National Healthcare Properties posts $17.8M Q3 profit

Updated 2026 guidance puts SHOP Same Store Cash NOI growth at 16.5% to 18.5%, acquisitions at $425 million to $645 million, and dispositions at $1.1 billion.

Available on EDGAR 11/04/2026 - 05:15 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:14 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

National Healthcare Properties, Inc. (NHP) reported third-quarter 2026 tenant revenue of $103.062 million, versus $86.026 million a year earlier, and net income attributable to common stockholders of $17.778 million, versus a $15.881 million loss. Diluted FFO per share fell 43.5% to $0.13; normalized FFO per share fell 29.6% to $0.19. SHOP same-store Cash NOI grew 13.6% year over year.

In the quarter, NHP acquired 22 SHOP communities with 1,381 units for $300 million; 2026 SHOP acquisitions completed or under definitive agreement totaled $664 million. It completed the sale of 30 OMFs for $198 million and repaid $119 million across two secured term loans. The remaining 56 OMFs, subject to a $219 million loan assumption, are expected to close in Q4 2026 for $331 million.

As of September 30, 2026, total debt outstanding, net of discounts and unamortized debt issuance costs, was $851.2 million; net leverage was 5.5x, versus 8.8x a year earlier. After redeeming all outstanding Series A and Series B preferred shares, NHP expects to save approximately $11 million in annual preferred dividends.

3 points · 0 major

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Positive

• Moderate pointTenant revenue reached $103.062 million, versus $86.026 million.
• Moderate pointCommon-stockholder net income was $17.778 million, versus a $15.881 million loss.
• Moderate pointSHOP same-store Cash NOI grew 13.6% year over year.

Negative

• Moderate pointDiluted FFO per share fell 43.5%; normalized FFO fell 29.6%.

Filing Explained

The $1.2 billion facility is lender commitment capacity, not reported debt; NHP reported $851.2 million outstanding at September 30, 2026.

This Form 8-K reports third-quarter results and revised guidance; its August credit-facility amendment raised lender commitments from $550 million to $1.2 billion, and NHP repaid $332 million of Fannie Mae debt in connection with the recast.

NHP has a definitive agreement to sell another 40 OMFs for $531 million and a nonbinding letter of intent for its remaining four; these transactions are pending, and the company says they may not close on the described terms or at all. Including these transactions, NHP expects to exit the OMF segment.

For full-year 2026, SHOP same-store Cash NOI growth guidance moved from 15.0%–18.0% to 16.5%–18.5%; acquisition guidance changed from $375–$425 million to $425–$645 million, and disposition guidance from $570 million to $1.1 billion.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Tenant revenue: $103.062 million Net income attributable to common stockholders: $17.778 million Nareit-defined FFO per diluted share: $0.13 per diluted share +5 more

8 metrics

Tenant revenue $103.062 million Q3 2026; $86.026 million in Q3 2025

Net income attributable to common stockholders $17.778 million Q3 2026; loss of $15.881 million in Q3 2025

Nareit-defined FFO per diluted share $0.13 per diluted share Q3 2026; down 43.5% year over year

Normalized FFO per diluted share $0.19 per diluted share Q3 2026; down 29.6% year over year

SHOP Same Store Cash NOI growth 13.6% Q3 2026, year over year

Total debt outstanding Approximately $851.2 million As of September 30, 2026; net of discounts and unamortized debt issuance costs

Net leverage 5.5x As of September 30, 2026; 8.8x as of September 30, 2025

Expected annual preferred dividend savings Approximately $11 million Following the Series A and Series B preferred stock redemptions

Key Terms

Same Store Cash NOI, Nareit defined Funds From Operations, Normalized Funds From Operations, cap rates, +1 more

5 terms

Same Store Cash NOI financial

"SHOP Same Store Cash NOI growth was 13.6% year-over-year"

Same-store cash NOI is a real estate metric that measures the cash profit a property or group of properties generated from operations over two comparable periods, excluding one-time items and accounting adjustments that don’t affect actual cash flow. It compares only properties owned and open in both periods—like comparing the same set of stores month to month—so investors can see true operational growth or decline without distortion from acquisitions, dispositions, or non-cash accounting entries. This helps investors judge recurring income quality and cash-generating performance.

