. However, if any other matters are properly brought before the
annual meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies
with respect to such matters in accordance with their best judgment.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE
SUBMIT A PROXY BY INTERNET, BY PHONE OR, IF YOU REQUEST WRITTEN PROXY MATERIALS BY RETURNING
A COMPLETED, SIGNED AND DATED PROXY CARD OR VOTING INSTRUCTION FORM.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Upon written request of any record holder or beneficial owner of shares entitled to vote at the annual meeting, we
will provide, without charge, a copy of our Annual Report on Form 10-K. Requests should be mailed to William G.
Monroe IV, Corporate Secretary, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067. You may also access
our Annual Report on Form 10-K on the investor relations webpage of our Internet website, http://
investors.chct.reit.
By Order of the Board of Directors,
William G. Monroe IV
Secretary
March 13, 2025
Community Healthcare Trust | 2025 PROXY STATEMENT
55
Proxy

Appendix A — Reconciliation of Non-GAAP Financial
Measures
Funds from operations, ("FFO"), as defined by NAREIT, and adjusted funds from operations ("AFFO"), are important
non-GAAP supplemental measures of operating performance for a REIT. Because the historical cost accounting
convention used for real estate assets requires straight-line depreciation except on land, such accounting
presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate
values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT
that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a
supplemental measure of operating performance for REITs that excludes historical cost depreciation and
amortization, among other items, from net income, as defined by GAAP.
NAREIT defines FFO as the most commonly accepted and reported measure of a REIT's operating performance
equal to net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and
impairments of real estate, plus depreciation and amortization related to real estate properties, and after
adjustments for unconsolidated partnerships and joint ventures. NAREIT also provides REITs with an option to
exclude gains, losses and impairments of assets that are incidental to the main business of the REIT from the
calculation of FFO.
The Company's AFFO is defined as FFO, excluding non-cash income and expenses, such as amortization of stock-
based compensation, the effects of straight-line rent, and other non-cash items from time to time. The Company
considers AFFO to be a useful supplemental measure to evaluate the Company's operating results excluding these
income and expense items to help investors, analysts and other interested parties compare the operating
performance of the Company between periods or as compared to other companies on a more consistent basis.
Management believes that net income, as defined by GAAP, is the most appropriate earnings measurement.
However, management believes FFO and FFO per share to be supplemental measures of a REIT's performance
because they provide an understanding of the operating performance of the Company's properties without giving
effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost
accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes
predictably over time. However, real estate values instead have historically risen or fallen with market conditions.
Net operating income ("NOI") is a key performance indicator. NOI is defined as net income or loss, computed in
accordance with GAAP, generated from our total portfolio of properties and other investments before general and
administrative expenses, depreciation and amortization expense, gains or losses on the sale of real estate properties
or other investments, interest expense, deferred income tax expense, and interest and other income, net. We believe
that NOI provides an accurate measure of operating performance of our operating assets because NOI excludes
certain items that are not associated with management of the properties. The Company's use of the term NOI may
not be comparable to that of other real estate companies as they may have different methodologies for computing
NOI.
The Company believes that by excluding the effect of depreciation, amortization, gains or losses from sales of real
estate, impairment of real estate, and gains, losses and impairment of incidental assets, straight-line rent and
amortization of stock-based compensation, all of which are based on historical costs and which may be of limited
relevance in evaluating current performance, FFO and AFFO can facilitate comparisons of operating performance
between periods. The Company reports FFO and AFFO per share because these measures are observed by
management to be some of the predominant measures used by the REIT industry and by industry analysts to
evaluate REITs and because FFO per share, as defined by NAREIT, is consistently reported, discussed, and compared
by research analysts in their notes and publications about REITs. For these reasons, management has deemed it
appropriate to disclose and discuss FFO and AFFO per share. However, neither FFO or AFFO represents cash
generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash
available to fund cash needs. FFO and AFFO should not be considered alternatives to net income attributable to
common stockholders or as indicators of the Company's operating performance or as alternatives to cash flow from
operating activities as measures of liquidity. The table below reconciles net income to FFO and AFFO.
56
Community Healthcare Trust | 2025 PROXY STATEMENT

COMMUNITY HEALTHCARE TRUST INCORPORATED RECONCILIATION OF FFO and AFFO
(Unaudited; Dollars and shares in thousands, except per share amounts)
Year Ended December 31,
2024
($)
2023
($)
2022
($)
Net (loss) income

(3,181)
7,714
22,019
Real estate depreciation and amortization

43,277
40,103
32,602
Credit loss reserve (1)

11,000
—
—
Impairments, net of gains on the sales of depreciable real estate assets

121
102
—
Funds from Operations (FFO)

51,217
47,919
54,621
Straight-line rent

(1,942)
(3,052)
(3,444)
Stock-based compensation

9,987
8,166
9,415
Accelerated amortization of stock-based compensation (2)

—
11,799
—
Net gain from insurance recovery on casualty loss

—
(706)
—
Adjusted Funds from Operations (AFFO)

59,262
64,126
60,592
FFO per Diluted Common Share

1.91
1.86
2.24
AFFO Per Diluted Common Share

2.21
2.49
2.49
Weighted Average Common Shares Outstanding-Diluted (3)

26,843
25,752
24,379
(1)
During the second quarter of 2024, the Company recorded an $11 million credit loss reserve on the notes receivable with a
tenant where collectibility was not reasonably assured.
(2)
Non-cash accelerated amortization of stock-based compensation totaling $11.8 million was recorded in 2023 upon the passing
of the Company's former CEO.
(3)
Diluted weighted average common shares outstanding for FFO are calculated based on the treasury method, rather than the
2-class method used to calculate earnings per share.
Community Healthcare Trust | 2025 PROXY STATEMENT
57
Proxy

COMMUNITY HEALTHCARE TRUST INCORPORATED RECONCILIATION OF NOI
(Unaudited; Dollars and shares in thousands)
Year Ended December 31,
2024
($)
2023
($)
2022
($)
Net (loss) income

(3,181)
7,714
22,019
General and administrative (1)

19,058
15,539
14,837
Accelerated amortization of deferred compensation

—
11,799
—
Depreciation and amortization

42,778
39,693
32,339
Credit loss reserve

11,000
—
—
Impairments, net of gains on the sales of depreciable real estate assets

121
102
—
Interest expense

23,706
17,792
11,873
Deferred income taxes

—
306
41
Interest and other income, net

(530)
(813)
(66)
NOI

92,952
92,132
81,043
(1)
2023 excludes accelerated amortization of stock-based compensation shown as a separate line in the reconciliation above.
58
Community Healthcare Trust | 2025 PROXY STATEMENT

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results," and "A large percentage of our properties are located in Texas, Illinois, and Ohio, and changes in these
markets may materially adversely affect us."
2024 Real Estate Investments
During the year ended December 31, 2024, the Company acquired nine real estate properties, in seven separate
transactions, as detailed in Note 4 – Real Estate Acquisitions, Disposition, and Assets Held for Sale to the
Consolidated Financial Statements. Upon acquisition, the properties were 99.3% leased in the aggregate with lease
expirations through 2039.
Human Capital Resource Management
As of December 31, 2024, we had 36 employees. All of our employees work at our corporate office in Franklin,
Tennessee. Our employees are not members of any labor union, and we consider our relations with our employees to
be excellent. We have a stable, but growing workforce with an average tenure of 3.9 years and voluntary employee
turnover of approximately 3% during the year ended December 31, 2024. At December 31, 2024, 39% of our
employees, 33% of our management team, and 33% of our board of directors were female.
The success of our employees drives the success of the business and supports our goal of long-term value creation
for our shareholders. We offer competitive benefits and training programs to develop employees’ expertise and
skillsets, use training, communication, appropriate investments and clear corporate policies to strive to provide a
safe, harassment-free work environment guided by principles of fair and equal treatment, and prioritize employee
engagement. As a result, we believe our employees are committed to building strong, innovative and long-term
relationships with each other and with our tenants.
Compensation of our board and management team is structured to closely align their interest with those of our
stockholders. From our initial public offering, or IPO, in May 2015 through 2023, our executive officers elected
each year to take 100% of their total compensation in restricted stock, subject to an eight-year cliff-vesting period.
Beginning in 2024, our executive officers are permitted to take up to 50% of their total compensation in restricted
stock. Our board has elected to take the majority of their total compensation in restricted stock, subject to a three-
year cliff-vesting period. Also, all of our employees are shareholders in the Company, further aligning their interest
with those of our stockholders.
We have adopted a Human Capital Support and Development Policy and a Human Rights Policy to support our
employees and tenants with a safe and healthy environment. These policies are posted on the Investor Relations tab
of the Company’s website (www.chct.reit).
Competitive Strengths
We believe our management team's significant healthcare, real estate and public REIT management experience
distinguishes us from other REITs and real estate operators, both public and private. Specifically, our Company's
competitive strengths include, among others:
•
Strong, Diversified Portfolio. Our focus is on investing in properties where we can develop strategic
alliances with financially sound healthcare providers that offer need-based healthcare services in our target
markets. Our tenant base includes many nationally recognized healthcare providers (or their affiliates) and
our property portfolio has significant diversification with respect to healthcare provider, industry segment,
and facility type.
•
Attractive and Disciplined Investment Focus. We focus on healthcare facilities in our target submarkets
which are off-market or lightly marketed transactions at purchase prices generally between $3 million and
$30 million. We believe there is significantly less competition from existing REITs and institutional buyers
for assets in these target submarkets than for comparable urban assets, thereby increasing the potential for
more attractive risk-adjusted returns. In addition, we believe that healthcare-related real estate rents and
valuations are less susceptible to changes in the general economy than many other types of commercial real
estate due to favorable demographic trends and the need-based rise in healthcare expenditures, even during
7
Form 10-K

economic downturns.
•
Extensive Relationships with Healthcare Providers, Intermediaries and Property Owners. We believe that
our management team has a strong reputation among, and a deep understanding of the real estate needs of,
healthcare providers in our target submarkets. In addition, we have strategic relationships which we believe
give us the ability to meet the needs of healthcare providers by structuring transactions that are mutually
advantageous to sellers, our tenants and us. We believe this ability has led to, and will continue to lead to,
strategic acquisition opportunities, which will, in turn, produce attractive risk-adjusted returns. None of our
properties to date were acquired pursuant to "calls for offers" or other auction style bidding situations. We
believe our relationships provide us with additional off-market or lightly marketed acquisition
opportunities, thus providing us the opportunity to continue to purchase assets outside a competitive
bidding process.
•
Experienced Management Team. Our executive management team averages over 25 years of healthcare,
real estate and/or public REIT management experience on average. Led by David H. Dupuy, Chief
Executive Officer and President, William G. Monroe IV, our Executive Vice President and Chief Financial
Officer, Leigh Ann Stach, our Executive Vice President and Chief Accounting Officer, and Timothy L.
Meyer, our Executive Vice President, Asset Management, our management team has significant experience
in acquiring, owning, operating and managing healthcare facilities and providing full service real estate
solutions for the healthcare industry. Prior to joining the Company, Mr. Dupuy was a Managing Director at
SunTrust Robinson Humphrey (Truist Securities) where he led investment banking coverage of healthcare
facilities and REITs and held positions in healthcare banking at Bank of America. Mr. Monroe has
experience in healthcare investment banking. Ms. Stach has experience in public healthcare REIT
accounting and financial reporting. Mr. Meyer has experience in real estate and asset management in public
healthcare REITs.
•
Growth Oriented Capital Structure. At December 31, 2024, we had $212.0 million outstanding on our
revolving credit facility and had $275.0 million outstanding on our term loans under our second amendment
to the third amended and restated credit agreement, dated as of October 16, 2024, by and among
Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party
thereto as lenders, and Truist Bank, as administrative agent (collectively, our "Credit Facility") with a
40.3% debt-to-total capitalization ratio (debt plus stockholders' equity plus accumulated depreciation). In
the future, in addition to equity and debt issuances, we may also use OP units of our operating partnership
as currency to acquire additional properties from owners seeking to defer their potential taxable gain and
diversify their holdings. We believe that the borrowing capacity under our Credit Facility, combined with
our ability to use OP units as acquisition currency, provides us with significant financial flexibility to make
opportunistic investments and fund future growth.
•
Significant Alignment of Interests. We have structured the compensation of our board and management
team to closely align their interests with the interests of our stockholders. Since our IPO in May 2015, our
executive officers have elected each year to take a significant portion of their total compensation in
restricted stock or restricted stock units, subject to three-year to eight-year cliff-vesting periods. The
Company's board of directors have also elected to take a significant portion of their total compensation in
restricted stock since the Company's IPO, subject to a three-year cliff-vesting period. We believe that our
board and management team receiving restricted stock and restricted stock units subject to long-term cliff-
vesting periods as a material component of their total compensation effectively aligns the interests of our
board and management with those of our stockholders, creating significant incentives to maximize returns
for our stockholders. Finally, each executive officer and director has met stock ownership guidelines that
require our executive officers and directors to continuously own an amount of our common stock based on
a multiple of such officer's annual base salary or such director's annual retainer, as applicable.
8

Business Objective
Our principal business objective is to provide attractive risk-adjusted returns to our stockholders through a
combination of (i) sustainable and increasing rental income and cash flow that generates reliable, increasing
dividends and (ii) potential long-term appreciation in the value of our properties and common stock. Our primary
strategies to achieve our business objective are to invest in, own and proactively manage a diversified portfolio of
healthcare properties, which we believe will drive reliable, increasing rental revenue and cash flow.
Growth Strategy
We intend to continue to grow our portfolio of healthcare properties primarily through acquisitions of healthcare
facilities in our target submarkets that provide stable revenue growth and predictable long-term cash flows. We
generally focus on individual acquisition opportunities between $3 million and $30 million in off-market or lightly
marketed transactions and do not intend to participate in competitive bidding or auctions of properties. We believe
that there are abundant opportunities to acquire attractive healthcare properties in our target markets either from
third-party owners of existing healthcare facilities or directly with healthcare providers through sale-leaseback
transactions. We believe there is significantly less competition from existing REITs and institutional buyers for
assets in these target submarkets than for comparable urban assets, thereby increasing the potential for attractive
risk-adjusted returns. Furthermore, we may acquire healthcare properties on a non-cash basis in a tax efficient
manner through the issuance of OP units as consideration for the transaction.
We intend for our investment portfolio to be diversified among healthcare facility type such as medical office
buildings, physician clinics, surgical centers and hospitals, specialty centers, behavioral facilities, inpatient
rehabilitation facilities and long-term acute care hospitals, as well as being diverse both geographically and with
respect to our tenant base. We seek to invest in properties where we can develop strategic alliances with financially-
sound healthcare providers that offer need-based healthcare services in our target markets.
In connection with our review and consideration of healthcare real estate acquisition opportunities, we generally take
into account a variety of considerations, including but not limited to:
•
whether the property will be leased to a financially-sound healthcare tenant;
•
the historical performance of the market and its future prospects;
•
property location, with an emphasis on proximity to a population base;
•
demand for healthcare related services and facilities;
•
current and future supply of competing properties;
•
occupancy and rental rates in the market;
•
population density and growth potential;
•
anticipated capital expenditures;
•
anticipated future acquisition opportunities; and
•
existing and potential competition from other healthcare real estate owners and tenants.
We currently have no intention to invest in companies that provide healthcare services structured to comply with the
REIT Investment Diversification and Empowerment Act of 2007, or RIDEA.
9
Form 10-K

We operate so as to maintain our status as a REIT for federal income tax purposes. As a REIT, we are not subject to
corporate federal income tax with respect to taxable income distributed to our stockholders. We have also elected
two subsidiaries to be treated as taxable REIT subsidiaries ("TRSs"), which are subject to federal and state income
taxes.
Tax Status
We have qualified as a REIT for U.S. federal income tax purposes since 2015, the year we began operations, and we
expect that we will remain qualified as a REIT for U.S. federal income tax purposes for the year ending December
31, 2025. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, through actual
investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as
amended, or the Code, relating to, among other things, the sources of our gross income, the composition and values
of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are
organized in conformity with the requirements for qualification as a REIT under the Code and that our manner of
operations will enable us to continue to meet the requirements for qualification and taxation as a REIT for U.S.
federal income tax purposes for the year ending December 31, 2025.

