NHP files amendment: $100M preferred buyback at $22.50

National Healthcare Properties, Inc. amended its Schedule TO to report preliminary results for issuer offers to repurchase up to $100 million aggregate of its preferred stock.

Rhea-AI Filing Summary

National Healthcare Properties, Inc. amended its Schedule TO to report preliminary results for issuer offers to repurchase up to $100 million aggregate of its preferred stock. The Company offered to buy its 7.375% Series A and 7.125% Series B cumulative perpetual preferred shares at $22.50 per share, each, less withholding and without interest.

The offers expired at 5:00 pm, June 16, 2026, and the Company announced preliminary results on June 17, 2026. Final purchase counts are subject to confirmation by Computershare Inc., the depositary; payment will occur promptly following confirmation.

Insights

Corporate Finance Analyst

TL;DR: Company set a fixed-price repurchase for preferred stock totaling $100M at $22.50 per share.

The Company’s Offers propose repurchasing up to $100 million of its preferred stock at a fixed price of $22.50 per share for both Series A and Series B. This is an issuer-funded tender to reduce outstanding preferred liabilities or adjust capital structure.

Final acceptance quantities are preliminary and depend on the depositary’s confirmation process; payment is scheduled to occur promptly after verification. Timing and actual cash outflow will be determined once Computershare confirms accepted tenders.

Securities & Corporate Law Counsel

TL;DR: The filing amends the Schedule TO to attach a press release with preliminary results and preserves standard withholding and payment language.

The Amendment No. 1 supplements Items 11 and 12 to state that preliminary results were announced on June 17, 2026 and that final results depend on Computershare’s confirmation. The statement reiterates that accepted payments will be reduced by applicable withholding taxes and paid without interest.

Legal mechanics remain standard: the Offer to Purchase, Letter of Transmittal, and Notice of Guaranteed Delivery are incorporated by reference; the press release is filed as Exhibit (a)(5)(ii). Subsequent filings will disclose final acceptance counts and payment timing.

Key Figures

Offer aggregate amount: $100 million Purchase price per share: $22.50 per share Series A dividend rate: 7.375% +3 more

6 metrics

Offer aggregate amount $100 million maximum aggregate purchase price for the Offers

Purchase price per share $22.50 per share price for both Series A and Series B preferred stock

Series A dividend rate 7.375% 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock

Series B dividend rate 7.125% 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock

Offer expiration June 16, 2026 offers expired at 5:00 pm, New York City time

Preliminary results announced June 17, 2026 press release announcing preliminary results

Key Terms

Tender Offer, Depositary (Computershare Inc.), Letter of Transmittal, Notice of Guaranteed Delivery

4 terms

Tender Offer financial

"offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Depositary (Computershare Inc.) regulatory

"The final results will be announced following completion of the confirmation process by Computershare Inc."

Letter of Transmittal financial

"Offer to Purchase, the related Letter of Transmittal, and Notice of Guaranteed Delivery"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Notice of Guaranteed Delivery financial

"Form of Letter of Transmittal (including IRS Form W-9). Notice of Guaranteed Delivery."

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NHP (HLTC) offer in the tender?

NHP offered to repurchase up to $100 million aggregate of its preferred stock. The offer price was $22.50 per share for both Series A and Series B preferred shares, less applicable withholding and without interest.

When did the offers expire and when were preliminary results announced?

Both Offers expired at 5:00 pm, June 16, 2026. The company issued a press release announcing preliminary results on June 17, 2026, and stated final results are subject to depositary confirmation.

Who confirms the final number of shares accepted in the Offers?

Computershare Inc. is the depositary responsible for confirming the number of shares to be purchased. The filing says the company will announce final results after Computershare completes its confirmation process.

How and when will accepted shareholders be paid?

Payment for shares accepted will occur promptly following confirmation by the depositary. Payments will be made in cash, reduced by any applicable withholding taxes, and without interest, per the filing’s stated terms.

Which documents are incorporated into this Amendment No. 1?

The Amendment incorporates the original Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, and related exhibits, and it files the press release dated June 17, 2026 as Exhibit (a)(5)(ii).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:30 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NATIONAL HEALTHCARE PROPERTIES, INC.

(Name of Subject Company (Issuer))

NATIONAL HEALTHCARE PROPERTIES, INC.

(Name of Filing Person (Offeror))

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock

7.125% Series B Cumulative Redeemable Perpetual Preferred Stock

(Titles of Classes of Securities)

42226B204

(CUSIP Number of Series A Cumulative Redeemable Perpetual Preferred Stock)

42226B303

(CUSIP Number of Series B Cumulative Redeemable Perpetual Preferred Stock)

Michael Anderson

Chief Executive Officer and President

Andrew Babin

Chief Financial Officer and Treasurer

National Healthcare Properties, Inc.

540 Madison Avenue, 27th Floor

New York, NY 10022

(332) 258-8770

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

With a copy to:

Joseph A. Herz

Win Rutherfurd

Timothy W. Donovan

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

(212) 801-9200

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐		third-party tender offer subject to Rule 14d-1.
☒		issuer tender offer subject to Rule 13e-4.
☐		going-private transaction subject to Rule 13e-3.
☐		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐		Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2026 (as supplemented or amended from time to time, the “Schedule TO”) by National Healthcare Properties, Inc., a Maryland corporation (the “Company,” “NHP,” “we” or “us”), and relates to the offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million of (i) its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock,  $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series A Offer”), and (ii) its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series B Offer”), each less any applicable withholding taxes and without interest. The Series A Offer and Series B Offer are together referred to as the “Offers,” and each, an “Offer.”

Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, Offer to Purchase, the related Letter of Transmittal, and Notice of Guaranteed Delivery, and all other exhibits to the Schedule TO, remains unchanged and is incorporated into this Amendment No. 1 by reference.

The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO to indicate that, on June 17, 2026, the Company issued a press release announcing the preliminary results of the Offers. Accordingly, Items 11 and 12 of the Schedule TO are hereby amended and supplemented as follows.

ITEM 11. ADDITIONAL INFORMATION

Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following language:

On June 17, 2026, the Company issued a press release announcing the preliminary results of the Offers, which each expired at 5:00 pm, New York City time, on June 16, 2026. The number of shares expected to be purchased in each Offer is preliminary and subject to change and to confirmation by Computershare Inc., the depositary for the Offers. The final results will be announced following completion of the confirmation process. Payment for shares accepted for purchase in each Offer will occur promptly following confirmation, in accordance with applicable law, less any applicable withholding taxes and without interest. A copy of such press release is filed as Exhibit (a)(5)(ii) hereto and is incorporated herein by reference.

ITEM 12. EXHIBITS

(a)(1)(i)*		Offer to Purchase, dated May 18, 2026.
(a)(1)(ii)*		Form of Letter of Transmittal (including IRS Form W-9).
(a)(1)(iii)*		Notice of Guaranteed Delivery.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(i)		Current Report on Form 8-K of National Healthcare Properties, Inc., filed on May 18, 2026 (incorporated by reference to such filing).
(a)(5)(ii)		Press Release dated June 17, 2026.
(b)		Not applicable.
(d)(1)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Table.

*Previously Filed

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	NATIONAL HEALTHCARE PROPERTIES, INC.
Dated: June 17, 2026	By:	/s/ Michael Anderson
		Name: Michael Anderson
		Title: Chief Executive Officer and President