NorthStar Healthcare Income, Inc.

Albany, OR · 30,868 · 50 · 100% · ALF · 4,404 · 8,024

Apple Valley, CA · 116,365 · 128 · 100% · ILF · 21,266 · 19,215

Auburn, CA · 90,494 · 111 · 100% · ILF · 23,832 · 21,708

Austin, TX · 102,885 · 130 · 100% · ILF · 27,026 · 23,903

Bakersfield, CA · 106,640 · 124 · 100% · ILF · 26,340 · 15,169

Bangor, ME · 111,000 · 116 · 100% · ILF · 29,272 · 19,345

Bellingham, WA · 86,615 · 111 · 100% · ILF · 25,369 · 21,481

Clovis, CA · 99,849 · 117 · 100% · ILF · 26,798 · 16,905

Columbia, MO · 105,948 · 118 · 100% · ILF · 20,847 · 20,453

Corpus Christi, TX · 118,671 · 130 · 100% · ILF · 20,382 · 16,760

East Amherst, NY · 100,997 · 116 · 100% · ILF · 24,663 · 16,694

El Cajon, CA · 77,930 · 104 · 100% · ILF · 19,807 · 18,911

El Paso, TX · 95,517 · 119 · 100% · ILF · 18,779 · 11,001

Fairport, NY · 126,927 · 119 · 100% · ILF · 24,362 · 14,887

Fenton, MO · 95,007 · 115 · 100% · ILF · 27,866 · 22,122

Frisco, TX (4) · 228,471 · 202 · 97% · ILF · 45,532 · 26,000

Frisco, TX (4) · 45,130 · 52 · 97% · ALF · 13,794 · —

Grand Junction, CO · 124,174 · 143 · 100% · ILF · 32,871 · 17,558

Grand Junction, CO · 79,778 · 102 · 100% · ILF · 16,553 · 8,996

Grapevine, TX · 97,796 · 116 · 100% · ILF · 12,328 · 20,124

Groton, CT · 119,474 · 163 · 100% · ILF · 20,492 · 15,855

Guilford, CT · 142,136 · 129 · 100% · ILF · 15,377 · 21,893

Joliet, IL · 117,357 · 113 · 100% · ILF · 21,681 · 13,436

Kennewick, WA · 105,268 · 119 · 100% · ILF · 23,525 · 6,917

Las Cruces, NM · 113,874 · 129 · 100% · ILF · 21,421 · 10,079

Lee’s Summit, MO · 122,917 · 126 · 100% · ILF · 25,613 · 24,496

Lodi, CA · 96,251 · 117 · 100% · ILF · 26,555 · 18,120

Milford, OH · 145,896 · 124 · 97% · ILF · 20,900 · 18,014

Milford, OH · 19,500 · 40 · 97% · MCF · 6,485 · —

Normandy Park, WA · 98,206 · 109 · 100% · ILF · 17,041 · 14,623

Palatine, IL · 161,700 · 135 · 100% · ILF · 18,629 · 18,119

Plano, TX · 106,868 · 115 · 100% · ILF · 12,960 · 14,497

Port Townsend, WA · 106,585 · 120 · 100% · ALF · 24,784 · 15,341

Renton, WA · 88,162 · 112 · 100% · ILF · 27,114 · 17,160

Roseburg, OR · 44,750 · 63 · 100% · ALF · 13,666 · 11,351

Sandy, OR · 72,619 · 84 · 100% · ALF · 20,012 · 12,946

Sandy, UT · 103,449 · 115 · 100% · ILF · 18,320 · 14,233

Santa Barbara, CA · 27,217 · 40 · 100% · MCF · 15,738 · —

Santa Rosa, CA · 120,553 · 116 · 100% · ILF · 35,128 · 25,178

Sun City West, AZ · 200,553 · 196 · 100% · ILF · 29,561 · 23,134

Tacoma, WA · 149,856 · 156 · 100% · ILF · 45,716 · 27,075

Wenatchee, WA · 128,905 · 136 · 100% · ALF · 33,313 · 17,670

Subtotal · 4,433,158 · 4,880 · 956,122 · 679,393

Held for Sale

Greece, NY · 51,978 · 87 · 97% · ALF · 5,657 · —

Bohemia, NY · 73,000 · 128 · 100% · ALF · 14,769 · 21,099

Hauppauge, NY · 84,000 · 119 · 100% · ALF · 14,218 · 12,801

Islandia, NY · 192,000 · 216 · 100% · ALF · 22,907 · 31,456

Jericho, NY · 55,000 · 103 · 100% · ALF · 16,297 · 13,937

Properties in Receivership(5) · 945,986 · 1,014 · 97% · ILF/ALF · — · 99,786

Total · 5,835,122 · 6,547 · 1,029,970 · 858,472

_________________________________________________

(1)Represents rooms for ALFs, ILFs and MCFs.