As a REIT, we generally will not be subject to U.S. federal income tax on our taxable income that we distribute
currently to our stockholders. Under the Code, REITs are subject to numerous organizational and operational
requirements, including a requirement that they distribute on an annual basis at least 90% of their REIT taxable
income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If we fail
to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our
income for that year will be subject to tax at regular corporate income tax rates, and we would be disqualified from
taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. Even
if we qualify as a REIT for U.S. federal income tax purposes, we may still be subject to state and local taxes on our
income and assets and to U.S. federal income and excise taxes on our undistributed income. Additionally, any
income earned by Community Healthcare Trust Services, Inc. and CHCT Holdings, Inc., our TRSs, and any other
TRSs that we form or acquire in the future will be fully subject to U.S. federal, state and local corporate income tax.
Government Regulation
Our healthcare tenants and their operators are subject to extensive federal, state and local government legislation and
regulation. Federal laws, including but not limited to the Affordable Care Act; laws intended to combat fraud and
waste such as the Anti-Kickback Statute, Stark Physician Self-Referral Law, False Claims Act; Medicare and
Medicaid laws and regulations; and the Health Insurance Portability and Accountability Act of 1996 may limit our
tenants operational flexibility and compensation arrangements. Many states have analogous laws which may be
broader than their federal counterparts, including state licensure laws, fraud and abuse laws, privacy rules, and
Medicaid requirements. Compliance with these regulatory requirements can increase operating costs and, thereby,
adversely affect the financial viability of our tenants’ businesses. Our tenants’ failure to comply with these laws and
regulations could adversely affect their ability to successfully operate our properties, which could negatively impact
their ability to satisfy their contractual obligations to us. As a landlord, we intend for all of our business activities
and operations to conform in all material respects with all applicable laws and regulations, including healthcare laws
and regulations. Our leases require the tenants and operators to comply with all applicable laws, including healthcare
laws. However, we do not have any ability to audit nor do we independently verify such compliance.
These laws subject tenant healthcare facilities and practices to requirements related to reimbursement, licensing and
certification policies, ownership of facilities, addition or expansion of facilities and services, pricing and billing for
services, compliance obligations (including those governing the security, use and disclosure of confidential patient
information) and fraud and abuse laws. These laws and regulations are wide-ranging and complex, may vary or
overlap from jurisdiction to jurisdiction, and are subject frequently to change. Healthcare facilities may also be
affected by changes in accreditation standards or in the procedures of the accrediting agencies that are recognized by
governments in the certification process. In addition, expansion (including the addition of new beds or services or
the acquisition of medical equipment) and occasionally the discontinuation of services of healthcare facilities may be
subject to state regulatory approval through certificate of need programs. This may impact the ability of our tenants
to expand their businesses. Different tenants may be more or less subject to certain types of regulation, some of
10

which are specific to the type of facility or provider. We cannot predict the degree to which these changes, or
changes to the federal healthcare programs in general, may affect the economic performance of some or all of our
tenants, positively or negatively. We expect healthcare providers to continue to adjust to new operating and
reimbursement challenges, as they have in the past, by increasing operating efficiency and modifying their strategies
to profitably grow operations.
There are various state and federal laws that may apply to investors including U.S. federal and state anti-kickback,
self-referral, and fee-splitting statutes, which limit physician referrals to entities in which the physician has a
financial relationship and otherwise govern financial arrangements with healthcare providers. States vary in the
types of entities, if any, that their laws cover. Investment interests in those facilities may, in certain instances,
prohibit referrals to the entity by physician investors. Physician investors may also face disciplinary action from
licensure boards for referrals to entities in which the physician has an investment interest. Some states require
disclosure of the financial relationship before referral by any physician investors, while others prohibit referrals
entirely. These state laws and regulations may be broader than their federal counterparts and are the subject of state
enforcement. Many state laws contain exemptions for investments in publicly traded companies provided certain
requirements are met. These exemption requirements may include listing on a national stock exchange or
maintaining a minimum asset value. Meeting some of these requirements may be dependent on market forces or
otherwise outside our control.
Changes in laws and regulations, reimbursement enforcement activity and regulatory non-compliance by our tenants
and operators can all have a significant effect on their operations and financial condition, which in turn may
adversely impact us, as detailed below and set forth under Item 1A, “Risk Factors,” under the caption “The
healthcare industry is heavily regulated and new laws or regulations, changes to existing laws or regulations,
changes to reimbursement models or structure, loss of licensure or failure to obtain licensure could adversely impact
our company and result in the inability of our tenants to make rent payments to us.” We highlight below several of
the more complex laws; however, this is an overview, as the complexities of the laws impacting tenants are varied
and extensive.
The Affordable Care Act has continued to change how healthcare services are covered, delivered and reimbursed.
The Affordable Care Act includes payment reform provisions intended to drive Medicare towards more value-based
purchasing which, in turn, increases accountability for healthcare providers for the quality and costs of the
healthcare services they provide. While more individuals now carry healthcare coverage as a result of the Affordable
Care Act, the full effects of the changes to reimbursement models for both public and commercial coverage continue
to evolve. Each kind of healthcare provider tenant has a different and complex set of laws related to reimbursement
and reimbursement models, which may affect the tenant’s ability to collect revenues and meet the terms of their
leases. Such varying reimbursement models and laws impact each kind of provider as well as the healthcare system
as a whole. For example, for physicians, the Centers for Medicare and Medicaid Services ("CMS") issues annual
updates to the physician fee schedule that can have a material impact (either positive or negative) on the amount of
reimbursement that physicians earn; for ambulatory surgery centers, the Affordable Care Act introduced provisions
that reduce the annual inflation update for payment rates by a “productivity adjustment,” which may result in a
decrease in Medicare payment rates for the same procedures in a given year compared to the prior year. Other
changes brought about by the Affordable Care Act could negatively impact reimbursement for any one of the kind of
provider tenants as outlined below. The Affordable Care Act also altered reimbursement from private insurers and
managed care organizations. Networks continue to readjust, and all providers must ensure adequate market share in
their respective areas to remain in the network created by many of the managed care organizations.
Section 603 of the Bipartisan Budget Act of 2015 lowered Medicare rates, effective January 1, 2017, for services
provided in off-campus, provider-based outpatient departments, to the same level of rates for physician-office
settings. Section 603 does not apply to facilities that billed at the lower Medicare rates on or before November 2,
2015 (the "grandfather clause") or that had a binding written agreement in place for the construction of the off-
campus site before November 2, 2015 (the "mid-build exemption"). Section 603 reflects movement by the Congress
and CMS toward “site-neutral reimbursement” where Medicare rates across different facility-type settings are
equalized. CMS implemented these changes beginning January 1, 2017. Beginning January 1, 2019, CMS also
implemented site neutral changes in Medicare reimbursement for clinic visits provided in off-campus locations that
11
Form 10-K

were previously exempted from payment reductions. While such site neutral changes are expected to lower overall
Medicare spending, our medical office buildings located on hospital campuses could become more valuable as
hospital tenants keep their higher Medicare rates for on-campus outpatient services. However, other laws may limit
the extent to which higher rents may be charged based on proximity to a hospital.
Through Executive Orders issued January 28, 2021, the Biden Administration signaled its strong support for the
Affordable Care Act by taking steps to reverse various actions by the first Trump Administration and to strengthen
Medicaid and the Affordable Care Act. These efforts have resulted in more than 16 million Americans enrolling in
ACA health plans and an additional 14 million low-income Americans being enrolled in the ACA’s Medicaid
expansion coverage from a pre-ACA baseline. Other Biden Administration legislative initiatives and policies were
implemented in an attempt to expand access to health care coverage. For example, on August 22, 2022, the Inflation
Reduction Act of 2022 was signed into law and extended increased premium subsidies available in the ACA
marketplaces through 2025, which prevents an estimated 2 million individuals from losing coverage. In addition, on
October 11, 2022, the IRS issued a final rule changing how affordability of coverage and minimum value is
determined for an employee’s relatives under the ACA. Specifically, the new rule provides for a separate
affordability test where an eligible employer-sponsored plan is affordable for an employee’s relative if the
employee’s required contribution for family coverage under the plan does not exceed 9.5% of the employee’s
household income. Previously, health coverage affordability and adequacy had been measured solely for the
employee, but not for coverage of the employee’s family. The U.S. Department of Health and Human Services' data
shows continued growth in access to care under the ACA, with over 20 million people selecting an ACA
Marketplace plan in the 2024 Open Enrollment Period, including over 3.7 million people who were new to ACA
Marketplace plans.
While the Biden Administration supported the Affordable Care Act through legislation and Executive Orders, the
Trump Administration may continue its previous legislative and regulatory efforts to limit various aspects of the
ACA as indicated by its January 20, 2025 Executive Order immediately rescinding several Biden Administration
health care-related Executive Orders, including Executive Order 14009 (Strengthening Medicaid and the Affordable
Care Act, January 28, 2021); the Affordable Care Act (January 28, 2021); Executive Order 14070 (Continuing to
Strengthen Americans’ Access to Affordable, Quality Health Coverage, April 5, 2022); Executive Order 14087
(Lowering Prescription Drug Costs for Americans, October 14, 2022). It is unclear what legislative and regulatory
changes will result from these initial executive actions, and we cannot predict the nature of any future legislative or
regulatory actions of the current Trump Administration.
Ultimately, we cannot predict the amount of benefit from these measures or if future legislation will ultimately
require similar site neutral changes in Medicare reimbursement rates for services provided in other facility-type
settings.
Legislative Developments
Each year, legislative proposals for health policy are introduced in Congress and state legislatures, and regulatory
changes are enacted by government agencies. These proposals, individually or in the aggregate, could significantly
change the delivery of healthcare services, either nationally or at the state level, if implemented. Examples of
significant legislation currently under consideration, recently enacted or in the process of implementation, include:
•
the Affordable Care Act and proposed amendments and any further repeal measures and related actions at
the federal and state level;
•
the 2019 repeal of a portion of the Affordable Care Act for the mandate that all individuals purchase health
insurance or pay a tax penalty;
•
mandatory expansion of healthcare services and increased access to individual healthcare insurance through
legislative initiatives, including the Inflation Reduction Act of 2022;
•
quality control, cost containment, and payment system reforms for Medicaid, Medicare and other public
funding, such as expansion of pay-for-performance criteria and value-based purchasing programs, bundled
12

provider payments, accountable care organizations, increased patient cost-sharing, geographic payment
variations, comparative effectiveness research, and lower payments for hospital readmissions;
•
implementation of health insurance exchanges and regulations governing their operation, whether run by
the state or by the federal government, whereby individuals and small businesses purchase health insurance,
including government-funded plans, many assisted by federal subsidies that are under ongoing legal
challenges;
•
equalization of Medicare payment rates across different facility-type settings (i.e., the Bipartisan Budget
Act of 2015, Section 603, lowered Medicare payment rates, effective January 1, 2017, for services provided
in off-campus, provider-based outpatient departments to the same level of rates for physician-office settings
for those facilities not grandfathered-in under the current Medicare rates as of the law’s date of enactment,
November 2, 2015 and beginning January 1, 2019, CMS implemented site neutral changes in Medicare
reimbursement for clinic visits provided in off-campus locations that were previously exempted from
payment reductions);
•
the continued adoption by providers of federal standards for, and the associated audits of, the meaningful-
use of electronic health records and the transition to ICD-10 coding;
•
federal and sate legislative changes requiring advance notice and approval of health care provider material
change transactions, including sale or transfers of assets involving equity investors, and otherwise limiting
or prohibiting arrangements between health care providers and private equity investors, including REITs;
•
the continued effort to expand the utilization of telehealth services;
•
implementation of federal rules requiring healthcare providers and third party payors to comply with
electronic health system interoperability rules intended to allow for more efficient sharing of healthcare
data;
•
changes made by the Trump Administration to reverse actions taken by the Biden Administration that
impacted enrollment in health insurance exchanges and Medicaid;
•
a continuing trend of provider consolidation and associated antitrust scrutiny;
•
tax law changes affecting non-profit providers;
•
legislation modifying the rules for determining Medicare coverage, including efforts to promote home
health care services;
•
regulatory changes designed to address health equity and disparities as a critical aspect of health and health
care; and
•
regulatory and legislative changes related to the use of artificial intelligence in healthcare.
Environmental Matters
As an owner of real estate, we are subject to various federal, state and local environmental laws, regulations and
ordinances and also could be liable to third parties as a result of environmental contamination or noncompliance at
our properties even if we no longer own such properties. See the discussion under Item 1A, “Risk Factors,” under
the caption “Environmental compliance costs and liabilities associated with owning and leasing our properties may
affect our results of operations.”
We have adopted a Corporate Environmental Policy, which sets forth our commitment to implementing
environmentally sustainable best practices for our own operations, and to assist our tenants in their efforts to address
13
Form 10-K

their environmental concerns. Implementation of our Corporate Environmental Policy is the responsibility of our
executive management and is overseen by our Board of Directors. As an owner of real estate, we recognize the
physical risk to our assets stemming from climate change. We cannot predict the rate at which climate change will
progress. However, the physical effects of climate change could have a material adverse effect on our properties,
operations, and business. To the extent that climate change impacts weather patterns, our markets could experience
severe weather, including hurricanes, severe winter storms, wildfires, droughts, and tornadoes due to increases in
storm intensity and unpredictable weather patterns. Over time, these conditions could result in declining demand for
space at our properties, delays in construction and resulting increased construction costs, or in our inability to
operate the buildings at all. Climate change and severe weather may also have indirect effects on our business by
increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable, and by
increasing the costs of energy, maintenance, repair of water and/or wind damage, and snow removal at our
properties. We continue to evaluate our asset base for potential exposure to the following climate-related risks:
increases in heavy rain, flood, drought, extreme heat, tornadoes and wildfire. As a part of our risk management
program, we purchase property insurance to mitigate the risk of extreme weather events and natural disasters.
However, our insurance may not adequately cover all of our potential losses. As a result, there can be no assurance
that climate change and severe weather will not have a material adverse effect on our properties, operations, or
business. As such, executive management reports to the Board of Directors on a regular basis, addressing policy and
disclosure changes including environmental and climate-related risks and opportunities. Our Corporate
Environmental Policy is posted on the Investor Relations tab of our website (www.chct.reit).
Competition
We compete with many other entities engaged in real estate investment activities for acquisitions of healthcare
properties, including national, regional and local operators, acquirers and developers of healthcare-related real estate
properties. The competition for healthcare-related real estate properties may significantly increase the price that we
must pay for healthcare properties or other assets that we seek to acquire, and our competitors may succeed in
acquiring those properties or assets themselves. In addition, our potential acquisition targets may find our
competitors to be more attractive because they may have greater resources, may be willing to pay more for the
properties or may have a more compatible operating philosophy. In particular, larger REITs that target healthcare
properties may enjoy significant competitive advantages that result from, among other things, a lower cost of capital,
enhanced operating efficiencies, more personnel and market penetration and familiarity with markets. In addition,
the number of entities and the amount of funds competing for suitable investment properties may increase. Increased
competition would result in increased demand for the same assets and therefore increase prices paid for them. Those
higher prices for healthcare properties or other assets may adversely affect our returns from our investments.
Insurance
We carry comprehensive liability insurance and property insurance covering our properties. In addition, tenants
under long-term single-tenant net leases are required to carry property insurance covering our interest in the
buildings.
Seasonality
Our business has not been, and we do not expect it to become, subject to material seasonal fluctuations.
Available Information
The Company makes available to the public free of charge through its internet website the Company’s Definitive
Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, as soon as reasonably practicable after the Company electronically files such reports with, or
furnishes such reports to, the Securities and Exchange Commission ("SEC"). The Company’s internet website
address is www.chct.reit.
Corporate Governance Guidelines
The Company has adopted Corporate Governance Guidelines relating to the conduct and operations of the Board of
14

