NHP launches $100M tender offer at $22.50 per share

National Healthcare Properties, Inc. (NHP) launched issuer tender offers to purchase up to an aggregate $100,000,000 in cash of its preferred stock.

Rhea-AI Filing Summary

National Healthcare Properties, Inc. (NHP) launched issuer tender offers to purchase up to an aggregate $100,000,000 in cash of its preferred stock. The Company will pay $22.50 per share for each outstanding 7.375% Series A and 7.125% Series B cumulative redeemable perpetual preferred share, each less any applicable withholding taxes and without interest. The Offers are made pursuant to an Offer to Purchase dated May 18, 2026 and are subject to the terms, conditions and procedures set forth therein.

Insights

Corporate Finance

Issuer self-tender for preferred shares totaling $100 million at $22.50 per share.

The Company proposes to repurchase up to $100,000,000 of its Series A and Series B perpetual preferred stock at $22.50 per share under the Offer to Purchase dated May 18, 2026. This is a cash-funded issuer tender governed by the Offerto Purchase and related Letter of Transmittal.

Key dependencies include the conditions and procedures in Section 6 and the stated Source and Amount of Funds in Section 8 of the Offer to Purchase. Subsequent filings prior to expiration may amend terms or update outcomes.

Corporate & Securities Counsel

The transaction is structured as an issuer tender under Schedule TO with incorporated Offer to Purchase terms.

The Schedule TO incorporates the Offer to Purchase, Letter of Transmittal and related exhibits and is intended to satisfy Rule 13e-4(c)(2) reporting. The filing references procedural sections including withdrawal rights, proration rules, and tax consequences.

Material legal items to watch in subsequent filings include any amendments, regulatory approvals or changes to offer conditions; cash-flow treatment and source of funds are described in the Offer to Purchase.

Key Figures

Aggregate purchase capacity: $100,000,000 Purchase price per share: $22.50 per share Series A dividend rate: 7.375% +2 more

5 metrics

Aggregate purchase capacity $100,000,000 maximum aggregate purchase price for the Offers

Purchase price per share $22.50 per share price for Series A and Series B preferred shares

Series A dividend rate 7.375% 7.375% Series A cumulative redeemable perpetual preferred stock

Series B dividend rate 7.125% 7.125% Series B cumulative redeemable perpetual preferred stock

Offer to Purchase date May 18, 2026 date of the Offer to Purchase incorporated into Schedule TO

Key Terms

Schedule TO, Offer to Purchase, Letter of Transmittal, Guaranteed Delivery

4 terms

Schedule TO regulatory

"This Tender Offer Statement on Schedule TO (this Schedule TO) is being filed"

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.

Offer to Purchase financial

"offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal financial

"the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits"

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.

Guaranteed Delivery procedural

"Notice of Guaranteed Delivery"

Guaranteed delivery is a promise in securities transactions that a buyer or seller will receive the agreed shares or cash even if paperwork, payment, or regulatory clearances are not completed at the moment the deal is announced. Think of it as a short-term IOU that lets a trade settle on schedule while the missing pieces are finalized; for investors it reduces the risk of a failed transaction and keeps offerings or block trades from being delayed or canceled.

FAQ

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

What is the size and price of NHP's tender offers?

The Company offers to repurchase up to $100,000,000 aggregate in preferred stock at $22.50 per share. The offer applies to both Series A and Series B preferred shares as described in the Offer to Purchase.

Which securities are eligible for NHP's offers?

Eligible securities are the 7.375% Series A and 7.125% Series B cumulative redeemable perpetual preferred shares. Each series is purchasable at the stated $22.50 per share price, subject to withholding taxes.

Where are the terms and procedures for tendering detailed?

Terms, procedures, withdrawal rights and conditions are set forth in the Offer to Purchase dated May 18, 2026 and the related Letter of Transmittal, which are incorporated by reference in the Schedule TO.

How will NHP fund the tender offers?

The filing references Source and Amount of Funds in Section 8 of the Offer to Purchase. The Schedule TO incorporates that section by reference for details on the cash funding plan for the offers.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/18/2026 - 09:28 AM 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

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)

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed 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.” The Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All information included in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in response to all items of this Schedule TO, as more particularly set forth below.

ITEM 1.
SUMMARY TERM SHEET

The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

ITEM 2.
SUBJECT COMPANY INFORMATION

(a) Name and Address: The name of the subject company is National Healthcare Properties, Inc. The address of its principal executive office is 540 Madison Avenue, 27^th Floor, New York, NY 10022 and its telephone number is (332) 258-8770.

(b) Securities: The information set forth in the section captioned “Introduction” of the Offer to Purchase is incorporated herein by reference.

(c) Trading Market and Price: The information set forth in Section 7 (“Price of Series A Shares and Series B Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON

(a) Name and Address: The filing person is the subject company. The information set forth under Item 2(a) above and in Section 9 (“Certain Information Concerning Us”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

ITEM 4.
TERMS OF THE TRANSACTION

(a) Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 1 (“Number of Shares; Priority; Odd Lots; Proration”), Section 2 (“Purpose of the Offers; Effects of the Offers”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditions of the Offers”), Section 8 (“Source and Amount of Funds”), Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 12 (“Certain U.S. Federal Income Tax Consequences”), Section 13 (“Extension of the Offers; Termination; Amendment”) and Section 15 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.

(b) Purchases: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

ITEM 5.
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(e) Agreements Involving the Subject Company’s Securities: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

1

ITEM 6.
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a) Purposes: The information set forth in the section captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference.

(b) Use of the Securities Acquired: The information set forth in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference.

(c) Plans: The information set forth in Section 2 (“Purpose of the Offers; Effects of the Offers”) of the Offer to Purchase is incorporated herein by reference.

ITEM 7.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) Source of Funds: The information set forth in the section captioned “Summary Term Sheet” and in Section 8 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

(b) Conditions: Not applicable.

(d) Borrowed Funds: Not applicable.

ITEM 8.
INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) Securities Ownership: The information set forth in Section 10 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

(b) Securities Transactions: The information set forth in Section 10 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

ITEM 9.
PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Solicitations or Recommendations: The information set forth in Section 14 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

ITEM 10.
FINANCIAL STATEMENTS

Not applicable.

ITEM 11.
ADDITIONAL INFORMATION

(a) Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and Section 11 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.

(c) Other Material Information: The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Offers to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

2

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).
(b)			Not applicable.
(d)(1)			Not applicable.
(g)			Not applicable.
(h)			Not applicable.
107			Filing Fee Table.

ITEM 13.
INFORMATION REQUIRED BY SCHEDULE 13E-3

Not applicable.

3

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.
Dated: May 18, 2026			By:			/s/ Michael Anderson
						Name: Michael Anderson
						Title: Chief Executive Officer and President

4