NHP announces final results of $100M preferred tender

National Healthcare Properties, Inc. amended its Schedule TO to report final results for its cash tender offers to purchase up to $100 million aggregate principal of its preferred stock.

Rhea-AI Filing Summary

National Healthcare Properties, Inc. amended its Schedule TO to report final results for its cash tender offers to purchase up to $100 million aggregate principal of its preferred stock. The offers covered the 7.375% Series A and 7.125% Series B perpetual preferred shares at $22.50 per share. The amendment states the company issued a press release on June 22, 2026 announcing the final results and that the company will promptly pay for shares accepted for purchase in cash, less applicable withholding taxes and without interest.

Insights

Capital Markets Analyst

TL;DR: The company completed a capped, cash tender to repurchase preferred shares at a fixed price.

The filing amends the Schedule TO to add a June 22, 2026 press release with final results for the Offers that were structured as purchases at $22.50 per share and capped at an $100 million aggregate purchase price. This confirms the transaction mechanics and the company’s commitment to pay accepted holders in cash, net of withholding.

Key dependencies include the number of shares accepted and timing of settlement; cash outflow equals the accepted shares times $22.50. Subsequent filings or the cited press release will show accepted share counts and settlement timing.

Corporate Finance Counsel

TL;DR: Amendment documents final results and references executed disclosure exhibits.

The Amendment No. 2 incorporates a press release as Exhibit (a)(5)(iii) and reiterates the Offer documents (Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery). It lists previously filed exhibits including a June 17, 2026 press release and the original Schedule TO filings.

This is a routine post-offer disclosure; material settlement details such as exact shares accepted and aggregate cash paid will be available in the referenced press release and related closing documents.

Key Figures

Aggregate purchase cap: $100 million Purchase price per share: $22.50 per share Amendment press release date: June 22, 2026 +3 more

6 metrics

Aggregate purchase cap $100 million maximum aggregate purchase price for the Offers

Purchase price per share $22.50 per share Series A and Series B purchase price in cash

Amendment press release date June 22, 2026 date company issued press release announcing final results

Original Schedule TO filing May 18, 2026 date original Schedule TO was filed

Series A CUSIP 42226B204 CUSIP for 7.375% Series A preferred

Series B CUSIP 42226B303 CUSIP for 7.125% Series B preferred

Key Terms

tender offer, Schedule TO, 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"

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.

Schedule TO regulatory

"This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal regulatory

"information contained in the Schedule TO, Offer to Purchase, the related Letter of Transmittal"

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 regulatory

"the related Letter of Transmittal, and 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 announce about its preferred stock tender offer?

NHP announced final results for its preferred tender offers and filed an amendment to Schedule TO. The amendment states the company issued a June 22, 2026 press release and will promptly pay for shares accepted for purchase in cash, less withholding taxes.

What securities were covered by NHP's offers?

The offers covered 7.375% Series A and 7.125% Series B cumulative redeemable perpetual preferred stocks. Each series was offered at a purchase price of $22.50 per share in cash, subject to applicable withholding taxes.

How large was the aggregate cap on NHP's tender offers?

The Offers were limited to a maximum aggregate purchase price of $100 million. That cap represents the upper bound on cash the company committed to spend to repurchase submitted preferred shares at $22.50 per share.

When did NHP file and amend the Schedule TO for these Offers?

The Schedule TO was originally filed on May 18, 2026 and previously amended on June 17, 2026. Amendment No. 2 adds a June 22, 2026 press release announcing final results.

How will accepted holders be paid for tendered shares?

Accepted holders will be paid in cash promptly, less any applicable withholding taxes and without interest. The Amendment states the company will promptly pay for shares accepted for purchase in the Offers in cash, net of withholding.

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

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Accepted by SEC EDGAR 06/22/2026 - 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. 2)

______________________

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. 2 TO SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) 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 amended by Amendment No. 1 filed on June 17, 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. 2 by reference.

The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to indicate that, on June 22, 2026, the Company issued a press release announcing the final 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 22, 2026, the Company issued a press release announcing the final results of the Offers. A copy of such press release is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.

The Company will promptly pay for the shares accepted for purchase in the Offers in cash, less any applicable withholding taxes and without interest.

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.
(a)(5)(iii)		Press Release dated June 22, 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.
			By:		/s/ Michael Anderson
					Name: Michael Anderson
Dated: June 22, 2026					Title: Chief Executive Officer and President