Directors. The Corporate Governance Guidelines are posted on the Company’s website (www.chct.reit) and are
available in print to any stockholder who requests a copy.
Committee Charters
The Board of Directors has an Audit Committee, Compensation Committee and Environmental, Social, and
Governance Committee. The Board of Directors has adopted written charters for each committee which are posted
on the Company’s website (www.chct.reit) and are available in print to any stockholder who requests a copy.
Corporate Responsibility
The Company is committed to conducting its business according to the highest ethical standards and upholding its
corporate responsibilities as a public company operating for the benefit of its stockholders. To that end, the
Company modified its Governance Committee to be the Environmental, Social, and Governance (“ESG”)
Committee with a revised charter included on the Company’s website at www.chct.reit. Among other duties, the
ESG Committee meets at least annually to review and recommend to the Board the general strategy and initiatives
regarding ESG matters, including the Company’s internal and external communications and disclosures.
The Company’s Board of Directors has adopted a revised Code of Ethics and Business Conduct that not only applies
to its directors, officers, and other employees but also extends the Company's expectations that its vendors, service
providers, contractors, and consultants will embrace the Company's commitment to integrity and personal
responsibility by complying with this Code at all times. The Code of Ethics and Business Conduct includes the
Company’s commitment to promote high standards of integrity by conducting its affairs honestly and ethically and
to include in its periodic reports or other publicly available documents information and metrics related to internal
monitoring, whistleblower, or reporting systems.
The Company’s whistleblower policy prohibits the Company and its affiliates and their officers, employees and
agents from discharging, demoting, suspending, threatening, harassing or in any other manner discriminating against
any employee for raising a concern. If an employee desires to raise a concern in a confidential or anonymous
manner, the concern may be directed to the whistleblower officer at the Company’s whistleblower hotline. During
the year ended December 31, 2024, the whistleblower officer received no whistleblower complaints.
ITEM 1A. RISK FACTORS
Risk Factor Summary
Investing in our common stock involves a degree of risk. You should carefully consider all information in this
Annual Report on Form 10-K prior to investing in our common stock. These risks are discussed more fully below in
the section titled “Risk Factors.” These risks and uncertainties include, but are not limited to, the following:
•
General economic conditions can have a material adverse effect on our business, financial conditions and
results of operations.
•
Failure to implement strategies to enhance our performance could have a material adverse effect on our
business, results of operations and financial conditions.
•
Our success depends, in part, on our ability to continue to make successful real estate acquisitions at fair
prices and to integrate these acquisitions into our operations, and the failure to do so can have a material
adverse effect on our business, financial conditions and results of operations.
•
If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect
our cash flows.
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•
Our ability to perform depends on keeping and hiring exceptionally talented management and employees,
and our failure to do so could have a material adverse effect on our business, revenues, results of operations
and financial condition.
•
Our tenants are subject to significant regulatory oversight, and changes in any of the laws and regulations
applicable to their business could adversely impact our tenants’ ability to make rent payments to us, which,
in turn, could have a material adverse effect on our business, revenues, results of operations and financial
conditions.
•
Climate change may adversely affect our business due to new weather patterns or the occurrence of
significant weather events which could impact economic activity or the value of our properties in specific
markets.
•
Our properties generate rent revenue, and any adverse impacts on our properties, including, but not limited
to, inability to secure funds for future tenant or other capital improvements or payment of leasing
commissions, a requirement to make rent or other concessions and significant capital expenditures to
improve our properties in order to retain and attract tenants, property vacancies, increases in property taxes,
uninsured damages to or total losses of our properties, or health and safety or environmental violations,
could have a material adverse effect on our properties, revenues, results of operations and financial
condition.
•
We primarily fund our acquisitions through our Credit Facility and equity offerings, and any inability to
utilize our Credit Facility or access capital markets at favorable terms and rates could have a material
adverse effect on our business, results of operations and financial conditions.
•
Risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the COVID-19
pandemic's impact on global markets, may adversely affect our revenues, results of operations and financial
condition.
•
We qualify as a REIT under the Code, and the failure to remain qualified as a REIT would have a material
adverse effect on our business, cash flows, ability to pay distributions and the market price of our common
stock.
The following discussion of risk factors contains forward-looking statements. These risk factors may be important to
understanding other statements in this Annual Report on Form 10-K, and we direct you to read our statement about
forward-looking statements under the title “Cautionary Statements Regarding Forward-Looking Statements” in this
Annual Report on Form 10-K. The following information should be read in conjunction with Part II, Item 7,
“Management’s Discussion And Analysis of Financial Condition and Results of Operations” and the consolidated
financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this
Annual Report on Form 10-K. The risks and uncertainties described below are not the only ones we face. Additional
risk and uncertainties not presently known to us or that we presently deem less significant may also impair our
business operations. If any of the events or circumstances described in the following risk factors actually occur, our
business, operating results, financial condition, cash flows, and prospects could be materially and adversely affected.
In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
The business, financial condition and operating results of the Company can be affected by a number of factors,
whether currently known or unknown, including but not limited to those described below, any one or more of which
could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially
from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in
part, could materially and adversely affect the Company’s business, financial condition, operating results and stock
price.
16

Because of the following factors, as well as other factors affecting the Company’s financial condition and operating
results, past financial performance should not be considered to be a reliable indicator of future performance, and
investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to Our Business
Inflation and the U.S. government’s response thereto could adversely impact our tenants and our operations.
Inflation, both real or anticipated, could adversely affect the economy and the costs of labor, goods and services to
our tenants. While inflation has shown signs of moderating, it remains uncertain whether substantial inflation in the
United States will be sustained over an extended period of time. Increased operating costs resulting from inflation
could have an adverse impact on our tenants if increases in their operating expenses exceed increases in their
revenue, which may adversely affect our tenants’ ability to pay rent or other obligations owed to us. In response to
inflationary pressures, the Federal Reserve raised the benchmark federal funds rate in 2022 and 2023, which led to
increases in interest rates in the credit markets. Although the Federal Reserve lowered the benchmark federal funds
rate in September 2024 and November 2024, it may raise the federal funds rate in the future, which would likely
lead to higher interest rates in the credit markets and the possibility of slowing economic growth. Increases in
interest rates will increase interest cost on existing variable rate debt, including our Credit Facility. Such increases in
the cost of capital could adversely impact our ability to finance operations and acquire properties. Increased interest
rates may also result in less liquid property markets, limiting our ability to sell existing assets.
Our real estate investments are concentrated in healthcare properties, making us more vulnerable economically
than if our investments were diversified in other segments of the economy.
We acquire, own, manage, operate and selectively develop properties for lease primarily to physicians and
healthcare delivery systems. We are subject to risks inherent in concentrating investments in real estate, and the risks
resulting from a lack of diversification is even greater as a result of our business strategy to concentrate our
investments in the healthcare sector. Any adverse effects that result from these risks could be more pronounced than
if we diversified our investments outside of healthcare properties. Given our concentration in this sector, our tenant
base is especially concentrated and dependent upon the healthcare industry generally, and any industry downturn
could adversely affect the ability of our tenants to make lease payments and our ability to maintain current rental and
occupancy rates. Our tenant mix could become even more concentrated if a significant portion of our tenants
practice in a particular medical field or are reliant upon a particular healthcare delivery system. Accordingly, a
downturn in the healthcare industry generally, or in the healthcare related facility specifically, could adversely affect
our business, financial condition and results of operations, our ability to make distributions to our shareholders and
the market price of our common shares.
Given our dependence on rental revenue, failure by our major tenants to make rental payments to us, because of
a deterioration of their financial condition, a termination of their leases, a non-renewal of their leases or
otherwise, could have a material adverse effect on our results of operations.
Our income is derived from rental revenue from real property. As a result, our performance depends on our ability to
collect rents from tenants. At any time, our tenants may experience a downturn in their businesses that may
significantly weaken their financial condition, whether as a result of general economic conditions or otherwise. As a
result, our tenants may fail to make rental payments when due, delay lease commencements, decline to extend or
renew leases upon expiration or declare bankruptcy or be subject to involuntary insolvency proceedings. Any of
these actions could result in the termination of the tenants’ leases or the failure to renew a lease and the loss of rental
income attributable to the terminated leases. The occurrence of any of the situations described above could have a
material adverse effect on our financial condition, results of operations, cash flows, or the market price of our
common stock.
We may be unable to source off-market or lightly marketed deal flow in the future, which may have a material
adverse effect on our growth.
A key component of our investment strategy is to acquire additional healthcare properties in off-market or lightly
marketed transactions, relying on our officers’ relationships with healthcare providers and real estate brokers. We
seek to acquire properties before they are widely marketed by real estate brokers. As we expect to compete with
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Form 10-K

many national, regional and local acquirers of healthcare properties, properties that are acquired in off-market or
lightly marketed transactions are typically more attractive to us as a purchaser because of the absence of a formal
sales process, which could lead to higher prices. In the formal sales process, our potential acquisition targets may
find our competitors to be more attractive because they may have greater resources, may be willing to pay more for
the properties or may have a more compatible operating philosophy. In particular, larger REITs, including publicly
traded and privately held REITs, private equity investors or institutional investment funds who are targeting
healthcare properties may enjoy significant competitive advantages that result from, among other things, a lower
cost of capital, enhanced operating efficiencies, more risk tolerance, more personnel and market penetration and
familiarity with markets. As such, if we do not have access to off-market or lightly marketed deal flow in the future,
our ability to locate and acquire additional properties in our target submarkets at attractive prices could be materially
and adversely affected, which could materially impede our growth, and, as a result, adversely affect our operating
results.
We depend on the continued services and performance of our senior management and other key employees, the
loss of any of whom could adversely affect our business, operating results, financial condition, and stock price.
Our success depends, to a significant extent, on the continued services of Mr. David H. Dupuy, our Chief Executive
Officer and President, Mr. William G. Monroe IV, our Executive Vice President and Chief Financial Officer,
Ms. Leigh Ann Stach, our Executive Vice President and Chief Accounting Officer, and Mr. Timothy L. Meyer, our
Executive Vice President, Asset Management. Each executive officer has significant experience in the healthcare
and/or real estate industry and has developed significant relationships with various healthcare providers and real
estate brokers throughout the United States. Our ability to continue to acquire and develop healthcare properties in
off-market or lightly marketed transactions depends upon the significant relationships that our senior management
team has developed over many years. The loss of services of our senior management or other key employees for any
reason or for any amount of time could significantly delay or prevent the achievement of our strategic objectives and
negatively impact our business, financial condition, results of operations, and stock price.
Although we have entered into employment agreements with Messrs. Dupuy, Monroe and Meyer and Ms. Stach, we
cannot provide any assurance that any of them will remain employed by us. Our ability to retain our executive
officers, or to attract suitable replacements should any member of the senior management team leave, is dependent
on the competitive nature of the employment market. The loss of services of, or the failure to successfully integrate
one or more new members of, our senior management team could adversely affect our business and our prospects.
In addition, we have recently observed an overall tightening and increasingly competitive labor market. Our
business could be adversely affected by an inability to retain personnel or upward pressure on wages as a result of
the competitive labor market.
We may be unable to complete any pending acquisitions, which would adversely affect our ability to make
distributions to our stockholders and could have a material adverse impact on our results of operations, earnings
and cash flow, and even if acquisitions are completed, we may fail to successfully operate acquired properties.
We cannot assure you that we will complete any pending acquisitions on the terms described in this report or other
reports the Company may file or furnish in future SEC filings, because these transactions are subject to a variety of
conditions, including, in the case of properties under contract, the execution of a mutually agreed-upon lease
between us and the proposed tenant, our satisfactory completion of due diligence and the satisfaction of customary
closing conditions. We may determine through due diligence that the prospective facility does not meet our
investment standards and there is no assurance that we will successfully close an acquisition once a purchase
agreement has been signed. These transactions, whether or not successful, require substantial time and attention
from management. Furthermore, the pending acquisitions require significant expense, including expenses for due
diligence, legal and accounting fees and other costs. If we are unable to complete any potential acquisitions, we
would still incur the costs associated with pursuing those investments but would not generate the revenues and net
operating income that we currently anticipate, which would adversely affect our ability to make distributions to our
stockholders and could have a material adverse impact on our financial condition, results of operations and the
market price of our common shares. Additionally, failure to close acquisitions under contract or in our investment
pipeline could restrict our growth opportunities.
18

In addition, there is no assurance that we will fully realize the potential benefits of any past or future acquisition or
strategic transaction. We are exposed to the risk that our future acquisitions may not prove to be successful. We
could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent
liabilities, and newly acquired properties might require significant attention of the Company's management that
would otherwise be devoted to our existing business.
We may obtain only limited warranties when we purchase a property, which, in turn, would only provide us with
limited recourse against the seller if issues arise after our purchase of a property.
The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults,”
without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase and sale
agreements may contain only limited warranties, representations and indemnifications that will only survive for a
limited period after the closing. The purchase of properties with limited warranties increases the risk of having little
or no recourse against a seller if issues were to arise at such property. This, in turn, could cause us to have to write
off our investment in the property, which could negatively affect our business, results of operations, our ability to
pay distributions to our stockholders and the trading price of our common stock.
We may be unable to successfully acquire properties and expand our operations into new or existing target
submarkets.
A component of our strategy is to pursue acquisitions of properties in new and existing target submarkets. These
acquisitions could divert our officers’ attention from other pending and/or potential acquisitions, and we may be
unable to retain key employees or attract highly qualified new employees in those markets. In addition, we may not
possess familiarity with the dynamics and prevailing conditions of any new target submarkets, which could
adversely affect our ability to successfully expand into or operate within those markets. For example, new target
submarkets may have different insurance practices, reimbursement rates and local real estate zoning regulations than
those with which we are familiar. We may find ourselves more dependent on third parties in new target submarkets
because our physical distance could hinder our ability to directly and efficiently manage and otherwise monitor new
properties in new target submarkets. In addition, our expansion into new target submarkets could result in
unexpected costs or delays as well as lower occupancy rates and other adverse consequences. We may not be
successful in identifying suitable properties or other assets that meet our acquisition criteria or in consummating
acquisitions on satisfactory terms or at all for a number of reasons, including, among other things, significant
competition from other prospective purchasers in new target submarkets, unsatisfactory results of our due diligence
investigations, including potential negative impacts of climate change and extreme weather conditions on the
property, failure to obtain financing for the acquisition on favorable terms or at all, and our misjudgment of the
value of the opportunities. We may also be unable to successfully integrate the operations of acquired properties,
maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of the acquisitions
within the anticipated timeframe or at all. If we are unsuccessful in expanding into new or our existing target
submarkets, it could materially and adversely affect our business, financial condition and results of operations, our
ability to make distributions to our stockholders and the market price of our common stock.
A pandemic, epidemic, outbreak of a contagious disease, or other health crisis may adversely affect our tenants'
financial condition and the profitability of our properties.
Our business and the businesses of our tenants could be materially and adversely affected by the risks, or the public
perception of the risks, related to another pandemic or other health crisis, similar to the prior novel coronavirus
(COVID-19) pandemic. Such events could result in the complete or partial closure of one or more of our tenants'
facilities, severely disrupt our tenants' operations, and have a material adverse effect on our business, financial
condition and results of operations. In addition, if such events lead to a significant or prolonged impact on capital or
credit markets or economic growth, then our business, financial condition and results of operations could be
adversely affected.
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Form 10-K

