National Healthcare Properties SEC Filings

National Healthcare Properties, Inc. closed a registered underwritten public offering of 38,500,000 shares of Class A common stock, followed by the underwriters’ exercise of an option for 5,775,000 additional shares to cover overallotments. The option shares closing completed on April 28, 2026.

In connection with the offering, the company entered into an Amended and Restated Agreement of Limited Partnership for its operating partnership. This reset the OP Unit exchange factor to 1.0, eliminated Class B Units, removed a crystallized special interest, and created new LTIP Unit classes.

The board also approved listing-related equity awards under the 2025 Omnibus Incentive Compensation Plan. Employees, including named executive officers, received an aggregate 995,994 shares and LTIP Units vesting in 25% annual increments from April 30, 2027. The CEO, CFO and CAO were granted 348,665, 149,428 and 25,000 LTIP Units, respectively, and each director was authorized 12,500 restricted shares and/or LTIP Units.

National Healthcare Properties, Inc. Schedule 13G reports that Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each disclose shared voting and dispositive power over 1,912,863 shares of Class A Common Stock, representing 4.3% of the class. The cover notes the reporting persons briefly exceeded a 5% threshold on 04/22/2026 and ceased to be beneficial owners above 5% by the filing date.

The filing lists issuer headquarters at 540 Madison Avenue, New York, and includes a Joint Filing Agreement dated April 28, 2026. Signatures are provided by Gil Raviv and Israel A. Englander.

National Healthcare Properties, Inc. Schedule 13G reports that Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each disclose shared voting and dispositive power over 1,912,863 shares of Class A Common Stock, representing 4.3% of the class. The cover notes the reporting persons briefly exceeded a 5% threshold on 04/22/2026 and ceased to be beneficial owners above 5% by the filing date.

The filing lists issuer headquarters at 540 Madison Avenue, New York, and includes a Joint Filing Agreement dated April 28, 2026. Signatures are provided by Gil Raviv and Israel A. Englander.

National Healthcare Properties, Inc. entered into an Underwriting Agreement and closed a registered underwritten public offering of 38,500,000 shares of its Class A common stock under an effective Form S-11 registration statement. On April 24, 2026, the underwriters exercised their option to purchase an additional 5,775,000 shares to cover overallotments, with that closing expected on April 28, 2026. The agreement with Wells Fargo Securities, Morgan Stanley, BMO Capital Markets and other underwriters includes customary representations, covenants, indemnification and termination provisions.

National Healthcare Properties, Inc. entered into an Underwriting Agreement and closed a registered underwritten public offering of 38,500,000 shares of its Class A common stock under an effective Form S-11 registration statement. On April 24, 2026, the underwriters exercised their option to purchase an additional 5,775,000 shares to cover overallotments, with that closing expected on April 28, 2026. The agreement with Wells Fargo Securities, Morgan Stanley, BMO Capital Markets and other underwriters includes customary representations, covenants, indemnification and termination provisions.

National Healthcare Properties, Inc. is conducting a primary offering of 38,500,000 shares of Class A common stock at an initial public offering price of $12.00 per share, with a 30-day overallotment option for 5,775,000 additional shares. The offering will be delivered on or about April 23, 2026. Net proceeds are estimated at approximately $430.3 million (or ~$495.4 million if the underwriters exercise the overallotment), which the company expects to contribute to its operating partnership to repay indebtedness (including ~$186.0 million under the Revolving Facility) and to fund property acquisitions and general corporate purposes.

The company is a self-managed REIT focused on senior housing operating properties (SHOP) and outpatient medical facilities (OMF). As of December 31, 2025, the portfolio included 37 SHOP communities (3,615 units) and 130 OMFs (~3.7 million sq. ft.). The Class A shares will convert automatically into common shares 180 days after the prospectus date.

National Healthcare Properties, Inc. authorized up to 100,000,000 shares of Class A common stock, $0.01 par value, in connection with a proposed public offering. The Class A shares carry the same terms as existing common stock but will automatically convert into common stock on a one-for-one basis 180 days after the pricing of the offering, if completed.