(2)Classification based on predominant services provided, but may include other services.

(3)Gross real estate carrying value is net of impairment, before accumulated depreciation, as presented in our consolidated financial statements as of December 31, 2024 and excludes purchase price allocations related to net intangibles and other assets and liabilities. Refer to “Note 3, Operating Real Estate” of Part II, Item 8. “Financial Statements and Supplementary Data.” For assets held for sale, gross carrying value represents net realizable value as presented in our financial statements as of December 31, 2024.

(4)Both properties located in Frisco, Texas serve as collateral for a $26.0 million mortgage note payable.

(5)Represents the Rochester Sub-Portfolio.

As of December 31, 2024, none of our properties had a carrying value equal to or greater than 10% of our total assets.

• Northwest HC Oak Park (OR) Operator NT-HCI, LLC Delaware³
• Northwest HC Oak Park (OR) Owner NT-HCI, LLC Delaware³
• Northwest HC Owner NT-HCI, LLC Delaware³
• Northwest HC Seaport Landing (WA) Operator NT-HCI, LLC Delaware³
• Northwest HC Seaport Landing (WA) Owner NT-HCI, LLC Delaware³
• Oak Cottage NT-HCI, LLC Delaware³
• Oak Cottage Operator NT-HCI, LLC Delaware³
• Oak Cottage Owner JV, LLC Delaware³
• Rochester Chili Park Owner, LLC Delaware³
• Rochester Clover Blossom Owner, LLC Delaware³
• Rochester Cranberry Landing Operator, LLC Delaware³
• Rochester Cranberry Landing Owner, LLC Delaware³
• Rochester Erie Station Owner, LLC Delaware³
• Rochester Fairways II Owner, LLC Delaware³
• Rochester Fairways Owner, LLC Delaware³
• Rochester Grande'Vie - Villagewood Operator, LLC Delaware³
• Rochester Grande'Vie - Villagewood Owner, LLC Delaware³
• Rochester Maiden Park Operator, LLC Delaware³
• Rochester Maiden Park Owner, LLC Delaware³
• Rochester Operations Investor NT-HCI, LLC Delaware³
• Rochester Owner Holdings, LLC Delaware³
• Rochester Owner Investor NT-HCI, LLC Delaware³
• Rochester Park Crescent Owner, LLC Delaware³
• Rochester Parklands Owner, LLC Delaware³
• Rochester Willow Pond AP, LLC Delaware³
• Rochester Willow Pond Owner, LLC Delaware³
• Solstice HCI Holdings, LLC Delaware³
• TRS NT-HCI, LLC Delaware³
• Trilogy Holdings NT-HCI, LLC Delaware³
• Watermark Albemarle Owner, LLC Delaware³
• Watermark Albemarle, LLC Delaware³
• Watermark Aqua Operator, LLC Delaware³
• Watermark Aqua Owner, LLC Delaware³
• Watermark Bellevue AP Owner, LLC Delaware³
• Watermark Boca Ciega Bay Owner, LLC Delaware³
• Watermark Boca Ciega Bay, LLC Delaware³
• Watermark Bronson Place AP Owner, LLC Delaware³
• Watermark Crystal Lake AP Owner, LLC Delaware³
• Watermark Crystal Lake Owner, LLC Delaware³
• Watermark Crystal Lake, LLC Delaware³
• Watermark Fountains Operator, LLC Delaware³
• Watermark Fountains Owner, LLC Delaware³
• Watermark Franklin Owner, LLC Delaware³
• Watermark Franklin, LLC Delaware³
• Watermark Greenbriar Owner, LLC Delaware³