Nareit defined Funds From Operations financial

"Nareit defined Funds From Operations (FFO) of $0.13 per diluted share"

A NAREIT-defined Funds From Operations (FFO) is a standardized measure used by real estate investment trusts to show operating performance by starting with net income and adding back property depreciation and amortization, while excluding gains or losses from property sales and certain non-cash items. It matters to investors because it aims to reflect the cash-generating ability of a REIT’s core real estate business—like looking at a store’s monthly cash receipts rather than accounting profits that include one-time or noncash bookkeeping entries.

Normalized Funds From Operations financial

"Normalized Funds From Operations of $0.19 per diluted share"

Normalized funds from operations is an adjusted measure of a real estate company's recurring cash flow that removes one-time or unusual gains, losses and accounting quirks so investors see the business’s steady earning power. Think of it as a household budget that strips out one-off expenses and windfalls to reveal what money is reliably available for paying dividends or reinvesting. It matters because it gives a clearer picture of sustainable payout capacity and underlying operating performance than raw accounting figures.

cap rates financial

"estimated weighted average year-one and year-three cap rates"

Cap rates, or capitalization rates, are a way to measure the potential return on a real estate investment. They are calculated by dividing the annual income a property generates by its current market value, similar to how a rental property's profit compares to its price. Investors use cap rates to compare different properties and assess how much they might earn relative to their investment.

RevPOR financial

"Same Store RevPOR increased 4.0% year-over-year"

Earnings Snapshot

Tenant revenue: $103.062 million · Guidance included

Q3 2026

Tenant revenue $103.062 million from $86.026 million in Q3 2025

Net income attributable to common stockholders $17.778 million from a loss of $15.881 million in Q3 2025

Nareit-defined FFO per diluted share $0.13 down 43.5% year over year

Normalized FFO per diluted share $0.19 down 29.6% year over year

SHOP Same Store Cash NOI growth 13.6% year over year

Guidance

For full-year 2026, SHOP Same Store Cash NOI growth is 16.5% to 18.5%; acquisitions are $425 million to $645 million; dispositions are $1.1 billion.

FAQ

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

What is NHP's 2026 SHOP growth guidance?

NHP's full-year 2026 SHOP Same Store Cash NOI growth guidance is 16.5% to 18.5%, with the midpoint increased by 100 basis points.

What SHOP acquisitions does NHP have under contract or in its pipeline?

NHP had approximately $240 million of SHOP acquisitions under signed purchase and sale agreements, with estimated weighted average year-one and year-three cap rates of approximately 7.4% and 8.7%, respectively, plus approximately $148 million under non-binding letters of intent. The acquisitions total approximately $388 million and comprise 1,385 primarily assisted living and memory care units. Closings are subject to due diligence, closing conditions and regulatory approvals; the letter-of-intent transactions also require definitive agreements.

What OMF sales does NHP expect to complete?

The remaining 56 OMFs in the previously announced portfolio are subject to a $219 million loan assumption and are expected to close in Q4 2026 for $331 million. NHP also has a definitive agreement to sell 40 additional OMFs for approximately $531 million and a non-binding letter of intent to sell its remaining four OMFs. The company expects to fully exit the segment and states that pending transactions may not close on the described terms or at all.

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

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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): November 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

Common stock, $0.01 par value per share

NHP

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 2.02. Results of Operations and Financial Condition.

National Healthcare Properties, Inc. (the “Company”) issued a press release on November 4, 2026 announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1. The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of National Healthcare Properties, Inc. dated November 4, 2026
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: November 4, 2026			By:			/s/ Andrew T. Babin
						Andrew T. Babin Chief Financial Officer and Treasurer

National Healthcare Properties Reports Third Quarter 2026 Results

— SHOP Same Store Cash NOI increased 13.6% year-over-year —

— $664 million of 2026 SHOP acquisitions completed or under definitive agreement — 

—SHOP Same Store Cash NOI growth guidance increased by 100bps at its mid-point —

NEW YORK, November 4, 2026 (GLOBE NEWSWIRE) — National Healthcare Properties, Inc. (Nasdaq: NHP)

(the “Company”), a self-managed real estate investment trust focused on providing needs-based senior housing to

serve a growing elderly population in the United States, today announced results for the quarter ended

September 30, 2026.

Michael Anderson, Chief Executive Officer and President, commented, “2026 continues to be a transformational

year for the Company, and the third quarter included important milestones in our pursuit of a SHOP-only portfolio

and an investment grade balance sheet. During the quarter, we succeeded in strategically increasing our same-store

SHOP occupancy to improve our operating position into the fourth quarter, closed on more than $300 million of

SHOP acquisitions at attractive yields, and utilized proceeds from our new unsecured term loan and the first tranche

of our OMF exit to significantly reduce our secured debt. We enter the fourth quarter with a stronger platform and

clear momentum, focused on delivering long-term value for our shareholders”

Financial Performance and Recent Highlights

•Net income attributable to common stockholders of $0.24 per basic and diluted share. Nareit defined Funds

From Operations (“FFO”) of $0.13 per diluted share and Normalized Funds From Operations (“Normalized

FFO”) of $0.19 per diluted share.