Management also provided preliminary same-store operating metrics for the quarter ended March 31, 2026. In the senior housing operating properties segment, average occupancy was about 83.8%, compared with 84.6% in the prior quarter and 81.0% a year earlier. Revenue per occupied room is expected between $6,275 and $6,325, versus $6,107 and $6,071 in the prior periods, with Cash NOI Margin between 21.0% and 22.0%, versus 20.8% and 19.4%. In the outpatient medical facility segment, ending occupancy was approximately 94.0%, matching December 31, 2025 and slightly above 93.5% a year earlier. Cash NOI Margin is presented as a non-GAAP measure based on cash net operating income divided by tenant or resident revenue excluding certain non-cash lease items.

National Healthcare Properties, Inc. is registering 38,500,000 shares of Class A common stock in an underwritten offering with an initial public offering price range of $13.00 to $16.00 per share. The prospectus states the Company has applied to list the Class A common stock on Nasdaq under the symbol "NHP" and that each Class A share will automatically convert into one share of common stock 180 days after the prospectus date. The prospectus estimates net proceeds of approximately $520.8 million at the $14.50 midpoint and notes an intended application of proceeds to repay indebtedness under the Revolving Facility and to fund SHOP acquisitions and general corporate purposes. The offering is to commence "as soon as practicable after this Registration Statement becomes effective."

National Healthcare Properties, Inc. files a preliminary Form S-11 prospectus to register shares of Class A common stock for an initial public offering with Nasdaq listing under the symbol NHP. The prospectus describes a portfolio concentrated in senior housing (37 SHOP properties, 3,615 units) and outpatient medical facilities (130 OMFs, ~3.7 million sq.ft.) and a Class A → common automatic conversion 180 days after this prospectus date.

The filing highlights a SHOP growth strategy driven by demographic tailwinds, recent asset-level performance gains (Q4 2025 SHOP average occupancy 84.5% and SHOP Cash NOI growth), an ongoing SHOP acquisition pipeline and planned use of offering proceeds to repay indebtedness and fund external growth. Financial snapshots show a 2025 net loss attributable to common stockholders of $71.1 million and reported Cash NOI and Same Store Cash NOI metrics used as key operating measures.

National Healthcare Properties, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on May 15, 2026 at 12:00 p.m. Eastern Time. Proposals include electing six directors, ratifying PricewaterhouseCoopers LLP as auditor, and approving advisory votes on executive pay and the frequency of that vote.

The company, a healthcare-focused REIT, reports it had 28,412,183 common shares outstanding as of February 26, 2026. Governance changes include declassifying the board so all directors stand for annual elections and adopting stock ownership guidelines for executives and non-employee directors.

Executive pay is built around base salary, an annual incentive plan tied to leverage and same-store cash NOI growth, and long-term equity awards. In 2025, CEO Michael Anderson earned $6.49 million, including $800,000 salary, a $1.89 million cash bonus, and $3.8 million in stock awards.

National Healthcare Properties, Inc. reported a 2025 net loss attributable to common stockholders of $71.1 million, or $2.51 per share, but cash-flow metrics improved sharply. Nareit FFO was $0.64 per diluted share and Normalized FFO rose to $0.83 per diluted share, both more than doubling year-over-year.

Same Store Cash NOI grew 9.0% for 2025, including 21.8% growth in senior housing and 2.9% in outpatient medical facilities. The company sold $202.5 million of non-core assets and lowered Net Leverage to 9.2x from 10.3x, supported by new $550 million unsecured credit facilities maturing in December 2028.

In Q4 2025, the company recorded a net loss of $0.92 per share, with Normalized FFO of $0.20 per diluted share and 9.8% Same Store Cash NOI growth. The board paid dividends on its Series A and B preferred stock and repurchased $8.6 million of preferred shares at a discount, modestly reducing leverage.