NHP to sell 86 medical facilities for $528M

National Healthcare Properties, Inc. agreed to sell a portfolio of 86 outpatient medical facilities under a definitive purchase and sale agreement with an affiliated third party.

Rhea-AI Filing Summary

National Healthcare Properties, Inc. agreed to sell a portfolio of 86 outpatient medical facilities under a definitive purchase and sale agreement with an affiliated third party. The portfolio is valued at approximately $528 million, including about $278 million of secured debt to be defeased or assumed by the buyer.

The agreement includes customary representations, warranties, covenants and post-closing obligations. Closing is expected in the third or fourth quarter of 2026, subject to the purchaser’s due diligence, lender approval for loan assumptions, and other customary closing conditions specified in the agreement.

Insights

Real estate and REIT analyst

NHP plans a large portfolio sale that could reshape its balance sheet, pending closing.

National Healthcare Properties is contracting to sell 86 outpatient medical facilities for approximately $528 million, with about $278 million of secured debt to be defeased or assumed by the purchaser. This is a sizable portfolio transaction centered on medical real estate.

The structure suggests a mix of asset monetization and liability transfer, as part of the consideration explicitly involves secured debt tied to these properties. The actual impact on leverage, cash position and income will depend on final terms and how proceeds and debt assumptions interact within the broader capital structure.

The transaction is expected to close in the third or fourth quarter of 2026, but it remains subject to purchaser due diligence, lender approvals for loan assumptions and other customary closing conditions. Subsequent disclosures around closing, net proceeds and any redeployment of capital will clarify how this portfolio sale affects long-term earnings and portfolio composition.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

Key Figures

Portfolio sale value: $528 million Secured debt in transaction: $278 million Facilities in portfolio: 86 facilities +2 more

5 metrics

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

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

Facilities in portfolio 86 facilities Outpatient medical properties included in sale

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

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

Key Terms

definitive purchase and sale agreement, secured debt, defeased, due diligence, +1 more

5 terms

definitive purchase and sale agreement financial

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

A definitive purchase and sale agreement is the final, legally binding contract that sets out all material terms for buying or selling assets, shares, or a business, including price, what is being transferred, closing conditions, representations, warranties, covenants, and remedies. It matters to investors because it moves a negotiated deal from promise to enforceable obligation—like a signed deed for a house—so its terms and conditions determine whether, when, and on what basis ownership and risks will actually change hands.

secured debt financial

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

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"

due diligence financial

"subject to the completion by the purchaser of its due diligence"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

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.

FAQ

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

What portfolio is National Healthcare Properties (NHP) selling in this 8-K?

National Healthcare Properties plans to sell a portfolio of 86 outpatient medical facilities. These are healthcare-related real estate assets, and the sale is being executed under a definitive purchase and sale agreement with an affiliated third-party buyer.

How much is the National Healthcare Properties (NHP) portfolio sale worth?

The transaction values the 86-facility portfolio at approximately $528 million. This amount is stated before transaction expenses, property operating prorations and other adjustments, so the final net proceeds to the company may differ once those items are applied.

How is secured debt treated in National Healthcare Properties’ (NHP) sale?

The portfolio sale includes about $278 million of secured debt tied to the properties. That debt is expected to be either defeased or assumed by the purchaser, meaning obligations associated with these loans move in connection with the transaction’s closing.

When is National Healthcare Properties (NHP) expecting this portfolio sale to close?

The company expects the transaction to close in the third or fourth quarter of 2026. Closing is contingent on the purchaser completing due diligence, lender approvals for loan assumptions, and other customary conditions outlined in the purchase and sale agreement.

What conditions must be met before National Healthcare Properties’ (NHP) sale closes?

Closing depends on several customary conditions, including completion of the purchaser’s due diligence, approvals from lenders for assuming relevant loans, and other closing conditions specified in the purchase and sale agreement between the parties.

Where can investors find the full purchase and sale agreement for National Healthcare Properties (NHP)?

The company states that the full text of the purchase and sale agreement will be filed as an exhibit to its Form 10-Q for the quarter ended June 30, 2026. Portions may be omitted under applicable Regulation S-K provisions.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:36 PM EDT Learn about SEC filing dates

FALSE000156103200015610322026-05-042026-05-040001561032us-gaap:CommonClassAMember2026-05-042026-05-040001561032hct:SeriesACumulativeRedeemablePerpetualPreferredStockMember2026-05-042026-05-040001561032hct:SeriesBCumulativeRedeemablePerpetualPreferredStockMember2026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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. ¨

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 affiliated 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 8, 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 DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.0 KB