•FFO per share decreased 43.5% year-over-year.

•Normalized FFO per share decreased 29.6% year-over-year.

•Third quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 8.4% year-over-year.

Senior Housing Operating Portfolio (“SHOP”) Segment:

•Same Store Cash NOI growth was 13.6% year-over-year.

•Same Store average occupancy totaled 86.7%, an increase of 2.2%  year-over-year.

•Same Store RevPOR increased 4.0% year-over-year.

•Same Store Cash NOI Margin of 24.3%, an expansion of 1.5% year-over-year.

Outpatient Medical Facility (“OMF”) Segment:

•Same Store Cash NOI decreased by 0.3% year-over-year.

•Same Store ending occupancy totaled 95.6%, an increase of 0.2% year-over-year.

Transactional Activity

Acquisitions and Pipeline

During the third quarter, the Company acquired 22 SHOP communities, consisting of 1,381 units, for a total

purchase price of $300 million. These acquisitions introduced a new operator relationship with Priority Life Care,

which manages three of the communities. The remaining 19 communities are managed by the Company’s existing

operating partners. Subsequent to the third quarter, the Company acquired one SHOP community, consisting of 79

units, for a purchase price of $26 million. This community is managed by one of the Company's existing operating

partners. Year-to-date, the Company has acquired 25 SHOP communities for approximately $424 million.

The Company currently has signed purchase and sale agreements for approximately $240 million of SHOP

acquisitions with estimated weighted average year-one and year-three cap rates of approximately 7.4% and 8.7%,

respectively, and an additional approximately $148 million of SHOP acquisitions under non-binding letters of intent.

These acquisitions total approximately $388 million and comprise 1,385 primarily assisted living and memory care

units. Closing of these acquisitions is subject to continued purchaser due diligence, closing conditions and regulatory

approvals as specified in the applicable agreements, and, for acquisitions under non-binding letters of intent, the

negotiation and execution of definitive agreements.

Non-Core SHOP Dispositions

In August 2026, the Company completed the sale of one non-core SHOP community in California for approximately

$42 million.

In September 2026, the Company entered into a definitive purchase and sale agreement to sell one non-core SHOP

community in Michigan for approximately $9 million.

OMF Dispositions

The Company previously announced the sale of 86 OMFs for approximately $528 million. In September 2026, the

Company completed the sale of the first 30 OMFs in this portfolio for approximately $198 million. In connection

with the sale, the Company repaid in full its Secured Term Loan 1 due 2028 and Secured Term Loan 3 due 2031,

totaling $119 million. The remaining 56 OMFs in this portfolio are subject to a $219 million loan assumption and

are expected to close in Q4 2026 for $331 million. The Company also entered into a definitive purchase and sale

agreement to sell an additional 40 OMFs for approximately $531 million (before transaction expenses, property

operating prorations and capital expenditure and other adjustments), and signed a non-binding letter of intent to sell

its remaining four OMFs. Inclusive of these transactions, the Company expects to fully exit the OMF segment.

There can be no assurance that these pending transactions will close on the terms described, or at all.

Balance Sheet and Capital

As of September 30, 2026, total debt outstanding (net of discounts and unamortized debt issuance costs) was

approximately $851.2 million with a weighted average economic interest rate of 5.12% (when giving effect to

interest rate hedges and caps) and an average remaining term of 4.9 years.

Net Leverage (Net Debt as of September 30, 2026 to Annualized Adjusted EBITDA for the quarter ended

September 30, 2026) improved by 3.3x to 5.5x as of September 30, 2026 from 8.8x as of September 30, 2025.

In August 2026, the Company amended and restated its senior unsecured credit facilities, which provide for, among

other things, (i) an increase in total lender commitments from $550 million to $1.2 billion, with the revolving facility

increasing from $400 million to $750 million, the term loan increasing from $150 million to $300 million and a new

$150 million delayed draw term loan facility being added, (ii) an extension of the maturity of the revolving facility

and the term loan (including the delayed draw term loan) to August 2030 and August 2029, respectively, each with

extension options that, if fully exercised, would extend the final maturity to August 2031, and (iii) a reduction in the

applicable margins for interest rates based on the Company's corporate leverage ratio. In connection with the credit

facilities recast, the Company repaid the $332 million outstanding under its Fannie Mae secured debt due to mature

in November 2026.