• Watermark Greenbriar, LLC Delaware³
• Watermark Harvard Square AL, LLC Delaware³
• Watermark Harvard Square AP, LLC Delaware³
• Watermark Harvard Square Owner, LLC Delaware³
• Watermark Harvard Square, LLC Delaware³
• Watermark La Cholla Owner, LLC Delaware³
• Watermark La Cholla, LLC Delaware³
• Watermark La Jolla, LLC Delaware³
• Watermark Millbrook AP Owner, LLC Delaware³
• Watermark Millbrook Owner, LLC Delaware³
• Watermark Millbrook, LLC Delaware³
• Watermark Parkview AL, LLC Delaware³
• Watermark Parkview AP, LLC Delaware³
• Watermark Parkview Owner, LLC Delaware³
• Watermark Parkview, LLC Delaware³
• Watermark Pinebrook AP, LLC Delaware³
• Watermark Pinebrook MC, LLC Delaware³
• Watermark Pinebrook Owner, LLC Delaware³
• Watermark Pinebrook, LLC Delaware³
• Watermark RiverVue Owner, LLC Delaware³
• Watermark RiverVue, LLC Delaware³
• Watermark Washington House Owner, LLC Delaware³
• Watermark Washington House, LLC Delaware³
• Westbury NT-HCI, LLC Delaware³
• Winterfell Atrium Of Grand Valley (CO) Owner, LLC Delaware³
• Winterfell Auburn Oaks (CA) Owner, LP Delaware³
• Winterfell Boone (MO) Owner, LLC Delaware³
• Winterfell Carlyle (MO) Owner, LLC Delaware³
• Winterfell Carriage House (CA) Owner, LP Delaware³
• Winterfell Charbonneau (WA) Owner, LLC Delaware³
• Winterfell Cottonwood (TX) Owner, LLC Delaware³
• Winterfell Englewood (TX) Owner, LLC Delaware³
• Winterfell Essington Place (IL) Owner, LLC Delaware³
• Winterfell Evergreen (WA) Owner, LLC Delaware³
• Winterfell Fernwood (WA) Owner, LLC Delaware³
• Winterfell GP (CA) Owner, LLC Delaware³
• Winterfell Gables (CT) Owner, LLC Delaware³
• Winterfell Golden Mesa (NM) Owner, LLC Delaware³
• Winterfell Harbor (TX) Owner, LLC Delaware³
• Winterfell Healthcare Holdings - NT-HCI, LLC Delaware³
• Winterfell Healthcare Manager Holdings, LLC Delaware³
• Winterfell Healthcare Manager, LLC Delaware³
• Winterfell Healthcare NT-HCI CAM2, LLC Delaware³
• Winterfell Healthcare Owner, LLC Delaware³
• Winterfell Lakeview (MO) Owner, LLC Delaware³
• Winterfell Madison (AZ) Owner, LLC Delaware³
• Winterfell Maplewood (NY) Owner, LLC Delaware³
• Winterfell Mesa View (CO) Owner, LLC Delaware³
• Winterfell Montgomery Park (NY) Owner, LLC Delaware³
• Winterfell Parkway Chateau (WA) Owner, LLC Delaware³
• Winterfell Point Defiance Village (WA) Owner, LLC Delaware³
• Winterfell Rio Norte (TX) Owner, LLC Delaware³
• Winterfell Rock Spring (CA) Owner, LP Delaware³
• Winterfell South Colleyvine Ranch (TX) Owner, LLC Delaware³
• Winterfell South Towne Ranch (UT) Owner, LLC Delaware³
• Winterfell Springs of El Cajon (CA) Owner, LP Delaware³
• Winterfell Sunbury Village (ME) Owner, LLC Delaware³
• Winterfell Tamarack (IL) Owner, LLC Delaware³
• Winterfell Vineyard Commons (CA) Owner, LP Delaware³
• Winterfell Vintage (CA) Owner, LP Delaware³
• Winterfell Windham Falls (CT) Owner, LLC Delaware³
• Winterfell Yosemite Gardens (CA) Owner, LP Delaware³

