Principal Global Investors, Principal Real Estate Investors LLC and Principal Funds, Inc. jointly report beneficial ownership of 5,088,743 shares of Class A common stock of National Healthcare Properties, Inc., representing 11.5% of the class as of 05/31/2026.
The filing shows shared voting and dispositive power held across the filers: Principal Real Estate Investors LLC holds 4,981,351 shares (11.3%) and Principal Funds, Inc. holds 2,776,639 shares (6.3%). The statement is signed and dated 06/01/2026.
Positive
None.
Negative
None.
Insights
Large passive holder group reports an 11.5% stake in NHP.
The filing documents a joint Schedule 13G that aggregates beneficial ownership at 11.5% as of 05/31/2026. The position is held via related Principal entities with shared voting and dispositive power rather than sole control.
The near-term implications depend on whether these holdings are passive; future filings (Schedule 13D or amendments) would indicate active involvement. Subsequent SEC filings may clarify voting intentions or changes in ownership.
Key Figures
Filing type:Schedule 13GAggregate shares beneficially owned:5,088,743 sharesAggregate percent of class:11.5%+3 more
Aggregate shares beneficially owned5,088,743 sharesas of <date>05/31/2026</date>
Aggregate percent of class11.5%as of <date>05/31/2026</date>
Principal Real Estate Investors LLC holding4,981,351 shares11.3% as of <date>05/31/2026</date>
Principal Funds, Inc. holding2,776,639 shares6.3% as of <date>05/31/2026</date>
Signatures date06/01/2026filing execution date
Key Terms
Schedule 13G, beneficially owned, dispositive power, shared voting power
4 terms
Schedule 13Gregulatory
"jointly report beneficial ownership on Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: 5,088,743"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive powerregulatory
"Shared Dispositive Power 4,981,351"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
shared voting powerregulatory
"Shared Voting Power 4,981,351"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
What stake does Principal hold in National Healthcare Properties (NHP)?
Principal entities report beneficial ownership of 5,088,743 shares, equal to 11.5% of NHP's Class A common stock as of 05/31/2026. The filing aggregates holdings across three related Principal entities.
Which Principal entity holds the largest share of NHP?
The filing shows Principal Real Estate Investors LLC holds 4,981,351 shares, representing 11.3% of the class as of 05/31/2026. This is the largest single entity position disclosed.
Does the filing show voting or dispositive control for Principal?
Yes. The filers disclose shared voting power and shared dispositive power across the Principal entities for the reported shares; no sole voting or sole dispositive power is reported in the statement.
Is this a Schedule 13G or 13D filing for NHP?
This submission is a Schedule 13G, which typically reports passive beneficial ownership. The filing lists aggregated holdings of 5,088,743 shares as of 05/31/2026 and is signed 06/01/2026.
Does the filing say who receives dividends or sale proceeds?
The statement notes that holdings are reported on behalf of investment vehicles and identifies the Principal Real Estate Securities Fund owning 2,776,639 shares (6.3%) as of 05/31/2026; it does not assign dividend or proceeds rights beyond those disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
National Healthcare Properties, Inc.
(Name of Issuer)
Class A common stock, $0.01 par value per share
(Title of Class of Securities)
42226B501
(CUSIP Number)
05/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
42226B501
1
Names of Reporting Persons
PRINCIPAL GLOBAL INVESTORS
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
107,392.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
107,392.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
107,392.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
42226B501
1
Names of Reporting Persons
PRINCIPAL REAL ESTATE INVESTORS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,981,351.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,981,351.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,981,351.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.3 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
42226B501
1
Names of Reporting Persons
PRINCIPAL FUNDS, INC.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,776,639.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,776,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,776,639.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
National Healthcare Properties, Inc.
(b)
Address of issuer's principal executive offices:
540 MADISON AVE, 27TH FLOOR, NEW YORK, NEW YORK
10022
Item 2.
(a)
Name of person filing:
PRINCIPAL GLOBAL INVESTORS
PRINCIPAL REAL ESTATE INVESTORS LLC
PRINCIPAL FUNDS, INC.
(b)
Address or principal business office or, if none, residence:
PRINCIPAL GLOBAL INVESTORS
711 HIGH STREET
DES MOINES, Iowa
50392-0300
PRINCIPAL REAL ESTATE INVESTORS LLC
711 HIGH STREET
DES MOINES, Iowa
50392-0300
PRINCIPAL FUNDS, INC.
711 HIGH STREET
DES MOINES, Iowa
50392-0300
(c)
Citizenship:
PRINCIPAL GLOBAL INVESTORS - DELAWARE
PRINCIPAL REAL ESTATE INVESTORS LLC - DELAWARE
PRINCIPAL FUNDS, INC. - MARYLAND
(d)
Title of class of securities:
Class A common stock, $0.01 par value per share
(e)
CUSIP Number(s):
42226B501
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,088,743
(b)
Percent of class:
11.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
PRINCIPAL GLOBAL INVESTORS - 0
PRINCIPAL REAL ESTATE INVESTORS LLC - 0
PRINCIPAL FUNDS, INC. - 0
(ii) Shared power to vote or to direct the vote:
PRINCIPAL GLOBAL INVESTORS - 107,392
PRINCIPAL REAL ESTATE INVESTORS LLC - 4,981,351
PRINCIPAL FUNDS, INC. - 2,776,639
(iii) Sole power to dispose or to direct the disposition of:
PRINCIPAL GLOBAL INVESTORS - 0
PRINCIPAL REAL ESTATE INVESTORS LLC - 0
PRINCIPAL FUNDS, INC. - 0
(iv) Shared power to dispose or to direct the disposition of:
PRINCIPAL GLOBAL INVESTORS - 107,392
PRINCIPAL REAL ESTATE INVESTORS LLC - 4,981,351
PRINCIPAL FUNDS, INC. - 2,776,639
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As of May 31, 2026 the Principal Real Estate Securities Fund, a series to the Principal Funds, Inc., had ownership of 2,776,639 shares representing 6.3%.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PRINCIPAL GLOBAL INVESTORS
Signature:
/s/ J. Markham Penrod
Name/Title:
Chief Compliance Officer - North America, Principal Asset Management
Date:
06/01/2026
PRINCIPAL REAL ESTATE INVESTORS LLC
Signature:
/s/ J. Markham Penrod
Name/Title:
Chief Compliance Officer - North America, Principal Asset Management
Date:
06/01/2026
PRINCIPAL FUNDS, INC.
Signature:
/s/ John L. Sullivan
Name/Title:
Counsel and Assistant Secretary
Date:
06/01/2026
Exhibit Information
This statement is filed by Principal Global Investors LLC, Principal Real Estate Investors LLC, and Principal Funds Inc. jointly pursuant to a Joint Filing Agreement, which is filed with this Schedule 13G as Exhibit 99.1.