Credit Facilities
	Prior	Current
Total Facility	$550 million	$1.2 billion
Accordion	$450 million	$1 billion
Unused Fee	15 to 20 bps	N/A
Revolver
Spread	SOFR + 155 to 210 bps	SOFR + 105 to 155 bps
Facility Fee	N/A	15 to 35 bps
Capacity	$400 million	$750 million
Term Loans
Spread	SOFR + 155 to 210 bps	SOFR + 110 to 180 bps
Capacity	$150 million	$300 million + $150 million Delayed Draw

Common and Preferred Stock

Common Stock

On July 1, 2026, the Board of Directors declared a quarterly dividend of $0.075 per share of its common stock

(including its Class A Common Stock). The dividend was paid in cash on July 30, 2026 to holders of record as of the

close of business on July 15, 2026.

On October 1, 2026, the Board of Directors declared a quarterly dividend of $0.075 per share of its common stock.

The dividend was paid in cash on October 16, 2026 to holders of record as of the close of business on October 12,

2026.

On October 19, 2026, all outstanding shares of the Company's Class A common stock converted into the Company's

common stock on a one-for-one basis. All shares of common stock became freely tradable on the Nasdaq Global

Market on this date. The conversion had no impact on the economic rights of shareholders of shares of Class A

common stock and the Company's operations.

Preferred Stock

On September 4, 2026, the Company redeemed all 3,289,061 outstanding shares of its 7.375% Series A Cumulative

Redeemable Perpetual Preferred Stock.

On October 6, 2026, the Company redeemed all 2,850,427 outstanding shares of its 7.125% Series B Cumulative

Redeemable Perpetual Preferred Stock.

Each redemption was at $25.00 per share plus accrued and unpaid dividends thereon to, but not including each

redemption date. As a result of the redemptions, the Company expects to save approximately $11 million in annual

preferred dividends.

Revised Full Year 2026 Guidance

For the full year 2026, the Company is revising certain guidance ranges as follows:

	As of 8/5/26		As of 11/4/26
SHOP Same Store Cash NOI growth	15.0% to 18.0%		16.5% to 18.5%
OMF Same Store Cash NOI growth	2.5% to 3.5%		—
Acquisitions	$375 million to $425 million		$425 million to $645 million
Dispositions	$570 million		$1.1 billion
General and administrative expense, including equity-based compensation	$27 million to $28 million		$27 million to $28 million
Equity-based compensation	$6 million to $7 million		$6 million to $7 million
Same Store Recurring Capital Expenditures	$22 million to $25 million		—
Same Store SHOP Recurring Capital Expenditures	—		$10 million to $11 million
Total OMF Portfolio Recurring Capital Expenditures	—		$7 million to $8 million

Full Year 2026 Guidance Commentary

The revision in the Company’s guidance is primarily the result of SHOP segment outperformance through the

current quarter as well as expectations for the remainder of the year, SHOP acquisitions expected to close during the

year, the ongoing and expected disposition of the OMF portfolio and  a non-core SHOP asset.

Note: The Company’s 2026 guidance contains forward-looking statements and is based on a number of assumptions

and estimates, including those identified later in this press release. These assumptions and estimates are based on

existing market conditions, transaction timing and other assumptions for the year ending December 31, 2026; actual

results may differ materially.

Supplemental Information

Additional information regarding these results can be found in the Company’s supplemental financial package that

will be available on the Investor Relations section of the Company’s website at nhpreit.com.

About National Healthcare Properties

National Healthcare Properties, Inc. (Nasdaq: NHP) is a self-managed real estate investment trust focused on

providing needs-based senior housing to serve a growing elderly population in the United States. Additional

information about the Company can be found on its website at nhpreit.com.

