National Healthcare Properties Announces Confidential Submission of Draft Registration Statement

Rhea-AI Summary

National Healthcare Properties (Nasdaq: NHPAP / NHPBP) confidentially submitted a draft Form S-11 to the SEC on January 20, 2026 relating to a proposed public offering and initial listing of its common stock (the "Offering").

The company expects to use net proceeds to repay indebtedness under its revolving credit facility, to fund external growth including potential future property acquisitions, and for other general corporate purposes. The number of shares and price range have not been determined. Closing is subject to market conditions, SEC review completion, Nasdaq approval and customary closing conditions.

Positive

• Net proceeds intended to repay revolving credit facility, reducing leverage risk
• Proceeds may fund external growth through potential future property acquisitions

Negative

• Number of shares and price range not determined, creating offer uncertainty
• Closing is subject to SEC review and Nasdaq approval, so timing is uncertain
• Proposed offering may result in shareholder dilution depending on offering size

News Market Reaction

+0.61%

1 alert

+0.61% News Effect

On the day this news was published, NHPAP gained 0.61%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Reality Check

Price: $19.50 Vol: Volume 1007 is well below...

low vol

$19.50 Last Close

Volume Volume 1007 is well below the 20-day average of 6600, indicating limited pre-news activity. low

Technical Shares at $19.01 trade above the 200-day MA $16.76 and about 2.76% below the $19.55 52-week high, well above the $11.7501 52-week low.

Peers on Argus

NHPAP showed a minor 0.1% move while key healthcare REIT peers like DOC, OHI, VT...

NHPAP showed a minor 0.1% move while key healthcare REIT peers like DOC, OHI, VTR and WELL each posted larger gains between 1.47% and 2.83%. Scanner data did not flag a coordinated sector momentum move.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Board appointment	Positive	-0.3%	Independent director added as audit committee chair to strengthen oversight.
Dec 19	Preferred dividends	Positive	+1.9%	Declared quarterly dividends on Series A and Series B preferred shares.
Dec 11	Credit facility	Positive	-0.4%	Closed new $550M unsecured facility including $400M revolver and $150M term loan.
Nov 18	CFO appointment	Positive	-0.4%	Named new CFO and Treasurer with REIT and capital markets experience.
Nov 5	Earnings update	Positive	+0.3%	Reported Q3 2025 results with FFO/AFFO growth and leverage improvement.

Pattern Detected

Recent news has produced relatively small single-day reactions, with dividend announcements drawing the strongest move while governance and financing updates saw modest or slightly negative responses.

Recent Company History

Over the past few months, National Healthcare Properties reported Q3 2025 results showing improved FFO and AFFO and balance sheet de‑leveraging on Nov 5, 2025, followed by a new $550 million senior unsecured credit facility on Dec 11, 2025. Management changes included appointing a new CFO on Nov 18, 2025 and a new audit committee chair on Jan 12, 2026. Preferred dividends declared on Dec 19, 2025 drew the strongest positive price reaction. Today’s registration statement announcement fits into this broader capital markets and listing preparation trajectory.

Market Pulse Summary

This announcement details a confidential Form S-11 submission for a proposed public offering and ini...

Analysis

This announcement details a confidential Form S-11 submission for a proposed public offering and initial listing of common stock, with proceeds expected to repay revolving credit debt, fund external growth and cover general corporate needs. The filing follows recent steps in financing and governance, including a new unsecured credit facility and board and CFO changes. Investors may watch for eventual disclosure of share count, pricing range, and regulatory or listing milestones as the SEC review progresses.

Key Terms

form s-11, registration statement, u.s. securities and exchange commission, revolving credit facility, +1 more

5 terms

form s-11 regulatory

"submitted a draft registration statement on Form S-11 to the U.S."

Form S-11 is the U.S. Securities and Exchange Commission registration form used when real estate companies and REITs offer stock or other securities to the public. It contains the formal offering document with detailed financial statements, descriptions of properties and business operations, management information and potential risks — like a car’s spec sheet and owner manual combined — giving investors the core facts needed to judge the investment.

registration statement regulatory

"confidentially submitted a draft registration statement on Form S-11"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

u.s. securities and exchange commission regulatory

"Form S-11 to the U.S. Securities and Exchange Commission (“SEC”)"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

revolving credit facility financial

"repay indebtedness outstanding under its revolving credit facility, to fund"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

nasdaq regulatory

"Closing of the Offering is subject to ... receipt of Nasdaq approval"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 20, 2026 (GLOBE NEWSWIRE) -- National Healthcare Properties, Inc. (Nasdaq: NHPAP / NHPBP) (“NHP”) announced today that it has confidentially submitted a draft registration statement on Form S-11 to the U.S. Securities and Exchange Commission (“SEC”) relating to the proposed public offering and initial listing of NHP’s shares of common stock (the “Offering”). NHP currently expects to use the net proceeds from the Offering to repay indebtedness outstanding under its revolving credit facility, to fund external growth with potential future property acquisitions and for other general corporate purposes.

The number of shares of common stock of NHP to be sold and the price range for the proposed offering have not yet been determined. Closing of the Offering is subject to market conditions, completion of the SEC’s review, receipt of Nasdaq approval and other customary conditions.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About National Healthcare Properties, Inc.

National Healthcare Properties, Inc. (Nasdaq: NHPAP / NHPBP) is a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on senior housing and outpatient medical facilities located in the United States.

Forward-Looking Statements

This press release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, NHP’s ability and ultimate decision to complete the Offering; the anticipated terms of the Offering; NHP’s use of proceeds from the Offering; and the realization of any potential advantages, benefits and the impact of, and opportunities created by, the Offering. When NHP uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. NHP’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited, the risks and uncertainties described in the section titled Risk Factors of its most recent Annual Report on Form 10-K for the year ended December 31, 2024 and all other filings with the SEC. Finally, NHP assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Contacts

Investors and Media:
Email: ir@nhpreit.com

FAQ

What did National Healthcare Properties (NHPAP) file on January 20, 2026?

The company confidentially submitted a draft Form S-11 to the SEC for a proposed public offering and initial listing of its common stock.

How will National Healthcare Properties (NHPAP) use proceeds from the proposed offering?

NHP expects to use net proceeds to repay indebtedness under its revolving credit facility, to fund potential property acquisitions, and for other general corporate purposes.

Has National Healthcare Properties (NHPAP) set the number of shares or price range for the offering?

No; the number of shares to be sold and the price range have not yet been determined.

What conditions must be met before the NHPAP offering closes?

Closing is subject to market conditions, completion of the SEC's review, receipt of Nasdaq approval, and other customary closing conditions.

Does this press release constitute an offer to sell NHPAP shares?

No; the release expressly states it does not constitute an offer to sell or solicitation to buy securities in any jurisdiction where unlawful prior to registration.