The bankruptcy, insolvency or weakened financial position of our tenants, and particularly our largest tenants,
could materially and adversely affect our operating results and financial condition.
We receive substantially all of our revenue from rent payments from tenants under leases of space in our healthcare
properties. We have no control over the success or failure of our tenants’ businesses and, at any time, any of our
tenants may experience a downturn in its business that may weaken its financial condition. Additionally, private or
governmental payers may lower the reimbursement rates paid to our tenants for their healthcare services. For
example, the Affordable Care Act provides for significant reductions to Medicare and Medicaid payments. As a
result, our tenants may delay lease commencement or renewal, fail to make rent payments when due or declare
bankruptcy. Any leasing delays, tenant failures to make rent payments when due or tenant bankruptcies could result
in the termination of the tenant’s lease and, particularly in the case of a large tenant, or a significant number of
tenants, may have a material adverse effect on our business, financial condition and results of operations, our ability
to make distributions to our stockholders and the market price of our common stock. In addition, to the extent a
tenant vacates specialized space in one of our properties (such as imaging space, ambulatory surgical space, or
inpatient hospital space), re-leasing the vacated space could be more difficult than re-leasing less specialized office
space, as there are fewer users for such specialized healthcare space in a typical market than for more traditional
office space.
Any bankruptcy filings by or relating to one of our tenants could bar all efforts by us to collect pre-bankruptcy debts
from that tenant or seize its property, unless we receive an order permitting us to do so from a bankruptcy court,
which we may be unable to obtain. A tenant bankruptcy could also delay our efforts to collect past due balances
under the relevant leases and could ultimately preclude full collection of these sums. Furthermore, if a tenant rejects
the lease while in bankruptcy, we would have only a general unsecured claim for pre-petition damages. Any
unsecured claim that we hold may be paid only to the extent that funds are available and only in the same percentage
as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full
value of any unsecured claims that we hold, if any, which may have a material adverse effect on our business,
financial condition and results of operations, our ability to make distributions to our stockholders and the market
price of our common stock. Furthermore, dealing with a tenant bankruptcy or other default may divert
management’s attention and cause us to incur substantial legal and other costs, which could adversely affect our
ability to execute our business strategies, financial condition, and results of operations, as well as our ability to make
distributions to our stockholders and the market price of our common stock.
For example, in June 2023, one of our tenants, GenesisCare and certain of its affiliates ("GenesisCare") filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Two of GenesisCare's leases
with the Company's subsidiaries were rejected pursuant to requests to reject such leases that were approved by the
U.S. Bankruptcy Court for the Southern District of Texas during 2023.
We may have difficulty finding suitable replacement tenants in the event of non-renewal of our leases or a tenant
default.
We cannot predict whether our tenants will renew existing leases beyond their current terms. At December 31, 2024,
we had 68 leases scheduled to expire in 2025 and 72 leases scheduled to expire in 2026, which represent 9.6% and
11.3% of our total annualized lease revenue, respectively, for the year ended December 31, 2024. If any of our
leases are not renewed, or are terminated prior to the contractual expiration date, we would attempt to lease those
properties to another tenant at then-current market rates. However, following expiration of a lease term or if we
exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease
altogether while we reposition the properties with a suitable replacement tenant. As such, we may be required to
fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses) to preserve the
value of, and avoid the imposition of liens on, our properties while they are being repositioned. Furthermore, our
ability to reposition our properties with a suitable tenant could be significantly delayed or limited by state licensing,
receivership, certificate of need, or CON, or other laws, as well as by the Medicare and Medicaid change-of-
ownership rules. We could also incur substantial additional expenses in connection with any licensing, receivership
or change-of-ownership proceedings. In addition, our ability to locate suitable replacement tenants could be
impaired by the specialized healthcare uses or contractual restrictions on use of the properties, and we may be
required to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and
20

expenses could adversely impact our ability to collect rent, obtain possession of leased properties or otherwise
exercise remedies for tenant default and could have a material adverse effect on our business, financial condition and
results of operations, our ability to make distributions to our stockholders and the market price of our common stock.
All of these risks may be greater in the target submarkets on which we focus, where there may be fewer potential
replacement tenants, making it more difficult to replace tenants, especially for specialized space, like hospital or
outpatient treatment facilities located in our properties, and could have a material adverse effect on our business,
financial condition and results of operations, our ability to make distributions to our stockholders and the market
price of our common stock.
We may be unable to secure funds for future tenant or other capital improvements or payment of leasing
commissions, which could limit our ability to attract or replace tenants and adversely impact our ability to make
cash distributions to our stockholders.
When tenants do not renew their leases or otherwise vacate their space, it is common that, in order to attract
replacement tenants, we will be required to expend funds for tenant improvements, payment of leasing commissions
and other concessions related to the vacated space. Such tenant improvements may require us to incur substantial
capital expenditures. We may not be able to fund capital expenditures solely from cash provided from our operating
activities because we must distribute at least 90% of our REIT taxable income, determined without regard to the
deduction for dividends paid and excluding net capital gains, each year to qualify as a REIT. As a result, our ability
to fund tenant and other capital improvements or payment of leasing commissions through retained earnings may be
limited. If we have insufficient capital reserves, we will have to obtain financing from other sources. We may also
have future financing needs for other capital improvements to refurbish or renovate our properties. If we are unable
to secure financing on terms that we believe are acceptable or at all, we may be unable to make tenant and other
capital improvements, payment of leasing commissions or we may be required to defer such improvements. If this
happens, it may result in fewer potential tenants being attracted to the property or existing tenants not renewing their
leases, causing one or more of our properties to suffer from a greater risk of obsolescence or a decline in value. If we
do not have access to sufficient funding in the future, we may not be able to make necessary capital improvements to
our properties, pay leasing commissions or other expenses or pay distributions to our stockholders.
We may be required to make rent or other concessions and significant capital expenditures to improve our
properties in order to retain and attract tenants, which could adversely affect our financial condition, results of
operations and cash flow.
In order to retain existing tenants and attract new tenants, we may be required to offer more substantial rent
abatements, tenant improvement allowances and early termination rights, provide options to purchase our properties
within the lease term or accommodate requests for renovations, build-to-suit remodeling and other improvements or
provide additional services to our tenants. As a result, we may have to make significant capital or other expenditures
in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers, which could adversely
affect our results of operations and cash flow. Additionally, if we need to raise capital to make such expenditures
and are unable to do so, or such capital is otherwise unavailable, we may be unable to make the required
expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could adversely
affect our financial condition, results of operations, cash flows, or the market price of our common stock or
preferred stock.
Supply chain disruptions and unexpected construction expenses and delays could impact our ability to timely
deliver spaces to tenants and/or our ability to achieve the expected value of a construction project or lease,
thereby adversely affecting our profitability.
The construction and building industry, similar to many other industries, has experienced worldwide supply chain
disruptions due to a multitude of factors that are beyond our control. Materials, parts and labor have also increased
in cost over the recent past, sometimes significantly and over a short period of time. Although we are generally not
engaged in large-scale development projects, small-scale construction projects, such as building renovations and
maintenance and tenant improvements required under leases are a routine and necessary part of our business. We
may incur costs for a property renovation or tenant buildout that exceeds our original estimates due to increased
costs for materials or labor or other costs that are unexpected. We also may be unable to complete renovation of a
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Form 10-K

property or tenant space on schedule due to supply chain disruptions or labor shortages, which could result in
increased debt service expense or construction costs. The time frame required to recoup our renovation and
construction costs and to realize a return on such costs may be significant and materially adversely affect our
profitability.
Some of the leases at our properties contain “early termination” provisions which, if triggered, may allow tenants
to terminate their leases without further payment to us, which could adversely affect our financial condition and
results of operations and the value of the applicable property.
Certain tenants have a right to terminate their leases prior to the termination date stated in their lease upon payment
of a penalty, but others are not required to pay any penalty associated with an early termination. There can be no
assurance that tenants will continue their activities and continue occupancy of the premises. Any cessation of
occupancy by tenants may have an adverse effect on our operations.
Adverse economic or other conditions in the geographic markets in which we conduct business could negatively
affect our occupancy levels and rental rates and have a material adverse effect on our operating results.
Our operating results depend upon our ability to maintain and improve the anticipated occupancy levels and rental
rates at our properties. Adverse economic or other conditions in the geographic markets in which we operate,
including periods of economic slowdown or recession, industry slowdowns, periods of deflation, relocation of
businesses, changing demographics, water pollution, earthquakes and other natural disasters, fires, terrorist acts,
epidemics, pandemics, vandalism, civil disturbances or acts of war and other man-made disasters which may result
in uninsured or underinsured losses, and changes in tax, real estate, zoning and other laws and regulations, may
lower our tenants' businesses, occupancy levels and limit our ability to increase rents or require us to offer rental
concessions. The failure of our properties to generate revenues sufficient to meet our cash requirements, including
operating and other expenses, debt service and capital expenditures, may have an adverse effect on our business,
financial condition and results of operations, our ability to make distributions to our stockholders and the market
price of our common stock.
Climate change may adversely affect our business.
We cannot predict the rate at which climate change will progress. However, the physical effects of climate change
could have a material adverse effect on our properties, operations, and business. To the extent that climate change
impacts changes in weather patterns, our markets could experience severe weather, including hurricanes, severe
winter storms, and tornadoes due to increases in storm intensity and unpredictable weather patterns. Over time, these
weather conditions could result in declining demand for space at our properties, delays in construction, resulting in
increased construction costs, or in our inability to operate the buildings at all. Climate change and severe weather
may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property
insurance on terms we find acceptable, by increasing the costs of energy, maintenance, repair of water and/or wind
damage, and snow removal at our properties.
In recent years, the assessment of the potential impact of climate change has begun to impact the activities of
government authorities and other areas that impact the business environment in the U.S., including, but not limited
to, energy-efficiency measures, water use measures and land-use practices.
Various federal, state and local laws and regulations have been implemented or are under consideration to mitigate
the effects of climate change caused by greenhouse gas emissions. Although these laws and regulations have not had
any known material adverse effects on our business to date, changes in federal, state, and local legislation and
regulation based on concerns about climate change could result in increased capital expenditures on our existing
properties and our new development properties (for example, to improve their energy efficiency and/or resistance to
severe weather) without a corresponding increase in revenue, which may result in adverse impacts to our net
income. The impact of climate change on weather patterns or the occurrence of significant weather events could
impact economic activity or the value of our properties in specific markets.
We rely on a limited number of vendors to provide key services, including, but not limited to, utilities and
construction services, at certain of our properties. Our business and property operations may be adversely affected if
22

these vendors fail to adequately provide key services at our properties as a result of unanticipated events, including
those resulting from climate change. If a vendor fails to adequately provide utilities, construction, or other important
services, we may experience significant interruptions in service and disruptions to business operations at our
properties, incur remediation costs, and become subject to claims and damage to our reputation.
The occurrence of any of these events or conditions may result in physical damage to our properties and adversely
impact our ability to lease our properties, including our or our tenants’ ability to obtain property insurance on
acceptable terms, which would materially and adversely affect us.
Environmental, social and governance matters may cause us to incur additional costs, make personnel changes,
and affect the attractiveness of our stock to investors.
Increased scrutiny and changing expectations from shareholders, the public and governmental entities with respect
to corporate responsibility, sustainability, diversity and inclusion and related ESG matters could expose us to
additional risks. Shareholder advisory services and other organizations have developed and publish, and others may
in the future develop and publish, rating systems and other scoring and reporting mechanisms to evaluate and
compare the ESG performance of our Company and others. These ratings systems frequently change, and scores are
often based on a relative ranking which may cause a company’s score to deteriorate if peer companies’ rankings
improve. Keeping up with such changes may divert management’s time and attention from other business priorities.
These force us to incur additional costs for staff, systems, and board members. In addition, current shareholders and
prospective investors may use these ratings and/or their own internal ESG benchmarks to determine whether and to
what extent they may choose to invest in our securities, engage with us to advocate for improved ESG performance
or disclosure, make voting decisions as shareholders, or take other actions to hold us and our board of directors
accountable with respect to ESG matters.
Some legislatures, government agencies and listing exchanges have mandated or proposed, and others may in the
future further mandate, certain ESG disclosure or performance. For example, California has enacted laws and
regulations regarding disclosure of climate-related risks and greenhouse gas emissions, each of which is expected to
impose meaningful compliance burdens on in-scope companies deemed to be doing business in California. While we
are still assessing the impact of these requirements, additional reporting obligations could cause us to incur increased
costs. There is also some indication that ESG and sustainability goals are becoming more controversial, as some
governmental entities and certain investor constituencies question the appropriateness or object to ESG and
sustainability initiatives. We may face reputational damage or regulatory scrutiny in the event our corporate
responsibility initiatives or objectives do not meet the standards or expectations of shareholders, prospective
investors, lawmakers, listing exchanges or other constituencies. Failure to comply with ESG-related laws, exchange
policies or stakeholder expectations could materially and adversely impact the value of our stock and related cost of
capital, and limit our ability to fund future growth.
A large percentage of our properties are located in Texas, Illinois, and Ohio, and changes in these markets may
materially adversely impact our business and financial condition.
Of our investments in 200 properties, the properties located in Texas, Illinois, and Ohio provide, in the aggregate,
approximately 38.4% of our annualized rent as of December 31, 2024. As a result of this geographic concentration,
we are particularly exposed to downturns in the economies of those states or other changes in such states’ respective
real estate market conditions. Any material change in the current payment programs or regulatory, economic,
environmental or competitive conditions in these states could have a disproportionate effect on our overall business
results. In the event of negative economic or other changes in these markets, our business, financial condition and
results of operations, our ability to make distributions to our stockholders and the market price of our common stock
may be materially and adversely affected.
We will rely upon external sources of capital to fund future capital needs, and, if we encounter difficulty in
obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet
maturing obligations.
In order to maintain our status as a REIT under the Code, we are required, among other things, to distribute each
year to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid
23
Form 10-K

and excluding net capital gains. In addition, we are subject to income tax at regular corporate rates to the extent we
distribute less than 100% of our REIT taxable income, including any net capital gains. Because of this distribution
requirement, we will not likely be able to fund all of our future capital needs from cash retained from operations,
including capital needed to make investments and to satisfy or refinance maturing obligations. As a result, we expect
to rely upon external sources of capital, including debt and equity financing, to fund future capital needs. If we are
unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to
expand our business or to meet our obligations and commitments as they mature. Our access to capital will depend
upon a number of factors over which we have little or no control, including general market conditions, the market’s
perception of our current and potential future earnings and cash distributions and the market price of our common
stock. We may not be in a position to take advantage of attractive acquisition opportunities for growth if we are
unable to access the capital markets on a timely basis on favorable terms.
The capital and credit markets have experienced extreme volatility and disruption as a result of the conflict between
Russia and Ukraine, the conflict in the Middle East, and the recent rise in inflation, as well as the resulting
governmental policies. We believe that such volatility and disruption are likely to continue into the foreseeable
future. Market volatility and disruption could hinder our ability to obtain new debt financing or refinance our
maturing debt on favorable terms or at all or to raise debt and equity capital.
Covenants related to our indebtedness could limit our operations.
The terms of our current indebtedness as well as debt instruments that we entered into in the future are subject to
customary financial and operational covenants. These include limitations with respect to liens, indebtedness,
distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial
maintenance covenants. We may be unable to maintain compliance with these covenants and, if we fail to do so, we
may be unable to obtain waivers and/or amend the covenants. If some or all of our debt is accelerated and becomes
immediately due and payable, we may be unable to repay or refinance the debt. Our continued ability to incur debt
and operate our business is subject to compliance with these covenants, which could limit operational flexibility.
We may not be able to control our expenses or our expenses may remain constant or increase, even if our
revenue does not increase, which could cause our results of operations to be adversely affected.
There are factors beyond our control that may adversely affect our ability to control our expenses. Certain costs
associated with real estate investments (e.g., real estate taxes, debt costs, increases in costs to address environmental
impacts related to climate change or natural disasters, and maintenance expenses) required to preserve the value of
the property may not be reduced even if a healthcare related facility is not occupied or other circumstances cause our
revenues to decrease. If our expenses increase as a result of any of the aforementioned factors, our results of
operations may be adversely affected.
Our ability to issue equity to expand our business will depend, in part, upon the market price of our common
stock, and our failure to meet market expectations with respect to our business could adversely affect the market
price of our common stock and thereby limit our ability to raise capital.
The availability of equity capital to us will depend, in part, upon the market price of our common stock, which, in
turn, will depend upon various market conditions and other factors that may change from time to time, including:
•
the extent of investor interest in our Company and our assets;
•
our ability to satisfy the distribution requirements applicable to REITs;
•
the general reputation of REITs and the attractiveness of their equity securities in comparison to other
equity securities, including securities issued by other real estate-based companies;
•
our financial performance and that of our tenants;
•
analyst reports about us and the REIT industry;
24

•
macroeconomic conditions generally and conditions affecting the healthcare and real estate industry in
particular;
•
general stock and bond market conditions, including changes in interest rates on fixed income
securities, which may lead prospective purchasers of our common stock to demand a higher annual
yield from future distributions;
•
a failure to maintain or increase our dividend which is dependent, in large part, upon funds from
operations, or FFO, which, in turn, depends upon increased revenue from additional acquisitions and
rental increases; and
•
other factors such as governmental regulatory action and changes in REIT tax laws.
Our failure to meet the market’s expectations with regard to future earnings and cash distributions could materially
and adversely affect the market price of our common stock and, as a result, the cost and availability of equity capital
to us.
We have now, and may have in the future, exposure to contingent rent escalators, which can hinder our growth
and profitability.
We receive a significant portion of our revenues by acquiring and leasing our assets under long-term net leases in
which the rental rate is generally fixed with annual fixed rate rental rate escalations or rental rate escalators based
upon changes in the Consumer Price Index, or CPI. Properties which we acquire in the future may contain CPI
escalators or escalators that are contingent upon our tenant’s achievement of specified revenue parameters. If, as a
result of weak economic conditions or other factors, the revenues generated by our net leased properties do not meet
the specified parameters or CPI does not increase, our growth and profitability may be adversely affected.
Our investments in development projects may not yield anticipated returns which could directly affect our
operating results and reduce the amount of funds available for distributions.
A component of our growth strategy is exploring development opportunities, some of which may arise through
strategic joint ventures. In deciding whether to make an investment in a particular development, we make certain
assumptions regarding the expected future performance of that property. To the extent that we consummate
development opportunities, our investment in these projects could be subject to the following risks:

•
we may be unable to obtain financing for development projects on favorable terms or at all;
•
we may not complete development projects on schedule or within budgeted amounts;
•
we may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building,
occupancy, environmental and other governmental permits and authorizations, or underestimate the
costs necessary to develop the property to market standards;
•
development or construction delays may provide tenants the right to terminate preconstruction leases
or cause us to incur additional costs;
•
volatility in the price of construction materials or labor may increase our development costs;
•
hospitals or health systems may maintain significant decision-making authority with respect to the
development schedule;
•
we may incorrectly forecast risks associated with development in new geographic regions;
•
tenants may not lease space at the quantity or rental rate levels projected;
25
Form 10-K

•
demand for our development project may decrease prior to completion, including due to competition
from other developments; and
•
lease rates and rents at newly developed properties may fluctuate based on factors beyond our control,
including market and economic conditions.
If our investments in development projects do not yield anticipated returns for any reason, including those set forth
above, our business, financial condition and results of operations, our ability to make distributions to our
shareholders and the market price of our common shares may be adversely affected.
Notes receivable in which we may invest in may be impacted by unfavorable real estate market conditions, which
could decrease their value.
Investments in notes receivable involve special risks relating to the particular borrower, and we could be at risk of
loss on that investment, including losses as a result of a default on the note. These losses may be caused by many
conditions beyond our control, including economic conditions affecting real estate values, tenant defaults and lease
expirations, interest rate levels, adverse rulings of bankruptcy courts, and the other economic and liability risks
associated with real estate. We do not know whether the values of the property securing any of our real estate related
investments will remain at the levels existing on the dates we initially make the related investment. If the values of
the underlying properties drop, our risk will increase and the values of our interests may decrease.
During the second quarter of 2024, the Company recorded an $11 million credit loss reserve on the notes receivable
with a tenant where collectibility was not reasonably assured. The tenant/borrower has experienced challenges with
patient census and employee staffing, which has impacted cash flows from operations and the consistency of rent
and interest payments to the Company. Changes in cash flows of the business, changes in market data, such as
market multiples, and other relevant data may drive a change in the estimated value of the underlying collateral.
Delays in liquidating defaulted note investments could reduce our investment returns.
Delays in liquidating defaulted mortgage note investments could reduce our investment returns. If there are defaults
under mortgage note investments, we may not be able to foreclose on or obtain a suitable remedy with respect to
such investments. Specifically, we may not be able to repossess and sell the underlying properties quickly, which
could reduce the value of our investment. For example, an action to foreclose on a property securing a mortgage
note is regulated by state statutes and rules and is subject to many of the delays and expenses of lawsuits if the
defendant raises defenses or counterclaims. Additionally, in the event of default by a mortgagor, these restrictions,
among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds
sufficient to repay all amounts due to us on the mortgage note.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or
security failure of that technology could harm our business.
We rely on information technology networks and systems, including the internet, to process, transmit and store
electronic information, and to manage or support our business processes, including financial transactions and
records, and maintaining personal information and tenant and lease data. We purchase some of our information
technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools
and monitoring to provide security for the processing, transmission and storage of confidential tenant and customer
data, including financial account information. While we have taken steps to protect the security of our information
systems, we have, from time to time, experienced security incidents of varying degrees, although none of these
security incidents have had a material adverse impact on our business, financial condition or results of operations. It
is possible that in the future our safety and security measures will not prevent the systems’ improper functioning or
damage, or the improper access or disclosure of personally identifiable or proprietary information and any such
event could materially and adversely impact our business, financial condition or results of operations.
Due to the fast pace and unpredictability of cyber threats, measures for addressing cybersecurity risks may become
obsolete quickly. Security breaches, including physical or electronic break-ins, computer viruses, malware, phishing
attacks, worms, attacks by hackers or foreign governments, disruptions from unauthorized access and tampering
26

(including through social engineering such as phishing attacks), coordinated denial-of-service attacks, impersonation
of authorized users and similar incidents, can create system disruptions, shutdowns or result in a loss of company
assets or unauthorized disclosure of confidential information. The risk of security incidents has generally increased
as the number, intensity and sophistication of attacks (including through the use of artificial intelligence) and
intrusions from around the world have increased. In some cases, it may be difficult to anticipate or immediately
detect such incidents and the damage they cause. In addition, our technology infrastructure and information systems
are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures. Failure
to maintain proper function, security and availability of our information systems and the data maintained in those
systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties
and could have a material adverse effect on our business, financial condition and results of operations.
Cybersecurity incidents could disrupt our business and result in the unavailability or compromise of confidential
information.
Our business is at risk from and may be impacted by information security incidents, including attempts to gain
unauthorized access to our confidential data, ransomware, malware, and other electronic security events. Such
incidents can range from individual attempts to gain unauthorized access to our information technology systems to
more sophisticated security threats. They can also result from internal compromises, such as human error or
malicious acts. While we employ a number of measures to prevent, detect and mitigate these threats, there is no
guarantee such efforts will be successful in preventing a cyber event. Cybersecurity incidents could disrupt our
business and compromise confidential information of ours and third parties, including our tenants.
Risks Related to the Healthcare Industry
The healthcare industry is heavily regulated and new laws or regulations, changes to existing laws or regulations,
changes to reimbursement models or structure, loss of licensure or failure to obtain licensure could adversely
impact our company and result in the inability of our tenants to make rent payments to us.
The healthcare industry is heavily regulated by U.S. federal, state and local governmental authorities. As has been
the trend in recent years, it is reasonable to assume that there will continue to be increased government oversight and
regulation of the healthcare industry in the future. Our tenants generally will be subject to laws and regulations
covering, among other things, licensure, certification for participation in government programs, billing for services,
breaches of privacy and security of health information and relationships with physicians and other referral sources.
In addition, new laws and regulations, changes in existing laws and regulations or changes in the interpretation of
such laws or regulations could negatively affect our financial condition and the financial condition of our tenants.
These changes, in some cases, could apply retroactively. The enactment, timing or effect of legislative or regulatory
changes cannot be predicted.
The Affordable Care Act's passage changed how healthcare services are covered, delivered and reimbursed through
expanded coverage of uninsured individuals and reduced Medicare program spending. The law reformed certain
aspects of health insurance, expanded existing efforts to tie Medicare and Medicaid payments to performance and
quality and contained provisions intended to strengthen fraud and abuse enforcement. In addition, the law requires
skilled nursing facilities and nursing facilities to implement a compliance and ethics program for all employees and
agents. The complexities and ramifications of the Affordable Care Act continue to unfold within our industry. Our
revenues and financial condition, and those of our tenants, could be impacted by the current law’s complexity, lack
of implementing regulations or interpretive guidance, gradual implementation and possible additional changes to the
law. Further, we are unable to foresee how individuals and businesses will respond to the uncertain landscape or that
landscape's effect on the reimbursement rates received by our tenants, the financial success of our tenants and
strategic partners, and consequently the effect on us.
While the Biden Administration supported the Affordable Care Act and various institutions designed to support
increased access to care, the Trump Administration's immediate actions to rescind various Biden Administration
initiatives through its January 20, 2025 "Initial Rescission of Harmful Executive Orders and Actions" may signal its
intent to reignite efforts to repeal the ACA or otherwise limit it in material ways.
27
Form 10-K

We cannot predict the ultimate content, timing or effect of any further healthcare reform legislation related to
increasing access to healthcare or the impact of potential legislation on us. We expect that additional state and
federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal
and state governments will pay for healthcare products and services, which could result in reduced demand for
medical products once approved or additional pricing pressures, and may adversely affect our operating results.
Many states also regulate the construction of healthcare facilities, the expansion of healthcare facilities, the
construction or expansion of certain services, including by way of example specific bed types and medical
equipment, as well as certain capital expenditures through CON laws. Under such laws, the applicable state
regulatory body must determine a need exists for a project before the project can be undertaken. If one of our tenants
seeks to undertake a CON-regulated project, but is not authorized by the applicable regulatory body to proceed with
the project, the tenant would be prevented from operating in its intended manner.
Failure to comply with these laws and regulations could adversely affect us directly and our tenants’ ability to make
rent payments to us which may have an adverse effect on our business, financial condition and results of operations,
our ability to make distributions to our stockholders and the market price of our common stock.
Adverse trends in healthcare provider operations may negatively affect our lease revenues and our ability to make
distributions to our stockholders.
The healthcare industry is currently experiencing, among other things:
•
changes in the demand for and methods of delivering healthcare services;
•
changes in third party reimbursement methods and policies;
•
increased attention to compliance with regulations designed to safeguard protected health information
and cyber-attacks on entities;
•
consolidation and pressure to integrate within the healthcare industry through acquisitions and joint
ventures; and
•
increased scrutiny of billing, referral and other practices by U.S. federal and state authorities.
These factors may adversely affect the economic performance of some or all of our tenants and, in turn, our lease
revenues, which may have a material adverse effect on our business, financial condition and results of operations,
our ability to make distributions to our stockholders and the market price of our common stock.
Reductions in reimbursement from third-party payers, including Medicare and Medicaid, could adversely affect
the profitability of our tenants and hinder their ability to make rent payments to us or renew their lease.
Sources of revenue for our tenants typically include Medicare, Medicaid, private insurance payers and health
maintenance organizations. Healthcare providers continue to face increased government and private payer pressure
to control or reduce healthcare costs and significant reductions in healthcare reimbursement, including reduced
reimbursements and changes to payment methodologies under the Affordable Care Act. In some cases, private
insurers rely upon all or portions of the Medicare payment systems to determine payment rates which may result in
decreased reimbursement from private insurers. The Affordable Care Act and associated regulations continue to
encourage increasing enrollment in plans offered by private insurers who choose to participate in state-run
exchanges, but potential changes by the Trump Administration affecting Medicaid and the availability of lower cost,
lower coverage plans creates uncertainty around private insurer costs and, thereby, payment rates to providers.
Efforts by payers to reduce healthcare costs will likely continue which may result in reductions or slower growth in
reimbursement for certain services provided by some of our tenants. A reduction in reimbursements to our tenants
from third-party payers for any reason could adversely affect our tenants’ ability to make rent payments to us which
28

may have a material adverse effect on our businesses, financial condition and results of operations, our ability to
make distributions to our stockholders and the market price of our common stock.
Our tenants and our Company are subject to fraud and abuse laws, the violation of which by a tenant may
jeopardize the tenant’s ability to make rent payments to us.
There are various federal laws prohibiting fraudulent and abusive business practices by healthcare providers who
participate in, receive payments from or are in a position to make referrals in connection with government-sponsored
healthcare programs, including the Medicare and Medicaid programs. Many states have analogous laws which may
be broader than their federal counterparts. Our lease arrangements with certain tenants may also be subject to these
fraud and abuse laws.
These laws include without limitation:
•
the federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation
or receipt of any form of remuneration in return for, or to induce, the referral of any federal or state
healthcare program patients;
•
the Stark Law, which, subject to specific exceptions, restricts physicians who have financial
relationships with healthcare providers from making referrals for designated health services for which
payment may be made under Medicare or Medicaid programs to an entity with which the physician, or
an immediate family member, has a financial relationship;
•
the federal False Claims Act, which prohibits any person from knowingly presenting false or fraudulent
claims for payment to the federal government, including under the Medicare and Medicaid programs;
•
the federal Civil Monetary Penalties Law, which authorizes the Department of Health and Human
Services, or HHS, to impose monetary penalties for certain fraudulent acts;
•
state anti-kickback, anti-inducement, fee-splitting, anti-referral and insurance fraud laws which may be
generally similar to, and potentially more expansive than, the federal laws set forth above; and
•
federal and state laws governing confidentiality, maintenance, and security issues associated with
health-related information and medical records.
Other laws that impact how our tenants conduct their operations include: state and local licensure laws; laws
protecting consumers against deceptive practices; laws generally affecting our tenants’ management of property and
equipment and how our tenants generally conduct their operations, such as fire, health and safety and environmental
laws (including medical waste disposal); federal and state laws affecting various types of facilities, including
assisted living facilities mandating quality of services and care, mandatory reporting requirements regarding the
quality of care and quality of food service; resident rights (including abuse and neglect laws); and health standards
set by the federal Occupational Safety and Health Administration.
Violations of these laws may result in criminal and/or civil penalties that range from punitive sanctions, damage
assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from federal
healthcare programs including the Medicare and Medicaid programs. In addition, the Affordable Care Act clarifies
that the submission of claims for items or services generated in violation of the Anti-Kickback Statute constitutes a
false or fraudulent claim under the False Claims Act. The federal government has taken the position, and some
courts have held that violations of other laws, such as the Stark Law, can also be a violation of the False Claims Act.
Additionally, certain laws, such as the False Claims Act, allow for individuals to bring whistleblower actions on
behalf of the government for violations thereof. Imposition of any of these penalties upon one of our tenants or
strategic partners could jeopardize that tenant’s ability to operate or to make rent payments or affect the level of
occupancy in our healthcare properties, which may have a material adverse effect on our business, financial
condition and results of operations, our ability to make distributions to our stockholders and the market price of our
29
Form 10-K

common stock. Further, we enter into leases and other financial relationships with healthcare delivery systems that
are subject to or impacted by these laws.
Our tenants may be subject to compliance issues and cyber-attacks associated with the protection of personal
information.
Security incidents and data breaches of personal information can result from deliberate attacks or unintentional
events. More recently, there has been an increased level of attention on security incidents and cyber-attacks focused
on healthcare providers because of the vast amount of personally identifiable information and protected health
information that they process and maintain. Public awareness of privacy and security issues is increasing and focus
of legislators and regulators has also increased. Most healthcare providers, including all who accept commercial
insurance, Medicare and Medicaid, must comply with the Health Insurance Portability and Accountability Act, as
amended, (HIPAA) regulations regarding the privacy and security of protected health information. The HIPAA
regulations impose significant requirements on our tenants and their business associate vendors with regard to how
such protected health information may be used and disclosed. Further, the regulations include extensive and
complex requirements for providers to establish reasonable and appropriate administrative, technical and physical
safeguards to ensure the confidentiality, integrity and availability of protected health information. The HIPAA
regulations generally require notification to individuals and the Office for Civil Rights in the event of a breach
affecting protected health information. HIPAA also directs the Secretary of HHS to provide for periodic audits to
ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with the
applicable HIPAA requirements.
Additionally, all 50 states also maintain laws focused on the privacy, security and notification requirements with
regard to personally identifiable information; some states include health and medical information in the definition of
personally identifiable information. Providers may be obligated under state breach notification laws to notify
individuals and regulators if personally identifiable information is compromised as defined by the respective law. In
addition to federal regulators, state attorneys general are also enforcing information security breaches. Further,
several states are now focused on expanding state privacy laws regarding personal information. For example,
California maintains one of the more extensive laws in this area. California recently enacted the California
Consumer Privacy Act, whose effects on our tenants' businesses vary and add to the risk profiles of those in
California or who otherwise meet the law's requirements regarding revenue or California personal information
metrics. Additionally, the California Privacy Rights Act passed in November 2020, with the majority of its
provisions becoming operative January 1, 2023. These laws require our tenants to safeguard personal information,
and potentially other information, against reasonably anticipated threats or hazards to the information.
Violations of these various privacy and security laws can result in significant civil monetary penalties, as well as the
potential for criminal penalties. In addition to state data breach notification requirements, HIPAA authorizes state
attorneys general to bring civil actions on behalf of affected state residents against entities that violate HIPAA
privacy and security regulations or their respective state laws. These penalties could be in addition to any penalties
assessed by a state for a breach which would be considered reportable under the state’s data breach notification laws.
Further there are significant costs associated with a breach including investigation costs, remediation and mitigation
costs, notification costs, attorney fees and the potential for reputational harm and lost revenues due to a loss in
confidence in the provider. Plaintiff attorneys are increasingly developing class action litigation strategies designed
to obtain settlements from healthcare providers. We cannot predict the effect of additional costs on tenants to
comply with these laws nor the costs associated with a potential breach of protected health information or personally
identifiable information by a tenant and what effect they might have on the expenses of our tenants and their ability
to meet their obligations to us, which in turn could have a material adverse effect on our business, financial
condition and results of operations, our ability to pay distributions to our stockholders and the market price of our
common stock.
30