Investor & Media Contact

Email: ir@nhpreit.com

Forward-Looking Statements

This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform

Act of 1995. All statements (other than statements of historical fact) in this press release regarding the Company's

prospects, expectations, intentions, plans, financial position, guidance and business strategy may constitute forward-

looking statements. Forward-looking statements generally can be identified by the use of terminology such as

“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,”

“potential,” “continue” or the negatives of these terms or variations of them or similar expressions. Risks and

uncertainties, the occurrence of which could adversely affect the Company's business and cause actual results to

differ materially from those expressed or implied in the forward-looking statements, include, but are not limited to,

the following: changes in economic cycles generally and in the real estate and healthcare markets specifically; the

success of the Company's growth strategy, including its ability to successfully identify, complete and integrate new

acquisitions; the Company’s ability to complete acquisitions or dispositions on the terms and timing the Company

expects, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; the

Company's ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate

industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid;

discovery of previously undetected environmentally hazardous conditions; the Company's ability to pay down,

refinance, restructure or extend its indebtedness as it becomes due; system failures, cyber incidents or deficiencies in

the Company's cybersecurity systems; the availability of capital on favorable terms, or at all; the Company's ability

to remain qualified as a real estate investment trust for U.S. federal income tax purposes; and other risks and

uncertainties described in the section titled Risk Factors of the Company's most recent Annual Report on Form 10-K

and all other filings with the Securities and Exchange Commission. Cap rates for the Company's acquisition pipeline

included in this press release are calculated by dividing the underwritten cash NOI that the Company aims to achieve

(some of which are based on preliminary information provided by sellers and certain assumptions applied by the

Company) by the total aggregate purchase price, not including certain initial acquisition capital expenditures. The

actual stabilized cash NOI yields from the Company’s pipeline may not be consistent with the targeted stabilized

cash NOI yield range. Finally, the Company assumes no obligation to update or revise any forward-looking

statements or to update the reasons why actual results could differ from those projected in any forward-looking

statements.

Financial Statements and Definitions

This press release includes certain non-GAAP financial measures, including Nareit FFO, Normalized FFO, Net

Debt, EBITDA, Adjusted EBITDA, NOI, Cash NOI and Same Store Cash NOI. While the Company believes that

non-GAAP financial measures are helpful in evaluating its operating performance, the use of non-GAAP financial

measures in this press release should not be considered in isolation from, or as an alternative for, a measure of

financial or operating performance as defined by GAAP. There are inherent limitations associated with the use of

each of these supplemental non-GAAP financial measures as an analytical tool. Additionally, the Company’s

computation of non-GAAP financial measures may not be comparable to those reported by other REITs. Definitions

of these non-GAAP financial measures and reconciliations to their most directly comparable GAAP measures are

provided below.

Nareit FFO and Normalized FFO

The Company calculates FFO consistent with the standards established over time by Nareit. Nareit defines FFO as

net income or loss (computed in accordance with GAAP), adjusted for (i) real estate-related depreciation and

amortization, (ii) impairment charges on depreciable real property, (iii) gains or losses from sales of depreciable real

property and (iv) similar adjustments for non-controlling interests and unconsolidated entities.

The Company calculates Normalized FFO by further adjusting FFO to reflect the performance of its portfolio for

items it believes are not directly attributable to its operations. The Company's adjustments to FFO to arrive at

Normalized FFO include removing the impacts of (i) acquisition and transaction related costs; (ii) termination fees

to related parties; (iii) severance and other related costs; (iv) mark-to-market gains and losses on non-designated

derivatives and amortization related to terminated derivatives; (v) casualty-related charges, net relating to

significantly disruptive events that are infrequent in nature; (vi) gains and losses on extinguishment of debt; (vii)

similar adjustments for non-controlling interests; and (viii) certain other items set forth in the Normalized FFO

reconciliation included therein.

The Company considers FFO and Normalized FFO to be useful supplemental measures for reviewing comparative

operating and financial performance because, by excluding the applicable items listed above, FFO and Normalized

FFO can help investors compare the Company's operating performance between periods or to other companies

(though other companies may calculate these measures differently than the Company does and the value of any such

comparison may be limited). While FFO and Normalized FFO are relevant and widely used measures of operating

performance of REITs, they do not represent, nor are they meant to replace, cash flows from operations and net

income or loss as defined by GAAP, and should not be considered alternatives to those measures in evaluating the

Company's liquidity or operating performance. Rather, FFO and Normalized FFO should be reviewed in conjunction

with these and other GAAP measurements as an indication of the Company's operational performance and are not

necessarily indicative of cash available to fund the Company's future cash requirements, including the Company's

ability to pay dividends and other distributions to the Company's stockholders. Additionally, the Company's

computation of FFO and Normalized FFO may not be comparable to FFO and Normalized FFO reported by other

REITs that do not define FFO in accordance with the current National Association of Real Estate Investment Trusts

(“NAREIT”) definition or that interpret the current NAREIT definition or define Normalized FFO differently than

the Company does.

