Strategic Student & Senior Housing Trust, Inc.

Property · Date Acquired · Year Built · City, State · AverageMonthlyRevenue/ Unit(1) · # ofUnits · Occupancy%(2)

Wellington · February 23, 2018 · 1999 · Millcreek, Utah · 5,561 · 119 · 99.1

Cottonwood Creek · February 23, 2018 · 1982 · Millcreek, Utah · 4,456 · 112 · 96.1

Charleston · February 23, 2018 · 2005 · Cedar Hills, Utah · 5,470 · 64 · 95.3

Courtyard · August 31, 2018 · 1992-2019 · Portland, Oregon · 5,907 · 309 · 94.5

Total · 5,523 · 604 · 95.8

Calculated based on our revenue earned during the year ended December 31, 2025 divided by average occupied units over the same period.

Represents occupied units divided by total rentable units as of December 31, 2025.

• The failure of third parties to properly manage and operate our properties may result in a decrease in occupancy rates, rental rates or both, which could adversely impact our results of operations.
• Our management agreements are subject to the risk of termination and non-renewal.
• A failure in, or breach of, our operational or security systems or infrastructure, or those of our third party vendors and other service providers or other third parties, including as a result of cyber attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.
• We may become subject to greater liability due to changing regulations and laws regarding cybersecurity, which could materially adversely effect our business, operations, results of operations and profitability.
• Risks Related to Conflicts of Interest
• Our Advisor, affiliated Property Manager and their officers and certain of our key personnel will face competing demands relating to their time, and this may cause our operating results to suffer.
• Our officers and one of our directors face conflicts of interest related to the positions they hold with affiliated entities, which could hinder our ability to successfully implement our investment objectives and to generate returns to our stockholders.
• Our Advisor may face conflicts of interest relating to the purchase of properties and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
• We may face a conflict of interest if we purchase properties from, or sell properties to, affiliates of our Advisor.
• Our Advisor will face conflicts of interest relating to the incentive distribution structure under our Operating Partnership Agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.
• If the Advisory Agreement with our Advisor is terminated on or before July 10, 2029 for any reason other than because of the fraud, gross negligence or willful misconduct of our Advisor, we will be required to pay any applicable contingent acquisition fees.
• Our Advisor will face conflicts of interest relating to joint ventures that we may form with affiliates of our Advisor, which conflicts could result in a disproportionate benefit to other joint venture partners at our expense.
• There is no separate counsel for us and our affiliates, which could result in conflicts of interest.
• Risks Related to Our Corporate Structure
• The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
• Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
• If we internalize our management functions, we could incur significant costs associated with being self-managed.
• We will not be afforded the protection of Maryland law relating to business combinations.
• Our stockholders’ investment returns may be reduced if we are required to register as an investment company under the Investment Company Act of 1940. If we lose our exemption from registration under the 1940 Act, we will not be able to continue our business.
• Our stockholders are bound by the majority vote on matters on which our stockholders are entitled to vote and, therefore, your vote on a particular matter may be superseded by the vote of other stockholders.
• Our stockholders have limited control over changes in our policies and operations and may not be able to change such policies and operations, except as provided for in our charter and under applicable law.
• Our rights and the rights of our stockholders to recover claims against our officers, directors and our Advisor are limited, which could reduce our stockholders’ and our recovery against them if they cause us to incur losses.
• Our board of directors may change any of our investment objectives without our stockholders’ consent, including our primary focus on income-producing senior housing properties.
• Payment of fees to our Advisor and its affiliates will reduce cash available for distribution. There are a number of such fees that have accrued and may have to be paid and certain fees may be added or the amounts increased without stockholder approval.
• We are uncertain of our sources of debt or equity for funding our future capital needs. If we cannot obtain funding on acceptable terms, our ability to make necessary capital improvements to our properties, pay other expenses or expand our business may be impaired or delayed.
• Our Advisor may receive economic benefits from its status as a special limited partner without bearing any of the investment risk.
• Risks Related to Our Investment Objectives and Target Industries
• Because we are focused on only one industry, our rental revenues will be significantly influenced by demand in such industry, and a decrease in any such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
• We face significant competition in each market in which we invest, which may increase the cost of acquisitions or developments or impede our ability to retain residents or re-let space when existing residents vacate.
