Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-02-24 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we are and may become a party to various claims and lawsuits arising in the ordinary course of our business asserted against our company and our properties and against our third-party SHOP operators, lessees and borrowers. None of such claims or lawsuits singularly or in aggregate, in our management’s opinion, are or are anticipated to be material to our business, results of operations or financial condition. These claims and lawsuits may include matters involving general or professional liability attributable to our SHOP operators, lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable management agreements, leases or mortgages. However, regardless of the merits of particular claims or lawsuits, we may be forced to expend significant financial resources to defend and resolve these matters. Item 9A · ICFR · Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2025, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based on such evaluation our co-Chief Executive Officers and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective. | ||||||
| 2024-12-31 | 2025-02-24 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of our business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers of our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits. Item 9A · ICFR · Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2024, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based on such evaluation our co-Chief Executive Officers and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective. | ||||||
| 2023-12-31 | 2024-02-15 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of our business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers of our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits. Item 9A · ICFR · Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2023, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based on such evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report our disclosure controls and procedures were effective. | ||||||
| 2022-12-31 | 2023-02-16 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of our business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers of our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits. Item 9A · ICFR · Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2022, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based on such evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report our disclosure controls and procedures were effective. | ||||||
| 2021-12-31 | 2022-02-17 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of our business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers of our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits. Item 9A · ICFR · Based on this assessment, our management concluded that, as of the end of the fiscal year ended December 31, 2021, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based on such evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report our disclosure controls and procedures were effective. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.