Our healthcare-related tenants may be subject to significant legal actions that could subject them to increased
operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to
us, and we could be subject to healthcare industry violations.
As is typical in the healthcare industry, our tenants may often become subject to claims that their services have
resulted in patient injury or other adverse effects. Many of these tenants may have experienced an increasing trend in
the frequency and severity of professional liability and general liability insurance claims and litigation asserted
against them. The insurance coverage maintained by these tenants may not cover all claims made against them nor
continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive
damages arising from professional liability and general liability claims and/or litigation may not, in certain cases, be
available to these tenants due to state law prohibitions or limitations of availability. As a result, these types of
tenants of our healthcare properties and healthcare-related facilities operating in these states may be liable for
punitive damage awards that are either not covered or are in excess of their insurance policy limits.
We also believe that there has been, and will continue to be, an increase in governmental investigations of certain
healthcare providers, particularly in the areas of Medicare/Medicaid false claims and meaningful-use of electronic
health records, as well as an increase in enforcement actions resulting from these investigations. Insurance is not
available to cover all such losses. Any adverse determination in a legal proceeding or governmental investigation,
any settlements of such proceedings or investigations in excess of insurance coverage, whether currently asserted or
arising in the future, could have a material adverse effect on a tenant’s financial condition. If a tenant is unable to
obtain or maintain insurance coverage, if judgments are obtained or settlements reached in excess of the insurance
coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable cost of
a government enforcement action or investigation, the tenant could be exposed to substantial additional liabilities,
which may affect the tenant’s ability to pay rent, which in turn could have a material adverse effect on our business,
financial condition and results of operations, our ability to pay distributions to our stockholders and the market price
of our common stock.
Risks Related to the Real Estate Industry
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the
performance of our properties.
Because real estate investments are relatively illiquid, our ability to promptly sell one or more of our properties in
response to changing economic, financial and investment conditions is limited. The real estate market is affected by
many factors, such as general economic conditions, availability of financing, interest rates and other factors,
including supply and demand, that are beyond our control. In the event we decide to sell any of our properties, we
cannot predict whether we will be able to sell such properties for the price or on the terms set by us or whether any
price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length
of time needed to find a willing purchaser and to close the sale of any of our properties. The fact that we own
properties in our target submarkets may lengthen the time required to sell our properties. We may be required to
expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that
we will have funds available to correct those defects or to make those improvements.
In acquiring a property, we may agree to transfer restrictions that materially restrict us from selling that property for
a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid
on that property. These transfer restrictions would impede our ability to sell a property even if we deem it necessary
or appropriate. These facts and any others that would impede our ability to respond to adverse changes in the
performance of our properties may have an adverse effect on our business, financial condition, results of operations,
or ability to make distributions to our stockholders and the market price of our common stock.
Moreover, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other
types of real estate companies. In particular, the tax laws applicable to REITs require that we hold our properties for
investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer
sales of properties that otherwise would be in our best interests. Therefore, we may not be able to vary our portfolio
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Form 10-K

promptly in response to economic or other conditions or on favorable terms, which may adversely affect our cash
flows, our ability to make distributions to our stockholders and the market price of our common stock.
We may suffer reduced or delayed revenues for, or have difficulty selling, properties with vacancies.
We anticipate that the majority of the properties we acquire will have some level of vacancy at the time of closing
either because the property is in the process of being developed and constructed, it is newly constructed and in the
process of obtaining tenants, or because of economic or competitive or other factors. Shortly after a new property is
opened, during a time of development and construction, or because of economic or competitive or other factors, we
may suffer reduced revenues resulting in lower cash distributions to you due to a lack of an optimum level of
tenants. In addition, the resale value of the real property could be diminished because the market value may depend
principally upon the value of the leases of such real property. In addition, because properties’ market values depend
principally upon the occupancy rates, the resale value of properties with prolonged low occupancy rates could suffer,
which could further reduce your return.
Uncertain market conditions could cause us to sell our healthcare properties at a loss in the future.
We intend to hold our various real estate investments until such time as we determine that a sale or other disposition
appears to be advantageous to achieve our investment objectives. However, we also may be purchasing our
properties at a time when capitalization rates are at historically low levels and purchase prices are high. Therefore,
the value of our properties may not increase over time, which may restrict our ability to sell our properties, or in the
event we are able to sell such property, may lead to a sale price less than the price that we paid to purchase the
properties.
Our senior management team and our board of directors may exercise their discretion as to whether and when to sell
one of our healthcare properties, and we will have no obligation to sell our buildings at any particular time. We
generally intend to hold our healthcare properties for an extended period of time, and we cannot predict with any
certainty the various market conditions affecting real estate investments that will exist at any particular time in the
future. Because of the uncertainty of market conditions that may affect the future disposition of our healthcare
properties, we may not be able to sell our buildings at a profit in the future or at all. We may incur prepayment
penalties in the event that we sell a property subject to a mortgage earlier than we otherwise had planned.
Additionally, we could be forced to sell healthcare properties at inopportune times which could result in us selling
the affected building at a substantial loss. Accordingly, the extent to which you will receive cash distributions and
realize potential appreciation on our real estate investments will, among other things, be dependent upon fluctuating
market conditions. Because of the uncertainty of market conditions that may affect the future disposition of our
properties, and the potential payment of prepayment penalties upon such disposition, we cannot assure you that we
will be able to sell our properties at a profit in the future, which could materially adversely affect our business,
financial condition and results of operations and our ability to make distributions to our stockholders.
If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our
cash flows.
If we decide to sell any of our properties, we intend to use our best efforts to sell them for cash. However, in some
instances we may sell our properties by providing financing to purchasers. When we provide financing to
purchasers, we will bear the risk that the purchaser may default, which could negatively impact our cash
distributions to stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of sales to
our stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property
we may accept upon the sale are actually paid, sold, refinanced, or otherwise disposed of. In some cases, we may
receive initial down payments in cash and other property in the year of sale in an amount less than the selling price
and subsequent payments will be spread over a number of years. If any purchaser defaults under a financing
arrangement with us, it could negatively impact our ability to make distributions to you.
Uninsured losses relating to real property may adversely affect your returns.
We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by
outside consultants and attempt to ensure that all of our properties are adequately insured to cover casualty losses.
However, there are certain losses, including losses from floods, earthquakes, wildfires, acts of war, acts of terrorism
32

or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed
economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose
us to uninsured casualty losses. Inflation, changes in tort liability laws, changes in building codes and ordinances,
environmental considerations, and other factors also might make it infeasible to use insurance proceeds to protect a
tenant in a liability claim or replace a property after such property has been damaged or destroyed. In the event that
any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be
reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and
potential revenue in these properties and could potentially remain obligated under any recourse debt associated with
the property. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we
cannot assure you that any such sources of funding will be available to us for such purposes in the future.
We have obtained title insurance policies for each of our properties typically in an amount equal to its original price.
However, these policies may be for amounts less than the current or future values of our properties. In such an event,
if there is a title defect relating to any of our properties, we could lose some of our investment in and anticipated
profits from such property.
If one of our tenants experiences a material general or professional liability loss that is uninsured or exceeds policy
coverage limits, it may be unable to satisfy its lease payment obligations to us. If one of our properties experiences a
loss that is uninsured or that exceeds policy coverage limits, we could lose the capital invested in the damaged
property as well as the anticipated future cash flows from the property.
Furthermore, we, as the general partner of our operating partnership, generally will be liable for all of our operating
partnership’s unsatisfied recourse obligations. Any such losses could materially adversely affect our financial
condition, results of operations, cash flows and ability to pay distributions, and the market price of our common
stock.
Rising expenses could reduce cash flow and funds available for future acquisitions.
If any property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating
expenses, we could be required to expend funds for that property’s operating expenses. Our properties will be
subject to increases in tax rates, utility costs, operating expenses, insurance costs, repairs, and maintenance and
administrative expenses.
If we are unable to offset such cost increases through rent increases, we could be required to fund those increases in
operating costs which could adversely affect funds available for future acquisitions or cash available for distribution.
Our property taxes could increase due to property tax rate changes or reassessments, which could materially
adversely impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes
on our properties. The real property taxes on our properties may increase as property tax rates change or as our
properties are assessed or reassessed by taxing authorities. The amount of property taxes we pay in the future may
increase substantially from what we have paid in the past. If the property taxes we pay increase, our cash flow would
be adversely impacted to the extent that we are not reimbursed by tenants for those taxes, and our ability to pay any
expected dividends to our stockholders could be materially adversely affected.
Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to
liability for adverse health effects and costs of remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if
the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce
airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical
contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and
bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of
adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant
mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation
33
Form 10-K

program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor
ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability
from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have
occurred.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants
that are applicable to our properties.
The properties in our portfolio are subject to various covenants and federal, state and local laws and regulatory
requirements, including permitting and licensing requirements. Local regulations, including municipal or local
ordinances and zoning restrictions may restrict our use of our properties and may require us to obtain approval from
local officials or restrict our use of our properties and may require us to obtain approval from local officials of
community standards organizations at any time with respect to our properties, including prior to acquiring a property
or when undertaking renovations of any of our properties. Among other things, these restrictions may relate to fire
and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and
regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that
additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy
may be adversely affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such
permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial
condition, results of operations, cash flows and our ability to pay distributions, and the market price of our common
stock.
In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act, or
ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and
operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to
access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or
the FHAA. If one or more of our properties is not in compliance with the ADA, the FHAA or any other regulatory
requirements, we may be required to incur additional costs to bring the property into compliance, including the
removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In
addition, we do not know whether existing requirements will change or whether future requirements will require us
to make significant unanticipated expenditures that will adversely impact our financial condition, results of
operations, cash flows and our ability to pay distributions, and the market price of our common stock.
Environmental compliance costs and liabilities associated with owning and leasing our properties may affect our
results of operations.
Under various U.S. federal, state and local laws, ordinances and regulations, current and prior owners and tenants of
real estate may be jointly and severally liable for the costs of investigating, remediating and monitoring certain
hazardous substances or other regulated materials on or in such property. In addition to these costs, the past or
present owner or tenant of a property from which a release emanates could be liable for any personal injury or
property damage that results from such release, including for the unauthorized release of asbestos-containing
materials and other hazardous substances into the air, as well as any damages to natural resources or the
environment that arise from such release. These environmental laws often impose such liability without regard to
whether the current or prior owner or tenant knew of, or was responsible for, the presence or release of such
substances or materials. Moreover, the release of hazardous substances or materials, or the failure to properly
remediate such substances or materials, may adversely affect the owner’s or tenant’s ability to lease, sell, develop or
rent such property or to borrow by using such property as collateral. Persons who transport or arrange for the
disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or
remediation of such substances at a disposal or treatment facility, regardless of whether or not such facility is owned
or operated by such person.
We perform a Phase I environmental site assessment at any property we are considering acquiring. However, Phase I
environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater,
and these assessments may not include or identify all potential environmental liabilities or risks associated with the
property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of
34

environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that
the Phase I environmental site assessment or other environmental studies identified all potential environmental
liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it
difficult to sell any affected properties. As a result, we could potentially incur material liability for these issues,
which could adversely impact our financial condition, results of operations, cash flows and ability to pay
distributions, and the market price of our common stock.
Certain environmental laws impose compliance obligations on owners and tenants of real property with respect to
the management of hazardous substances and other regulated materials. For example, environmental laws govern the
management and removal of asbestos-containing materials and lead-based paint. Failure to comply with these laws
can result in penalties or other sanctions. If we incur substantial costs to comply with these environmental laws or
we are held liable under these laws, our business, financial condition and results of operations, our ability to make
distributions to our stockholders and the market price of our common stock may be adversely affected.
Some of the properties we acquire may be subject to ground lease or other restrictions on the use of the space. If
we are required to undertake significant capital expenditures to procure new tenants, then our business and
results of operations may suffer.
Properties we acquire may be subject to ground leases that contain certain restrictions. These restrictions could
include limits on our ability to re-let these properties to tenants not affiliated with the healthcare provider or other
owner that owns the underlying property, rights of purchase and rights of first offer and refusal with respect to sales
of the property and limits on the types of medical procedures that may be performed. If we are unable to promptly
re-let our properties, if the rates upon such re-letting are significantly lower than expected or if we are required to
undertake significant capital expenditures in connection with re-letting, our business, financial condition and results
of operations, our ability to make distributions to our stockholders and the market price of our common stock may
be adversely affected.
Our assets may be subject to impairment charges.
We will periodically evaluate our real estate investments and other assets for impairment indicators. The judgment
regarding the existence of impairment indicators is based upon factors such as market conditions, tenant
performance and legal structure. For example, the termination of a lease by a major tenant, or extended vacancies in
a building may lead to an impairment charge. If we determine that an impairment has occurred, we would be
required to make an adjustment to the net carrying value of the asset which could have an adverse effect on our
results of operations in the period in which the impairment charge is recorded.
Risks Related to our Corporate Structure and the Acquisition of Properties
Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders
of OP units, which may impede business decisions that could benefit our stockholders.
Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one
hand, and our operating partnership or any limited partner thereof, on the other. Our directors and officers have
duties to our company under Maryland law in connection with the management of our company. At the same time,
we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating
partnership and its limited partners, if any, under Delaware law and our partnership agreement in connection with
the management of our operating partnership. Our fiduciary duties and obligations as the general partner of our
operating partnership may come into conflict with the duties of our directors and officers to our company. There are
currently no limited partners of our operating partnership other than a wholly-owned subsidiary of the Company.
Under Delaware law, a general partner of a Delaware limited partnership has fiduciary duties of loyalty and care to
the partnership and its limited partners and must discharge its duties and exercise its rights as general partner
consistent with the obligation of good faith and fair dealing. Our partnership agreement provides that, in the event of
a conflict between the interests of our operating partnership or any limited partner, on the one hand, and the
company or our stockholders, on the other hand, we, as the general partner of our operating partnership, may give
priority to the separate interests of the company or our stockholders (including with respect to tax consequences).
35
Form 10-K

Required payments of principal and interest on our Credit Facility may leave us with insufficient cash to operate
our properties or to pay the distributions currently contemplated or necessary to qualify as a REIT and may
expose us to the risk of default under our debt obligations.
As of December 31, 2024, we had $487.0 million outstanding under our Credit Facility, including our term loans.
We do not anticipate that our internally generated cash flow will be adequate to repay our anticipated indebtedness
upon maturity and, therefore, we expect to repay indebtedness through refinancings and future offerings of equity
and debt securities, either of which we may be unable to secure on favorable terms or at all. Our level of debt and
any limitations imposed upon us by our debt agreements could have adverse consequences, including the following:
•
our cash flow may be insufficient to meet required principal and interest payments;
•
we may be unable to borrow additional funds as needed or on favorable terms, including to make
acquisitions;
•
we may be unable to refinance indebtedness at maturity or the refinancing terms may be less favorable
than the terms of the original indebtedness;
•
because a portion of our debt bears interest at variable rates, an increase in interest rates could
materially increase our interest expense;
•
we may fail to effectively hedge against interest rate volatility;
•
we may be forced to dispose of properties, possibly on disadvantageous terms if we are able to do so at
all, in order to repay indebtedness;
•
after debt service, the amount available for distributions to our stockholders may be reduced;
•
we may default on our debt obligations, which could restrict our ability to make any distributions to
our stockholders;
•
our ability to make distributions to our stockholders could be restricted by our debt agreements;
•
our leverage could place us at a competitive disadvantage compared to our competitors who have less
debt;
•
we may experience increased vulnerability to economic and industry downturns, reducing our ability to
respond to changing business and economic conditions;
•
we may default on our obligations and the lenders may foreclose on properties that secure their loans
and receive an assignment of rents and leases;
•
we may violate financial covenants, which would cause a default on our obligations and result in the
acceleration of our payment obligations;
•
we may inadvertently violate non-financial restrictive covenants in our loan documents, such as
covenants that require us to maintain the existence of entities, maintain insurance policies and provide
financial statements, which would entitle the lenders to accelerate our debt obligations; and
•
our default under any loan with cross-default or cross-collateralization provisions could result in
default on other indebtedness or result in the foreclosures of other properties.
The realization of any or all of these risks may have an adverse effect on our business, financial condition and
results of operations, our ability to make distributions to our stockholders and the market price of our common stock.
37
Form 10-K