Adjusted EBITDA

The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, excluding

(i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) impairment charges; (iv)

casualty-related charges; (v) gains and losses on sale of real estate investments; (vi) gains and losses on

extinguishment of debt; (vii) gains and losses on our derivatives; and (viii) non-cash items such as amortization of

intangibles and equity-based compensation. Annualized Adjusted EBITDA means Adjusted EBITDA for the

specified quarter, multiplied by four.

Cash NOI and NOI

Cash NOI is defined as NOI excluding non-cash items such as straight-line rent adjustments and amortization of

above and below market lease and lease intangibles that are included in GAAP revenue from tenants and property

operating and maintenance.

Cash NOI Margin

For the SHOP segment, Cash NOI divided by revenue from tenants or residents excluding net amortization of

above- and below-market lease and lease intangibles.

Net Debt

Net debt means total debt, net of deferred financing costs, mortgage discounts and premiums less cash and cash

equivalents.

Net Debt to Annualized Adjusted EBITDA or Net Leverage

Net Debt to Annualized Adjusted EBITDA or Net Leverage means Net Debt divided by Annualized Adjusted

EBITDA.

Non-Core Properties

Non-Core properties are  assets that have been deemed not essential to generating future economic benefit or value

to our day-to-day operations and/or are scheduled to be sold with closing conditions substantially fulfilled.

Leased % or Ending occupancy

Leased % or Ending occupancy for the OMF segment is presented as of the end of the period shown.

Recurring Capital Expenditures

Recurring Capital Expenditures means capital expenditures incurred to maintain the properties in current market

condition and which are generally recurring in nature.

Same Store

Same Store means operational properties owned by the Company for the full duration of the applicable comparative

periods and that are not otherwise excluded. Properties are excluded from “same store” if they are (i) Non-Core

Properties, (ii) sold, classified as held for sale, or classified as discontinued operations in accordance with GAAP,

(iii) impacted by materially disruptive events, or (iv) undergoing, or intended to undergo, significant redevelopment.

Redeveloped properties in our OMF segment will be included in Same Store once substantial completion of work

has occurred for the full period in the periods presented.

Same Store Cash NOI

Same Store Cash NOI is defined as Cash NOI for our Same Store properties.

NATIONAL HEALTHCARE PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

		September 30, 2026		December 31, 2025
ASSETS
Real estate investments, at cost:
Land		$ 168,716		$ 174,535
Buildings, fixtures and improvements		1,893,128		1,785,952
Acquired intangible assets		235,245		246,544
Construction in progress		4,889		2,994
Total real estate investments, at cost		2,301,978		2,210,025
Less: accumulated depreciation and amortization		(627,462)		(691,200)
Total real estate investments, net		1,674,516		1,518,825
Cash and cash equivalents		125,069		57,620
Restricted cash		18,966		50,832
Derivative assets, at fair value		9,936		569
Straight-line rent receivable, net		18,048		21,486
Operating lease right-of-use assets		13,941		7,377
Prepaid expenses and other assets, net		25,798		23,019
Accounts receivable, net		9,702		9,252
Deferred costs, net		18,839		22,792
Total assets		$ 1,914,815		$ 1,711,772
LIABILITIES AND EQUITY
Liabilities
Mortgage notes payable, net		$ 249,581		$ 367,629
Fannie Mae secured debt		—		334,739
Revolving credit facility		305,000		186,000
Term loan, net		296,661		148,405
Market lease intangible liabilities, net		4,002		4,851
Derivative liabilities, at fair value		—		188
Accounts payable and accrued expenses		121,053		44,381
Operating lease liabilities		8,205		8,467
Deferred rent		7,898		9,247
Distributions payable		1,340		3,340
Total liabilities		993,740		1,107,247
Commitments and contingencies
Equity
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, — authorized		—		38
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, 2,900 authorized		—		35
Common stock, $0.01 par value, 300,000 shares authorized		1,132		1,132
Class A common stock, $0.01 par value, 100,0000 shares authorized		443		—
Additional paid-in capital		2,849,755		2,531,315
Accumulated other comprehensive income		8,420		5,604
Distributions in excess of accumulated earnings		(1,941,567)		(1,938,060)
Total stockholders’ equity		918,183		600,064
Non-controlling interests		2,892		4,461
Total equity		921,075		604,525
Total liabilities and equity		$ 1,914,815		$ 1,711,772

NATIONAL HEALTHCARE PROPERTIES, INC.

CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share data)

(Unaudited)

		Three months ended September 30,				Nine months ended September 30,
		2026		2025		2026		2025
Revenue from tenants		$ 103,062		$ 86,026		$ 276,877		$ 257,801
Operating expenses:
Property operating and maintenance		69,576		53,845		176,613		165,880
Impairment charges		6,874		6,641		10,654		33,752
Acquisition and transaction related		875		91		1,058		639
General and administrative		7,806		5,671		19,877		15,642
Depreciation and amortization		24,417		18,029		59,966		60,274
Total expenses		109,548		84,277		268,168		276,187
Operating (loss) income before gain on sale of real estate investments		(6,486)		1,749		8,709		(18,386)
Gain on sale of real estate investments		38,298		626		38,296		28,267
Operating income		31,812		2,375		47,005		9,881
Other income (expense):
Interest expense		(12,159)		(15,060)		(39,553)		(45,425)
Interest and other income, net		981		294		3,497		512
(Loss) gain on extinguishment of debt		(427)		—		(427)		257
(Loss) gain on non-designated derivatives		(64)		(77)		78		(46)
Total other expense, net		(11,669)		(14,843)		(36,405)		(44,702)
Income (loss) before income taxes		20,143		(12,468)		10,600		(34,821)
Income tax (expense) benefit		97		(66)		(27)		(60)
Net income (loss)		20,240		(12,534)		10,573		(34,881)
Net income attributable to non-controlling interests		(61)		(21)		(59)		(44)
Allocation for preferred stock		(2,401)		(3,326)		(8,480)		(10,162)
Net income (loss) attributable to common stockholders		17,778		(15,881)		2,034		(45,087)
Other comprehensive income (loss):
Unrealized income (loss) on designated derivatives		3,610		(1,881)		2,816		(9,080)
Comprehensive income (loss) attributable to common stockholders		$ 21,388		$ (17,762)		$ 4,850		$ (54,167)
Weighted-average shares outstanding (1)
Basic		72,645		28,297		54,347		28,297
Diluted		73,234		28,549		54,754		28,536
Net income (loss) per share attributable to common stockholders (1)
Basic		$ 0.24		$ (0.56)		$ 0.04		$ (1.59)
Diluted		$ 0.24		$ (0.56)		$ 0.04		$ (1.59)

(1)  Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a net loss

exists as the effect would be an antidilutive per share amount.

NATIONAL HEALTHCARE PROPERTIES, INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(In thousands, except per share data)

(Unaudited)

		Three months ended
		Q3 2026		Q3 2025
Net income (loss) attributable to common stockholders		$ 17,778		$ (15,881)
Adjustments:
Impairment charges		6,874		6,641
Acquisition and transaction related		875		91
General and administrative		7,806		5,671
Depreciation and amortization		24,417		18,029
Gain on sale of real estate investments		(38,298)		(626)
Interest expense		12,159		15,060
Interest and other income, net		(981)		(294)
Loss on extinguishment of debt		427		—
Loss on non-designated derivatives		64		77
Income tax (benefit) expense		(97)		66
Net income attributable to non-controlling interests		61		21
Allocation for preferred stock		2,401		3,326
NOI		$ 33,486		$ 32,181
NOI by Segment
OMF		$ 15,436		$ 20,631
SHOP		18,050		11,550
Total NOI		$ 33,486		$ 32,181

(1)Certain 2025 amounts have been reclassified from general and administrative to property operating and maintenance

to align with the current period presentation.

NATIONAL HEALTHCARE PROPERTIES, INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(In thousands, except per share data)

(Unaudited)

		Three months ended
		Q3 2026		Q3 2025
Net income (loss) attributable to common stockholders		$ 17,778		$ (15,881)
Depreciation and amortization on real estate assets		22,856		16,647
Impairment charges		6,874		6,641
Gain on sale of real estate		(38,298)		(626)
Depreciation on real estate assets related to non-controlling interests		—		(73)
FFO attributable to common stockholders		9,210		6,708
Acquisition and transaction related		875		91
Derivatives mark-to-market and terminations (1)		(1,105)		911
Casualty-related charges, net		58		115
Loss on extinguishment of debt		427		—
Normalizing items related to non-controlling interests		(27)		(10)
Other normalizing items, net (2)		4,209		—
Normalized FFO attributable to common stockholders		$ 13,647		$ 7,815
FFO and Normalized FFO weighted average shares outstanding — Diluted (3)		73,234		28,549
FFO per common share — Diluted		$ 0.13		$ 0.23
Normalized FFO per common share — Diluted		$ 0.19		$ 0.27
Other Items:
(Accretion) amortization of market lease and other intangibles, net		$ (139)		$ (174)
Straight-line rent adjustments		(387)		(753)
Equity-based compensation		2,134		1,333
Depreciation and amortization on non-real estate assets		1,562		1,382
Amortization of deferred financing costs and mortgage discounts or premiums		1,032		761
Recurring Capital Expenditures		(4,019)		(4,452)

(1) For Q3 2026, includes $1.4 million of amortization reclassified from OCI to earnings (reduced interest expense)

from a swap termination.

