National Healthcare (NHP) to sell 86 medical facilities for $528M

Rhea-AI Filing Summary

National Healthcare Properties, Inc. entered into a definitive purchase and sale agreement to sell a portfolio of 86 outpatient medical facilities for approximately $528 million, including about $278 million of secured debt to be defeased or assumed by the purchaser.

The agreement with an unaffiliated third party includes customary representations, covenants and post-closing obligations. The transaction is expected to close in the third or fourth quarter of 2026, subject to the purchaser’s due diligence, lender approval of loan assumptions and other customary closing conditions. This Form 8‑K/A amends the prior report solely to correct a typographical error.

Insights

Real estate transactions analyst

Large non-core asset sale agreed, terms and timing still conditional.

National Healthcare Properties agreed to sell 86 outpatient medical facilities for approximately $528 million, with around $278 million of secured debt to be defeased or assumed. This points to a sizable portfolio-level transaction with a mix of cash proceeds and debt transfer.

The deal’s completion depends on the buyer’s due diligence, lender approvals for loan assumptions and other customary closing conditions, and is targeted for the third or fourth quarter of 2026. Until closing, there is execution risk around approvals and potential adjustments from prorations and expenses.

Subsequent filings, including the referenced Form 10‑Q for the quarter ended June 30, 2026, may provide more detail on pricing adjustments, gain or loss recognition and how this portfolio sale affects the company’s balance sheet and property mix.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Portfolio sale value: $528 million Secured debt involved: $278 million Facilities in portfolio: 86 facilities +1 more

4 metrics

Portfolio sale value $528 million Approximate consideration for 86 outpatient medical facilities

Secured debt involved $278 million Secured debt to be defeased or assumed by purchaser

Facilities in portfolio 86 facilities Outpatient medical facilities included in the sale

Expected closing window Q3–Q4 2026 Anticipated closing period subject to conditions

Key Terms

purchase and sale agreement, secured debt, defeased, Inline XBRL, +1 more

5 terms

purchase and sale agreement financial

"entered into a definitive purchase and sale agreement (the “PSA”) with an unaffiliated third party"

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

secured debt financial

"including approximately $278 million of secured debt to be defeased or assumed"

Secured debt is a loan or obligation that is tied to a specific asset—like a mortgage tied to a house or a loan tied to equipment—so the lender can take that asset if the borrower fails to pay. For investors, secured debt matters because it usually lowers the lender’s risk and improves the chance of repayment in a default, affects how much equity holders get after claims are paid, and influences a borrower’s cost of borrowing and overall financial safety.

defeased financial

"approximately $278 million of secured debt to be defeased or assumed by the purchaser"

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Item 601(b)(10)(iv) regulatory

"Portions of the PSA may be omitted pursuant to Item 601(b)(10)(iv) or Item 601(a)(5) of Regulation S-K"

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

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FAQ

What major transaction did National Healthcare Properties (NHP) disclose in this 8-K/A?

National Healthcare Properties agreed to sell 86 outpatient medical facilities for approximately $528 million. The deal is with an unaffiliated third party and is documented in a definitive purchase and sale agreement containing customary representations, covenants and post-closing obligations.

How much secured debt is included in National Healthcare Properties’ facility sale?

The sale includes about $278 million of secured debt to be defeased or assumed by the purchaser. This means a substantial portion of existing debt tied to the portfolio will either be paid off or transferred at closing under the agreement’s terms.

When is National Healthcare Properties’ sale of 86 outpatient facilities expected to close?

The transaction is expected to close in the third or fourth quarter of 2026. Closing depends on the purchaser completing due diligence, lenders approving loan assumptions and other customary closing conditions outlined in the purchase and sale agreement.

Why did National Healthcare Properties file this Form 8-K/A amendment?

The company filed this Amendment No. 1 solely to correct a typographical error in the original report. The amendment restates the disclosure but does not introduce new transaction terms beyond correcting that error.

Where can investors find the full purchase and sale agreement for NHP’s portfolio sale?

The full purchase and sale agreement will be filed as an exhibit to National Healthcare Properties’ Form 10‑Q for the quarter ended June 30, 2026. Portions may be omitted under Item 601 of Regulation S‑K where permitted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2026

National Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39153		38-3888962
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

540 Madison Ave., 27th Floor

New York, NY 10022

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (332) 258-8770

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.01 par value per share		NHP		The Nasdaq Global Market
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		NHPAP		The Nasdaq Global Market
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		NHPBP		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A is being filed as Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of National Healthcare Properties, Inc. (the “Company”) originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2026 (the “Original Filing”). The Amendment is being filed solely to correct a typographical error contained in the Original Filing. This Form 8-K/A hereby amends and restates in its entirety the Form 8-K and, except as set forth herein, no other amendments to the Form 8-K are made by this Form 8-K/A.

Item 1.01 Entry into a Material Agreement

On May 4, 2026, National Healthcare Properties, Inc. (the “Company”) and certain of its subsidiaries entered into a definitive purchase and sale agreement (the “PSA”) with an unaffiliated third party to sell a portfolio of 86 outpatient medical facilities for approximately $528 million (before transaction expenses, property operating prorations and other adjustments), including approximately $278 million of secured debt to be defeased or assumed by the purchaser. The PSA contains customary representations and warranties made by the parties thereto, customary covenants and agreements and customary post-closing obligations of the purchaser. The transaction is expected to close in the third or fourth quarter of 2026, subject to the completion by the purchaser of its due diligence, approval by the lenders of loan assumption and other customary closing conditions as specified in the PSA.

The foregoing description of the PSA is only a summary and is qualified in its entirety by reference to the full text of the PSA, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Portions of the PSA may be omitted pursuant to Item 601(b)(10)(iv) or Item 601(a)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONAL HEALTHCARE PROPERTIES, INC.
Date: May 15, 2026	By:	/s/ Andrew T. Babin
		Andrew T. Babin Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 20.2 KB