We could become highly leveraged in the future because our organizational documents contain no limitations on
the amount of debt that we may incur.
At December 31, 2024, our debt to total capitalization ratio (debt plus stockholders' equity plus accumulated
depreciation) was approximately 40.3%. Our current financing policy prohibits aggregate debt (secured or
unsecured) in excess of 40% of the Company's total capitalization, except for short-term transitory periods.
However, this debt limitation policy can be changed by our board of directors without stockholder approval and
there are no provisions in our bylaws that limit our ability to incur indebtedness. We could alter the balance between
our total outstanding indebtedness and the value of our properties at any time. If we become more highly leveraged,
the resulting increase in outstanding debt could adversely affect our ability to make debt service payments, to pay
our anticipated distributions and to make the distributions required to qualify as a REIT. The occurrence of any of
the foregoing risks could adversely affect our business, financial condition and results of operations, our ability to
make distributions to our stockholders and the market price of our common stock.
Increases in interest rates may increase our interest expense and adversely affect our cash flows and our ability to
service our indebtedness and to make distributions to our shareholders.
As of December 31, 2024, we had $137.0 million of variable-rate indebtedness outstanding that had not been
swapped for a fixed interest rate. We expect that more of our indebtedness in the future, including borrowings under
our Credit Facility, may be subject to variable interest rates. Increases in interest rates on any variable rate
indebtedness will increase our interest expense, which could adversely affect our cash flow and our ability to pay
distributions.
The Company may enter into swap agreements from time to time that may not effectively reduce its exposure to
changes in interest rates.
The Company may enter into swap agreements from time to time that may not effectively reduce its exposure to
changes in interest rates. As of December 31, 2024, the Company had 15 outstanding interest rate derivatives that
were designated as cash flow hedges of interest rate risk for notional amounts totaling $350.0 million. The Company
may enter into additional swap agreements in the future to manage some of its exposure to interest rate volatility.
These swap agreements involve risks, such as the risk that counterparties may fail to honor their obligations under
these arrangements. In addition, these arrangements may not be effective in reducing the Company's exposure to
changes in interest rates and no hedging activity can completely insulate us from the risks associated with changes in
interest rates. Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other
things:
•
available interest rate hedging may not correspond directly with the interest rate risk for which we seek
protection;

•
the duration of the hedge may not match the duration of the related liability;
•
the party owing money in the hedging transaction may default on its obligation to pay;
•
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it
impairs our ability to sell or assign our side of the hedging transaction; and
•
the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting
rules to reflect changes in fair value, such as downward adjustments, or “mark-to-market losses,” which
would reduce our stockholders’ equity.
In addition, we may be limited in the type and amount of hedging transactions that we may use in the future by our
need to satisfy the REIT income tests under the Code. Failure to hedge effectively against interest rate changes may
have an adverse effect on our business, financial condition, results of operations, our ability to make distributions to
our shareholders and the market price of our common shares.
38

Our use of OP units in our operating partnership as currency to acquire properties could result in stockholder
dilution and/or limit our ability to sell such properties, which could have a material adverse effect on us.
In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in
exchange for OP units in our operating partnership, which may result in stockholder dilution. This acquisition
structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over
the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer
recognition of taxable gain through restrictions on our ability to dispose of the acquired properties or the allocation
of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell
properties at a time, or on terms, that would be favorable absent such restrictions.
Our charter restricts the ownership and transfer of our outstanding shares which may have the effect of delaying,
deferring or preventing a transaction or change of control of our Company.
In order for us to maintain our status as a REIT, no more than 50% of the value of our outstanding shares may be
owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable
year other than our initial REIT taxable year. Subject to certain exceptions, our charter prohibits any stockholder
from beneficially or constructively owning more than 9.8% of the outstanding shares of our capital stock, in value or
number of shares, whichever is more restrictive. The constructive ownership rules under the Code are complex and
may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be
constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding
shares or of our common stock by an individual or entity could cause that individual or entity to own constructively
more than 9.8% of the outstanding shares of such stock and to be subject to our charter’s ownership limit. Our
charter also prohibits, among other prohibitions, any person from owning our shares that would result in our being
“closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT. Any attempt to
own or transfer shares in violation of these restrictions may result in the shares being automatically transferred to a
charitable trust or may be void. These restrictions may also have the effect of delaying, deferring, or preventing a
change in control of us, including an extraordinary transaction (such as a merger, tender offer, or sale of all or
substantially all of our assets) that might provide a premium price for holders of our common stock.
Certain provisions of Maryland law could inhibit changes of control, which may discourage third parties from
conducting a tender offer or seeking other change of control transactions that could involve a premium price for
our common stock or that our stockholders otherwise believe to be in their best interests.
Certain provisions of the Maryland General Corporation Law, or MGCL, applicable to Maryland corporations may
have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control
under circumstances that otherwise could provide our common stockholders with the opportunity to realize a
premium over the then-prevailing market price of our shares, including:
•
“business combination” provisions that, subject to limitations, prohibit certain business combinations
between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or
more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner,
directly or indirectly, of 10% or more of the voting power of our shares at any time within the two-year
period immediately prior to the date in question) or an affiliate thereof for five years after the most recent
date on which the stockholder becomes an interested stockholder, and thereafter imposes certain minimum
price and/or supermajority stockholder voting requirements on these combinations; and
•
“control share” provisions that provide that holders of “control shares” of our company (defined as shares
that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise
one of three increasing ranges of voting power in electing directors) acquired in a “control share
acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding
“control shares,” subject to certain exceptions) have no voting rights with respect to their control shares,
except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the
votes entitled to be cast on the matter, excluding all interested shares.
39
Form 10-K

Our bylaws, however, contain provisions exempting us from the business combination and control share acquisition
provisions of the MGCL and we will not be permitted to opt into either of these provisions in the future without the
affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote. Our board of directors
may not amend or eliminate either of these provisions at any time in the future without the affirmative vote of a
majority of the votes cast on the matter by stockholders entitled to vote.
Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what
is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which
are not currently applicable to us. If implemented, these provisions may have the effect of limiting or precluding a
third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in
control of us under circumstances that otherwise could provide our common stockholders with the opportunity to
realize a premium over the then current market price. Our charter contains a provision whereby the Company has
elected to not be subject to the provisions of Title 3, Subtitle 8 of the MGCL without the affirmative consent of the
shares cast on the matter by stockholders entitled to vote.
We could increase the number of authorized shares, classify and reclassify unissued shares and issue shares
without stockholder approval.
Our board of directors, without stockholder approval, has the power under our charter to amend our charter to
increase or decrease the aggregate number of shares or the number of shares of any class or series that we are
authorized to issue, and to authorize us to issue authorized but unissued common stock or preferred stock. In
addition, under our charter, our board of directors has the power to classify or reclassify any unissued common or
preferred shares into one or more classes or series of shares and set or change the preference, conversion or other
rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or
conditions of redemption for such newly classified or reclassified shares. As a result, we may issue series or classes
of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are
senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has
no such intention at the present time, it could establish a class or series of preferred shares that could, depending on
the terms of such class or series, delay, defer or prevent a transaction or a change of control that might involve a
premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
Certain provisions in the partnership agreement of our operating partnership may delay or prevent unsolicited
acquisitions of us.
Provisions of the partnership agreement of our operating partnership may delay or make more difficult unsolicited
acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals
involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners
might consider such proposals, if made, desirable. These provisions include, among others:
•
redemption rights of qualifying parties;
•
a requirement that we may not be removed as the general partner of our operating partnership without our
consent;
•
transfer restrictions on OP units; and
•
our ability, as general partner, in some cases, to amend the partnership agreement and to cause our
operating partnership to issue additional partnership interests with terms that could delay, defer or prevent a
merger or other change of control of us or our operating partnership without the consent of our stockholders
or the limited partners.
Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law also contain other
provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price
for our common stock or that our stockholders otherwise believe to be in their best interest.
40

We may change our business, investment and financing strategies without stockholder approval.
We may change our business, investment and financing strategies without a vote of, or notice to, our stockholders,
which could result in our making investments and engaging in business activities that are different from, and
possibly riskier than, the investments and businesses described in this report. In particular, a change in our
investment strategy, including the manner in which we allocate our resources across our portfolio or the types of
assets in which we seek to invest, may increase our exposure to real estate market fluctuations. In addition, we may
in the future increase the use of leverage at times and in amounts that we, in our discretion, deem prudent and such
decision would not be subject to stockholder approval. Furthermore, our board of directors may determine that
healthcare properties do not offer the potential for attractive risk-adjusted returns for an investment strategy.
Changes to our strategies with regards to the foregoing could adversely affect our financial condition, results of
operations and our ability to make distributions to our stockholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited, which
could limit your recourse in the event that we take certain actions which are not in your best interests.
Our charter eliminates the liability of our directors and officers to us and our stockholders for money damages,
except for liability resulting from:
•
actual receipt of an improper benefit or profit in money, property or services; or
•
active and deliberate dishonesty by the director or officer that was established by a final judgment as
being material to the cause of action adjudicated.
Our charter authorizes us to indemnify our present and former directors and officers for actions taken by them in
those and other capacities to the maximum extent permitted by Maryland present and former law. Our bylaws
obligate us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland
law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his
or her service to us. In addition, we may be obligated to advance the defense costs incurred by our director and
officers. We have entered into indemnification agreements with our officers and directors, granting them express
indemnification rights. As a result, we and our stockholders may have more limited rights against our directors and
officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification
agreements or that might exist with other companies.
Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our
stockholders to effect changes to our management and may prevent a change in control of our company that is in the
best interests of our stockholders. Our charter provides that a director may only be removed for cause upon the
affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors.
Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These
requirements make it more difficult to change our management by removing and replacing directors and may
prevent a change in control of our company that is in the best interests of our stockholders.
We are a holding company with no direct operations and, as such, we will rely on funds received from our
subsidiaries to pay liabilities, and the interests of our stockholders will be structurally subordinated to all
liabilities and obligations of our subsidiaries.
We are a holding company and conduct substantially all of our operations through our subsidiaries. We do not have,
apart from an interest in our subsidiaries, any independent operations. As a result, we will rely on distributions from
our subsidiaries to pay any dividends we might declare on shares of our common stock. We will also rely on
distributions from our subsidiaries to meet any of our obligations, including any tax liability on taxable income
allocated to us from our subsidiaries. In addition, because we are a holding company, your claims as stockholders
will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed
money) of our subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and
those of our subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our
subsidiaries’ liabilities and obligations have been paid in full.
41
Form 10-K

Our operating partnership may issue additional OP units to third parties without the consent of our stockholders,
which would reduce our ownership percentage in our operating partnership and would have a dilutive effect on
the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions
we can make to our stockholders.
We own 100% of the outstanding OP units and we may, in connection with our acquisition of properties or
otherwise, cause our operating partnership to issue additional OP units to third parties. Such issuances would reduce
our ownership percentage in our operating partnership and affect the amounts of distributions made to us by our
operating partnership and, therefore, the amounts of distributions we can make to our stockholders. Because you will
not directly own OP units, you will not have any voting rights with respect to any such issuances or other
partnership level activities of our operating partnership.
Risks Related to Our Qualification and Operation as a REIT
Failure to remain qualified as a REIT, would cause us to be taxed as a regular corporation, which would
adversely affect the value of our shares and substantially reduce funds available for distributions to our
stockholders.
Our organization and proposed method of operation have enabled us to meet the requirements for qualification and
taxation as a REIT commencing with our taxable year ended December 31, 2015. However, we cannot assure you
that we will remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and
complex Code provisions for which there are only limited judicial and administrative interpretations. The
complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the
Code, or the Treasury Regulations, is greater in the case of a REIT that, like us, holds its assets through a
partnership. The determination of various factual matters and circumstances not entirely within our control may
affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements,
including requirements regarding the ownership of our stock, the composition of our assets and the composition of
our income. In addition, we must distribute to stockholders annually at least 90% of our REIT taxable income,
determined without regard to the dividends paid deduction and excluding net capital gains. Legislation, new
Treasury Regulations, administrative interpretations or court decisions may materially and adversely affect our
ability to qualify as a REIT for U.S. federal income tax purposes.
If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially
reduce the funds available for distribution to our stockholders because:
•
we would not be allowed a deduction for dividends paid to stockholders in computing our taxable
income and would be subject to U.S. federal income tax at regular corporate rates;
•
we could be subject to the federal corporate alternative minimum tax and increased state and local
taxes; and
•
unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT
status until the fifth calendar year after the year in which we failed to qualify as a REIT.
In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all
these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it
would adversely affect the market price of our common shares.
If our operating partnership failed to qualify as a “partnership” for U.S. federal income tax purposes, we would
cease to qualify as a REIT and suffer other adverse consequences.
We believe that our operating partnership should be treated either as an entity disregarded from us or, after the
admission of additional partners, if any, as a “partnership” for U.S. federal income tax purposes. As a disregarded
entity or a partnership, our operating partnership will not be subject to U.S. federal income tax on its income.
Instead, each of its partners will be allocated, and may be required to pay tax with respect to, its share of our
operating partnership’s income. We cannot assure you that the IRS will not challenge the status of our operating
42

partnership, or that a court would not sustain such a challenge. If the Internal Revenue Service, or IRS, were
successful in treating our operating partnership as an entity taxable as a corporation, our operating partnership would
be liable for U.S. federal and state corporate income taxes on its taxable income and we would fail to meet the gross
income tests and certain of the asset tests applicable to REITs under the Code and cease to qualify as a REIT.
We may face other tax liabilities that reduce our cash flows.
We may be subject to certain federal, state and local taxes on our income and assets, including taxes on any
undistributed income, tax on income from some activities conducted as a result of a foreclosure, taxes on income
from certain “prohibited transactions” and state or local income, property and transfer taxes. In addition, any TRS
that we may form or in which we may invest will be subject to regular corporate federal, state and local taxes. Any
of these taxes would decrease cash available for distributions to our stockholders.
To maintain our status as a REIT and avoid the payment of U.S. federal income and excise taxes, we may be
forced to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of our stock or debt
securities or sell assets to make distributions, in each case during unfavorable market conditions and which may
result in our distributing amounts that would otherwise be used for our operations.
To maintain our status as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable
income each year, determined without regard to the dividends paid deduction and excluding net capital gains, and
we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT
taxable income (determined without regard to the deduction for dividends paid) each year. In addition, we will be
subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar
year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our
undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise
would be spent on operations, the acquisitions of properties and the service of our debt. It is possible that we could
be required to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of our stock or debt
securities or sell assets in order to distribute enough of our taxable income to qualify or maintain our qualification as
a REIT and to avoid the payment of U.S. federal income and excise taxes. We cannot assure you that a sufficient
amount of capital will be available to us on favorable terms, or at all, when needed for the foregoing purposes,
which would materially and adversely affect our financial condition, results of operations, cash flows and ability to
pay distributions, and the market price of our common stock.
Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or liquidate
otherwise attractive investments.
To maintain our status as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning,
among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute
to our stockholders and the ownership of our shares. In order to meet these tests, we may be required to forego
investments we might otherwise make or liquidate otherwise attractive investments. Compliance with the REIT
requirements may reduce our income and amounts available for distribution to our stockholders and otherwise
hinder our performance.
The “prohibited transactions” tax may limit our ability to dispose of our properties.
A REIT’s net gain or income from “prohibited transactions” is subject to a 100% penalty tax. In general, prohibited
transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to
customers in the ordinary course of business. Although a safe harbor regarding the characterization of the sale of
real property by a REIT as a prohibited transaction is available, we cannot assure you that we will be able to comply
with the safe harbor with respect to any sale of our properties or that we will avoid owning property that may be
characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may
choose not to engage in an otherwise attractive sale of property or may conduct such a sale through a TRS, which
would subject such sale to federal and state income taxation.
43
Form 10-K