• Our strategy depends upon identifying and executing on disposition opportunities that achieve a desired return.
• We may be forced to dispose of assets at suboptimal times due to debt maturities.
• We may not be able to sell our properties quickly in response to changes in economic and other conditions, which may result in losses to us.
• Our joint venture partners could take actions that decrease the value of an investment to us and lower our overall return.
• Failure to comply with certain healthcare laws and regulations could adversely affect our operations.
• Changes in the U.S. political and regulatory environment could affect availability of government funding, which could negatively impact our business.
• Significant legal actions or regulatory proceedings could subject us to increased operating costs and substantial uninsured liabilities, which could materially adversely affect our liquidity, financial condition and results of operations.
• Insurance may not cover all potential losses on commercial real estate investments, which may impair the value of our assets.
• Our investments are subject to the risks typically associated with real estate.
• Risks Related to Our Capital Structure
• We may not be able to generate sufficient cash flow to meet all of our existing or potential future debt service obligations.
• We require capital in order to operate our business, and the failure to obtain such capital would have a material adverse effect on our business, financial condition and results of operations.
• We are exposed to increases in interest rates, which could reduce our cash flows and adversely impact our ability to refinance existing debt or sell assets.
• We use significant leverage in connection with our investments, which increases the risk of loss associated with our investments and restricts our ability to engage in certain activities.
• We may be adversely affected by our concentration of borrowings with Fannie Mae.
• If we are required to make payments under any “bad boy” carve-out guaranties that we provide in connection with certain mortgages and related loans, we could be materially and adversely affected.
• Our distribution policy is subject to change. We may not be able to make distributions in the future.
• If we pay distributions from sources other than our cash flow provided by operations, we will have less cash available for investments and your overall return may be reduced.
• Stockholders are not currently able to sell any of their shares of our common stock back to us pursuant to our Share Repurchase Program, and if they do sell their shares on any limited market that may develop, they may not receive the price they paid upon subscription.
• Our Board determined an estimated value per share of $2.96 for our common stock as of June 30, 2024, which may not reflect the current value of shares of our common stock.
• No public trading market for our shares currently exists, and as a result, it will be difficult for stockholders to sell their shares and, if stockholders are able to sell their shares, stockholders will likely sell them at a substantial discount to the price paid for those shares.
• If we do not successfully implement a liquidity transaction, such as the Merger, stockholders may have to hold their investments for an indefinite period.
• Risks Related to Our Company and Corporate Structure
• As a self-managed REIT without the resources of our Former Sponsor, we may encounter unforeseen costs and difficulties.
• Our ability to operate our business successfully would be harmed if key personnel terminate their employment with us.
• We are subject to substantial litigation risks and may face significant liabilities as a result of litigation allegations and negative publicity.
• Our rights and the rights of stockholders to recover claims against our independent directors are limited, which could reduce stockholders’ and our recovery against them if they negligently cause us to incur losses.
• We are subject to substantial regulation, numerous contractual obligations and extensive internal policies and failure to comply with these matters could have a material adverse effect on our business, financial condition and results of operations.
• We are highly dependent on information systems and systems failures could significantly disrupt our business.
• Failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt our business and harm our results of operations.
• We provide stockholders with information using funds from operations, or FFO, Modified Funds from Operations, or MFFO, and Net Operating Income, or NOI, which are not in accordance with accounting principles generally accepted in the United States, or non-GAAP, financial measures that may not be meaningful for comparing the performances of different REITs and that have certain other limitations.
• We have broad authority to use leverage and high levels of leverage could hinder our ability to make distributions and decrease the value of stockholders’ investment.
• Our ability to make distributions is limited by the requirements of Maryland law and of the terms of the Merger Agreement.
• Stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks they face as stockholders.
• Stockholders’ interests in us will be diluted if we issue additional shares, which could reduce the overall value of stockholders’ investment.
• Our charter permits our Board to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to stockholders.
• Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.
• Our charter includes a provision that may discourage a person from launching a mini-tender offer for our shares.
• Risks Related to Regulatory Matters and Our REIT Tax Status
• Maintenance of our Investment Company Act exemption imposes limits on our operations.
• Our failure to continue to qualify as a real estate investment trust, or REIT, would subject us to federal income tax.
• Complying with REIT requirements may force us to borrow funds to make distributions to stockholders or otherwise depend on external sources of capital to fund such distributions.
• Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow.
• Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
• The formation of any TRS lessees may increase our overall tax liability and transactions between us and any TRS lessee must be conducted on arm’s-length terms to not be subject to a 100% penalty tax on certain items of income or deduction.
• Our ability to lease certain of our seniors housing facilities to our TRS lessee will be limited by the ability of those seniors housing facilities to qualify as “qualified health care properties.”
• The ability of our TRSs to manage certain of our independent living facilities is dependent on such facilities not constituting “health care facilities.”
• If our TRS lessee failed to qualify as a TRS or the facility managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT and would be subject to higher taxes.
• Our qualification as a REIT could be jeopardized as a result of our interests in joint ventures.
• Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price paid to stockholders.
• Legislative or regulatory tax changes could adversely affect us or stockholders.
• If stockholders fail to meet the fiduciary and other standards under ERISA or the Code as a result of an investment in our stock, stockholders could be subject to criminal and civil penalties.