(2) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026.

(3) For Q3 2026, reflects 73,264 common shares and dilutive equity awards and units outstanding as of September 30,

2026, including 355 unvested share-based awards and 234 Common OP units.

NATIONAL HEALTHCARE PROPERTIES, INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(In thousands, except per share data)

(Unaudited)

		Three months ended
		Q3 2026		Q2 2026		Q1 2026		Q4 2025		Q3 2025
Net income (loss) (in accordance with GAAP)		$ 20,240		$ (5,386)		$ (4,281)		$ (22,802)		$ (12,534)
Interest expense		12,159		12,723		14,671		15,856		15,060
Income tax (benefit) expense		(97)		47		77		101		66
Depreciation and amortization		24,417		17,811		17,738		17,987		18,029
EBITDA		56,719		25,195		28,205		11,142		20,621
Acquisition and transaction related		875		130		53		(123)		91
Equity-based compensation		2,134		1,614		612		682		1,333
Severance and related costs (1)		—		—		—		2,907		—
Impairment charges		6,874		3,780		—		11,162		6,641
(Gain) loss on sale of real estate investments		(38,298)		—		2		467		(626)
Loss (gain) on non-designated derivatives		64		47		(189)		26		77
Loss on extinguishment of debt		427		—		—		—		—
Accretion of market lease and other intangibles, net		(139)		(147)		(147)		(165)		(174)
Casualty-related charges, net		58		7		142		627		115
Other normalizing items, net (2)		4,209		21		—		—		—
Adjusted EBITDA		32,923		30,647		28,678		26,725		28,078
Adjustment for current period activity		(364)		1,980		13		429
Further Adjusted EBITDA		$ 32,559		$ 32,627		$ 28,691		$ 27,154
Net Leverage (Net debt / Annualized Adjusted EBITDA)		5.5 x		4.9 x		8.6 x		9.2 x		8.8 x
Net debt / Annualized Further Adjusted EBITDA		5.6 x		4.6 x		8.6 x		9.0 x

(1) Represents cash severance, acceleration of equity vesting and other related expenses in connection with the transition

of the chief financial officer role in 2025.

(2) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026.

NATIONAL HEALTHCARE PROPERTIES, INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

(In thousands, except share, per share and property data)

(Unaudited)

		Three months ended
		Q3 2026		Q3 2025
OMF Segment
OMF segment - revenue from tenants		$ 22,341		$ 29,022
OMF segment - property operating and maintenance		(6,905)		(8,391)
OMF segment NOI		15,436		20,631
Straight line rent adjustments (1)		3,878		(754)
(Accretion) amortization of market lease and other intangibles, net		(145)		(164)
OMF segment Cash NOI		19,169		19,713
Dispositions		(2,485)		(3,420)
Non-Core properties (2)		(9,488)		(9,075)
OMF segment Same Store Cash NOI		$ 7,196		$ 7,218

(1) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026.

(2) Includes a redevelopment property that is under a definitive purchase and sale agreement.

		Three months ended
		Q3 2026		Q3 2025
SHOP Segment
SHOP segment - revenue from tenants		$ 80,721		$ 57,004
SHOP segment - property operating and maintenance		(62,671)		(45,454)
SHOP segment NOI		18,050		11,550
Non-cash adjustments		6		(9)
SHOP segment Cash NOI		18,056		11,541
Acquisitions		(5,471)		—
Dispositions		441		329
Non-Core properties		489		22
SHOP segment Same Store Cash NOI		$ 13,515		$ 11,892

		OMF		SHOP		Land		Total
Total properties as of June 30, 2026		130		39		1		170
Acquisitions		—		22		—		22
Dispositions		(30)		(1)		—		(31)
Total properties as of September 30, 2026		100		60		1		161
Non-Core properties		(40)		(1)		—		(41)
Acquisitions		—		(24)		—		(24)
Same Store properties as of September 30, 2026		60		35		1		96

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