Any ownership of a TRS will be subject to limitations, and our transactions with a TRS cause us to be subject to a
100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.
We have two TRSs, and in the future, may form other TRSs for various reasons, including for the purpose of leasing
“qualified healthcare properties” from us pursuant to the provisions of the REIT Investment Diversification and
Empowerment Act of 2007, or RIDEA, although we currently have no intention of investing in companies that
provide healthcare services structured to comply with RIDEA. Overall, no more than 20% of the value of a REIT’s
assets may consist of stock or securities of one or more TRSs. The Code also imposes a 100% excise tax on certain
transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will monitor
the value of our respective investments in our TRSs for the purpose of ensuring compliance with the TRS ownership
limitation and will structure any future transactions with any TRS on terms that we believe are arm’s length to avoid
incurring the 100% excise tax described above. However, there can be no assurance that we will be able to comply
with such TRS ownership limitation or to avoid application of the 100% excise tax.
TRSs will be subject to federal and state income taxes.
Our two TRSs, and any TRSs that we may form or acquire in the future, including a TRS formed or acquired to
lease “qualified healthcare properties” from us under the provisions of RIDEA, will be subject to federal and state
income tax on its taxable income. Accordingly, although our ownership of a TRS may allow us to participate in
income we otherwise could not receive directly as a REIT, such income would be fully subject to federal and state
income tax.
If a TRS tenant failed to qualify as a TRS, or the operator of a facility engaged by a TRS tenant did not qualify as
an “eligible independent contractor,” we could fail to qualify as a REIT and could be subject to higher taxes and
have less cash available for distribution to our stockholders.
We may, in the future, lease certain of our properties that qualify as “qualified healthcare properties” to a TRS
tenant, although we have no present intention to do so. Rent paid by a tenant that is a “related party tenant” of ours
will not be qualifying income for purposes of the two gross income tests applicable to REITs. However, so long as
any TRS tenant of ours qualifies as a TRS, it will not be treated as a “related party tenant” with respect to our
healthcare properties that are managed by “eligible independent contractors.” We would seek to structure any future
arrangements with a TRS tenant such that the TRS tenant would qualify to be treated as a TRS for U.S. federal
income tax purposes, but there can be no assurance that the IRS would not challenge the status of a TRS or that a
court would not sustain such a challenge. If the IRS were successful in disqualifying a TRS tenant from treatment as
a TRS, it is possible that we would fail to meet the asset tests applicable to REITs and a significant portion of our
income would fail to qualify for the gross income tests. If we failed to meet either the asset or gross income tests, we
would likely lose our REIT qualification for federal income tax purposes.
Additionally, if the operator of a facility engaged by a TRS tenant does not qualify as an “eligible independent
contractor,” we could fail to qualify as a REIT. Any operator of a healthcare facility leased to a TRS tenant must
qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by such TRS
tenant to be qualifying income for purposes of the REIT gross income tests. Among other requirements, in order to
qualify as an eligible independent contractor a facility operator must not own, directly or indirectly, more than 35%
of our outstanding shares and no person or group of persons can own more than 35% of our outstanding shares and
the ownership interests of the facility operator, taking into account certain ownership attribution rules. The
ownership attribution rules that apply for purposes of these 35% thresholds are complex. Although we would
monitor ownership of our shares by any facility operators and their owners, there can be no assurance that these
ownership levels will not be exceeded.
If leases of our properties are not respected as true leases for U.S. federal income tax purposes, we would fail to
qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our
stockholders.
Rents paid to us by third-party tenants and any TRS tenant that we may form or acquire in the future pursuant to the
leases of our properties will constitute substantially all of our gross income. In order for such rent to qualify as
“rents from real property” for purposes of the gross income tests applicable to REITs, the leases must be respected
as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or some
44

other type of arrangement. If our leases are not respected as true leases for U.S. federal income tax purposes, we
could fail to qualify as a REIT.
You may be restricted from acquiring or transferring certain amounts of our common stock.
The share ownership restrictions of the Code for REITs and the 9.8% share ownership limit and other restrictions on
ownership and transfer of our shares contained in our charter may inhibit market activity in our shares and restrict
our business combination opportunities.
In order to maintain our status as a REIT each taxable year, five or fewer individuals, as defined in the Code, may
not own, beneficially or constructively, more than 50% in value of our issued and outstanding shares at any time
during the last half of each taxable year. Attribution rules in the Code determine if any individual or entity
beneficially or constructively owns our shares under this requirement. Additionally, at least 100 persons must
beneficially own our shares during at least 335 days of a taxable year for each taxable year. To help insure that we
meet these tests, our charter restricts the acquisition and ownership of shares.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to
preserve our qualification as a REIT. Unless exempted by our board of directors, our charter prohibits any person
from beneficially or constructively owning more than 9.8% in value of the outstanding shares of our capital stock or
9.8%, in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock.
Our board of directors may not grant an exemption from these restrictions to any proposed transferee whose
ownership in excess of such limits would result in our failing to qualify as a REIT. This, as well as other restrictions
on transferability and ownership, will not apply if our board of directors determines that it is no longer in our best
interests to continue to qualify as a REIT.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at
individual rates is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates on
qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends could cause
investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the
shares of REITs, including our common stock. However, for tax years beginning after December 31, 2017, but
before January 1, 2026, certain stockholders may be able to deduct up to 20% of "qualified REIT dividends"
pursuant to Section 199A of the Code subject to certain limitations set forth in the Code.
Distributions to tax-exempt stockholders may be classified as unrelated business tax income.
In general, neither ordinary nor capital gain distributions with respect to our common stock, nor gain from the sale
of our common stock, should constitute unrelated business tax income, or UBTI, to a tax-exempt stockholder.
However, under certain limited circumstances, income and gain recognized by certain tax-exempt stockholders
could be treated, in whole or in part, as UBTI.
Non-U.S. stockholders may be subject to FIRPTA taxation upon the sale of their shares of our common stock.
Subject to the exceptions described herein, a non-U.S. person generally is subject to U.S. federal income tax on gain
recognized on a disposition of our stock under the Foreign Investment in Real Property Tax Act, or FIRPTA.
However, such FIRPTA tax will not apply if we are “domestically controlled,” meaning less than 50% of our stock,
by value, has been owned directly or indirectly by non-U.S. persons during a specified look-back period. In addition,
even if we were not domestically controlled, such tax would not apply to such non-U.S. stockholder if our common
stock was traded on an established securities market and such stockholder did not, at any time during the five-year
period prior to a sale of our common stock, directly or indirectly own more than 5% of the value of our outstanding
common stock. We cannot assure you that we will qualify as a “domestically controlled” REIT, although we expect
our stock will be regularly traded on an established securities market.
45
Form 10-K

Our capital gain distributions to non-U.S. stockholders attributable to our sales of U.S. real property interests
may be subject to tax under FIRPTA.
A non-U.S. stockholder generally is subject to U.S. income tax on our capital gain distributions attributable to our
sales of U.S. real property interests under FIRPTA. However, if our common stock is regularly traded on an
established securities market, such distributions will not be subject to such tax if such stockholder did not, at any
time during the one-year period preceding the distribution, directly or indirectly own more than 5% of the value of
our outstanding common stock. While we expect our stock will be regularly traded on an established securities
market, if it is not so traded, or if we are unable to determine the level of ownership of a particular non-U.S.
stockholder, we may be required to withhold 21% of any distribution to such stockholder that we designate as a
capital gain dividend.
We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our
common stock.
At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws
may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative
interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative
interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may
take effect retroactively. We and our stockholders could be adversely affected by any such change in the U.S.
federal income tax laws, regulations or administrative interpretations.
Risks Related to our Common Stock
The trading volume of our common stock may be volatile, and you may not be able to resell shares of our
common stock at prices equal to or greater than the price you paid or at all.
Our common stock is listed on the NYSE. In addition, the trading volume in our common stock may fluctuate and
cause significant price variations to occur, and investors in our common stock may from time to time experience a
decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. If the
market price of our common stock declines significantly, you may be unable to resell your shares at or above the
price at which you purchased such shares. We cannot assure you that the market price of our common stock will not
fluctuate or decline significantly in the future.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading
volume of our common stock include:
•
actual or anticipated variations in our quarterly operating results or dividends;
•
changes in our FFO or earnings estimates;
•
publication of research reports about us or the real estate industry;
•
increases in market interest rates that lead purchasers of our shares to demand a higher yield;
•
changes in market valuations of similar companies;
•
adverse market reaction to any additional debt we incur in the future;
•
additions or departures of key management personnel;
•
actions by institutional stockholders;
•
speculation in the press or investment community;
•
the realization of any of the other risk factors presented in this report;
46

approach is designed to mitigate risks related to data breaches or other security incidents originating from third-
parties.
Risks from Cybersecurity Threats
We have not encountered cybersecurity challenges that have materially impaired our operations or financial
standing.
Governance
The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity
threats. The Board has established robust oversight mechanisms to ensure effective governance in managing risks
associated with cybersecurity threats because we recognize the significance of these threats to our operational
integrity and stakeholder confidence.
Board of Directors Oversight
Management has formed an IT Committee consisting of the Chief Executive Officer, Chief Financial Officer, and
the Vice President of Information Technology to review and discuss information security matters and cyber security
risks. The committee meets at least twice a year and reports to the Board of Directors as needed.
Management’s Role Managing Risk
The Chief Executive Officer and Chief Financial Officer play a pivotal role in serving on the IT Committee, which
meets at least twice a year and discusses a broad range of topics, including:
•
Current cybersecurity landscape and emerging threats;
•
Status of ongoing cybersecurity initiatives and strategies;
•
Incident reports and learnings from any cybersecurity events; and
•
Compliance with regulatory requirements and industry standards.
In addition, the IT Committee and the Board maintain an ongoing dialogue regarding emerging or potential
cybersecurity risks, ensuring the Board’s oversight is proactive and responsive. The IT Committee actively
participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This
involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the
Company.
Risk Management Personnel
Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the Vice President
of Information Technology. Our Vice President of Information Technology has over 25 years of experience in the
information technology field and has been a member of and led numerous teams responsible for cybersecurity
operations. In addition, all Company employees are required to complete mandatory cybersecurity training each
year.
Monitor Cybersecurity Incidents
The Vice President of Information Technology is continually informed about the latest developments in
cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge
acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents.
The Vice President of Information Technology implements and oversees processes for the regular monitoring of our
information systems. This includes the deployment of advanced security measures and regular system audits to
identify potential vulnerabilities. In the event of a cybersecurity incident, the Vice President of Information
Technology is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate
the impact and long-term strategies for remediation and prevention of future incidents. As part of the managed
monitoring and remediation platform, the Company benefits from a $100,000 breach prevention warranty. Since its
inception, the Company has not had a security breach, and has not incurred any resulting expenses, penalties or
settlements.
49
Form 10-K

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Accounting for Acquisitions of Real Estate Properties
Real estate property acquisitions are accounted for as a business combination or an asset acquisition. An acquisition
accounted for as a business combination is recorded at fair value and related closing costs are expensed as incurred.
An acquisition accounted for as an asset acquisition is recorded at its purchase price, inclusive of acquisition costs,
which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date
of acquisition. The Company expects that substantially all of its acquisitions will be accounted for as asset
acquisitions.
The acquisition date fair values of the tangible and intangible assets and acquired liabilities are estimated based on
information obtained from multiple sources as a result of pre-acquisition due diligence, tax records, and other
sources, including third-party valuations. Based on these estimates, we recognize the acquired assets and liabilities
based on their estimated fair values. We expense transaction costs associated with business combinations in the
period incurred. The fair value of tangible property assets acquired considers the value of the property as if vacant
determined by a combination of comparable sales, replacement cost, income valuation approach and other relevant
data. The determination of fair value involves the use of significant judgment and estimation. We value land based
on various inputs, which may include internal analysis of recently acquired properties, existing comparable
properties within our portfolio, or third party appraisals or valuations based on comparable sales.
In recognizing identified intangible assets and liabilities of an acquired property, the value of above- or below-
market leases is estimated based on the present value (using a discount rate which reflects the risks associated with
the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and
management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the
lease. In the case of a below-market lease, we also evaluate any renewal options associated with that lease to
determine if the intangible should include those periods. The capitalized above-market or below-market lease
intangibles are amortized as a reduction from or an addition to rental income over the estimated remaining term of
the respective leases.
In determining the value of in-place leases and tenant relationships, we consider current market conditions and costs
to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from
vacant to existing occupancy. In estimating carrying costs, we include real estate taxes, insurance, other property
operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute
similar leases, including leasing commissions. The values assigned to in-place leases and tenant relationships are
amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all
unamortized costs related to that lease are written off.
Long-lived Asset Impairments
The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived
assets, including real estate properties, whenever events occur or a change in circumstances indicates that the
carrying value might not be fully recoverable. Indicators of impairment may include significant under-performance
of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or
the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a
significant portion of leases in a property; or significant negative economic trends or negative industry trends for the
Company or its operators. In addition, the Company’s review for possible impairment may include those assets
subject to purchase options and those impacted by casualties, such as tornadoes and hurricanes.
In addition, the Company assesses whether there were other indicators, including property operating performance,
occupancy, changes in holding periods, and other market conditions, that would suggest that the value of the
Company's investment may have been impaired.

If management determines that the carrying value of the Company’s assets may not be fully recoverable based on
the existence of any of the factors above, or others, management would measure and record an impairment charge
based on the estimated fair value of the property or the estimated fair value less costs to sell the property.
63
Form 10-K

Revenue Recognition
The primary source of revenue for the Company is generated through its leasing arrangements with its tenants which
is accounted for under Accounting Standards Codification Topic 842 ("ASC Topic 842"), or through notes with its
borrowers which is covered under ASC 310. The Company's rental income and interest income are recognized based
on contractual arrangements with its tenants and borrowers. From the inception of a lease, if collection of
substantially all of the lease payments is probable for a tenant, then rental income is recognized as earned over the
life of the lease agreement on a straight-line basis. Management's judgment is necessary if or when it determines that
collection of substantially all of a lessee’s payments is not probable, upon which time, the Company will revert to
recognizing such lease payments on a cash basis and will reverse any recorded receivables related to that lease. In
the event that management subsequently determines collection of substantially all of that lease’s receivable is
probable, management will reinstate and record all such receivables for the lease in accordance with the lease.
Allowance for Credit Losses
Credit losses on financial instruments are measured using an expected credit loss ("CECL") model in evaluating the
collectability of notes receivable and other financial instruments. The CECL impairment model requires an estimate
of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future
economic conditions in addition to information about past events and current conditions. Under the CECL model,
the Company estimates credit losses over the entire contractual term of the instrument from the date of initial
recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period.
The Company evaluates factors such as its historical credit loss experience with the borrower or similar financial
assets, current economic conditions, current and expected future financial condition of the borrower, as well as
payment history of the borrower, along with other relevant factors for each borrower or similar instruments. If a sale
of the borrower's collateral, such as the underlying business or real estate, is expected to repay amounts due to the
Company, the Company will also evaluate the value of the underlying collateral in measuring any expected credit
loss which may include, but is not limited to, the borrower's current or projected operating cash flows and financial
performance, the borrower's ability to refinance the loan, market liquidity and/or other circumstances that could
impact the borrower's ability to satisfy its obligations under its notes with the Company.
Use of Estimates in the Consolidated Financial Statements
Preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make
estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying
notes. Actual results may materially differ from those estimates.
64

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Form 10-K

less than the net carrying value of the long-lived asset. In determining these cash flows, the Company estimates market
rents, capitalization rates, and other relevant inputs.
We identified management's assessment of recoverability for certain real estate properties as a critical audit matter. The
determination of the operating cash flows used in recoverability tests requires judgment and estimation of certain
assumptions, including market rents and capitalization rates. Auditing management’s judgments were especially
challenging and required increased auditor effort, including the use of professionals with specialized knowledge and skills
in valuation.
The primary procedures we performed to address this critical audit matter included:
•
Assessing the reasonableness of certain assumptions used by management in their recoverability test by:
◦
Utilizing professionals with specialized knowledge and skills in valuation specific to market rents and
capitalization rates.
◦
Performing independent research by comparing capitalization rates to third party market data.
Current Expected Credit Losses – Estimation of Fair Value of Underlying Collateral of Notes Receivable
As described in Notes 1 and 10 to the consolidated financial statements, the Company estimates credit losses over the
entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a
credit loss expense (or reversal) in each reporting period. The Company evaluates factors such as its historical credit loss
experience with the borrower or similar financial assets, current economic conditions, current and expected future
financial condition of the borrower, as well as payment history of the borrower. If a sale of the borrower's collateral, such
as the underlying business or real estate, is expected to repay amounts due to the Company, the Company will also
evaluate the value of the underlying collateral in measuring any expected credit loss. During 2024, the Company
determined that the collectability of a term loan and revolver loan secured by assets and ownership interests of the tenant/
borrower was not reasonably assured and valued the notes based on its estimated value of the underlying collateral. As a
result, the Company recorded an $11.0 million credit loss reserve related to its notes receivable with the tenant/borrower.
We identified the estimation of the fair value of the underlying collateral of notes receivable as a critical audit matter.
Estimating the fair value of the underlying collateral requires management to obtain certain tenant/borrower data,
including earnings before income taxes, depreciation, and amortization (“EBITDA”), and to make certain valuation
assumptions using such tenant/borrower and industry data. Auditing management’s estimation of fair value, including the
data used, was especially challenging and required increased auditor effort, including the use of professionals with
specialized knowledge and skills in valuation.
The primary procedures we performed to address this critical audit matter included:
•
Utilizing professionals with specialized knowledge and skills in valuation to assess the reasonableness of the fair
value of the underlying collateral of the notes receivable by developing an independent estimate of the fair value
of the underlying collateral.
•
Testing the completeness and accuracy of the tenant/borrower data, including EBITDA, used in the estimation of
the fair value of the underlying collateral.
/s/ BDO USA, P.C.
We have served as the Company's auditor since 2015.
Nashville, Tennessee
February 18, 2025
67
Form 10-K

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