• We may face integration challenges and incur costs if we acquire additional properties.
• Delays in development and lease-up of our properties would reduce our profitability.
• Our operating results may be affected by regulatory changes that have an adverse impact on our specific properties, which may adversely affect our results of operations and returns to our stockholders.
• Widespread communicable illnesses, such as influenza, or other such epidemics, such as the COVID-19 outbreak, could adversely affect the occupancy of our senior housing properties and could increase the costs of operation of such facilities.
• If our third party senior housing operator was to experience a negative event related to their business or reputation, we may be negatively impacted.
• Risks Related to the Senior Housing Industry
• Our senior housing properties and their operations will be subject to extensive regulations.
• Our senior housing results of operations would be adversely affected by a property closure, lockdown, or other similar circumstance, the occurrence of which may be beyond our control.
• The trend for senior citizens to delay moving to senior living residences until they reach an older age or require greater care may increase operating costs, reduce occupancy, and increase resident turnover rate at our senior living communities.
• Termination of assisted living resident agreements and resident attrition could adversely affect our revenues and earnings at our leased and managed senior living communities.
• Provisions of the ACA could adversely affect us or the third party operators and lessees of our properties.
• Our failure or the failure of the third party operators and lessees of our properties to comply with laws relating to the operation of the leased and managed communities we acquire may have a material adverse effect on the profitability of the senior housing communities we acquire, the values of our properties, and the ability of our lessees to pay us rent.
• We are dependent on the ability of our third party operator to successfully manage and operate our senior housing properties.
• The lease of our properties to a TRS is subject to special requirements.
• Significant legal actions and liability claims against us in excess of insurance limits could subject us to increased operating costs and substantial uninsured liabilities, which may adversely affect our financial condition and results of operations.
• Some third party operators or lessees of our properties may be faced with significant potential litigation and rising insurance costs that not only affect their ability to obtain and maintain adequate liability and other insurance, but also may affect their ability to fulfill insurance, indemnification, and other obligations to us under management agreements and leases, including rental payments and minimum and other return payments.
• Our returns from our managed properties depend on the ability of our third party operator to continue to maintain or improve occupancy levels.
• General Risks Related to Investments in Real Estate
• The growth portion of our acquisition strategy involves a higher risk of loss than more conservative investment strategies.
• There are inherent risks with real estate investments.
• We may suffer reduced or delayed revenues for, or have difficulty selling, properties with vacancies.
• If we enter into non-compete agreements with the sellers of the properties that we acquire, and the terms of those agreements expire, then the sellers may compete with us within the general location of one of our properties, which could have an adverse effect on our operating results and returns to our stockholders.
• We may obtain only limited warranties when we purchase a property.
• Our inability to sell a property when we desire to do so could adversely impact our ability to pay cash distributions to our stockholders.
• We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such properties, which may lead to a decrease in the value of our assets.
• We may acquire or finance properties with lock-out provisions or prepayment fees, which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.
• Rising expenses could reduce cash flow and funds available for future acquisitions.
• If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, we could lose invested capital and anticipated profits.
• Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for distribution.
• We may incur significant costs associated with complying with the Americans with Disabilities Act and similar laws.
• Class action, tenants’ rights, and consumer rights litigation may result in increased expenses and harm our results.
• If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows.
• Risks Associated with Debt Financing
• We have broad authority to incur debt, and high debt levels could hinder our ability to pay distributions and could decrease the value of our stockholders’ investments.
• We have incurred and intend to continue to incur mortgage indebtedness and other borrowings, which may increase our business risks.
• We intend to incur indebtedness secured by our properties, which may result in foreclosure.
• If we or the other parties to our loans breach covenants thereunder, such loan or loans could be deemed in default, which could accelerate our repayment dates and materially adversely affect the value of our stockholders investments in us.
• Our obligation to make balloon payments could increase the risk of default.
• Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.