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  4. [8-K] National Healthcare Properties, Inc. Reports Material Event

National Healthcare Properties (NHP) sells 44.3M common shares in underwritten deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

National Healthcare Properties, Inc. entered into an Underwriting Agreement and closed a registered underwritten public offering of 38,500,000 shares of its Class A common stock under an effective Form S-11 registration statement. On April 24, 2026, the underwriters exercised their option to purchase an additional 5,775,000 shares to cover overallotments, with that closing expected on April 28, 2026. The agreement with Wells Fargo Securities, Morgan Stanley, BMO Capital Markets and other underwriters includes customary representations, covenants, indemnification and termination provisions.

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Insights

Large common stock offering adds equity capital but increases share count.

National Healthcare Properties completed a registered underwritten offering of 38,500,000 Class A common shares, with underwriters exercising an option for another 5,775,000 shares. Multiple major banks acted as underwriters under a standard Underwriting Agreement.

This structure is typical for sizable equity raises, particularly for real estate and income-oriented companies that rely on external capital. The filing highlights customary covenants and indemnification but does not detail pricing, proceeds or intended uses in this excerpt.

The overallotment exercise suggests sufficient demand for the offering, though the larger share count can dilute existing holders. Actual impact depends on the final proceeds, deployment of capital and any subsequent disclosures in periodic reports or supplemental materials.

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.
Primary shares offered 38,500,000 shares Registered underwritten public offering of Class A common stock
Overallotment option shares 5,775,000 shares Underwriters’ option exercised to cover overallotments
Registration statement form Form S-11 Effective registration used for the Class A common stock offering
Underwriting Agreement date April 21, 2026 Date of Underwriting Agreement with the underwriters
Initial closing date April 23, 2026 Closing of the 38,500,000-share offering
Expected closing for option shares April 28, 2026 Scheduled closing for 5,775,000 overallotment shares
Underwriting Agreement financial
"The Underwriting Agreement contains customary representations, warranties, covenants and agreements"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
overallotments financial
"the underwriters exercised their option to purchase an additional 5,775,000 shares ... to cover overallotments"
An overallotment, often called a "greenshoe" option, is a short-term right given to underwriters of a new stock offering to sell up to about 15% more shares than planned. It matters to investors because it lets underwriters smooth the stock’s post-offering price—if demand falls they buy back extra shares to support the price, and if demand stays strong they exercise the option to supply more shares—reducing abrupt swings like a shock absorber for the market.
registration statement on Form S-11 regulatory
"pursuant to its registration statement on Form S-11 (File No. 333-294895)"
A registration statement on Form S-11 is a detailed disclosure document filed with the U.S. Securities and Exchange Commission when certain real estate companies or similar issuers offer securities to the public. It lays out the company’s business, properties, financial statements, risks, and the terms of the offering — like a product label or instruction sheet — so investors can judge the investment’s nature and safety before deciding to buy.
Cumulative Redeemable Perpetual Preferred Stock financial
"7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share"
A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.
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.
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Understanding 8-K Material Events →
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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): April 21, 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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.01 par value per shareNHPThe Nasdaq Global Market
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per shareNHPAPThe Nasdaq Global Market
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per shareNHPBPThe 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 Definitive Agreement.

On April 23, 2026, National Healthcare Properties, Inc. (the “Company”) closed its registered underwritten public offering (the “Offering”) of 38,500,000 shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”) pursuant to its registration statement on Form S-11 (File No. 333-294895) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company entered into an Underwriting Agreement, dated April 21, 2026, by and among the Company, National Healthcare Properties Operating Partnership, L.P. (the “Operating Partnership”), Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and BMO Capital Markets Corp., as representatives of the several underwriters named therein (the “Underwriting Agreement”).

On April 24, 2026, the underwriters exercised their option to purchase an additional 5,775,000 shares of Class A Common Stock (the “Option Shares”) to cover overallotments in connection with the Offering. The purchase and sale of the Option Shares are expected to close on April 28, 2026.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company and the Operating Partnership, customary conditions to closing, indemnification obligations of the Company, the Operating Partnership and the underwriters, including for liabilities under the Securities Act, certain other obligations of the parties and termination provisions.

The material terms of the Underwriting Agreement are qualified in their entirety by the agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
1.1
Underwriting Agreement, dated April 21, 2026, by and among National Healthcare Properties, Inc., National Healthcare Properties Operating Partnership, L.P., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and BMO Capital Markets Corp., as representatives of the several underwriters named therein
104Cover 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: April 27, 2026
By:
/s/ Andrew T. Babin
 
Andrew T. Babin
Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did National Healthcare Properties (NHP) announce in this 8-K filing?

National Healthcare Properties reported closing a registered underwritten public offering of 38,500,000 Class A common shares. Underwriters also exercised an option for 5,775,000 additional shares, indicating a sizable equity issuance supported by a syndicate of major investment banks.

How many National Healthcare Properties (NHP) shares are being sold in the offering?

The company completed an offering of 38,500,000 Class A common shares. In addition, underwriters exercised an option for 5,775,000 extra shares to cover overallotments, bringing the total number of shares involved in the transaction to 44,275,000.

Which banks underwrote the National Healthcare Properties (NHP) stock offering?

Wells Fargo Securities, Morgan Stanley & Co. and BMO Capital Markets served as representatives of the underwriters. They entered into an Underwriting Agreement with National Healthcare Properties and its operating partnership to manage the large Class A common stock offering.

What is the purpose of the underwriters’ option in the NHP offering?

The underwriters’ option allows them to purchase additional shares to cover overallotments in the offering. In this case, they exercised the option for 5,775,000 Class A common shares, expanding the total number of shares issued beyond the initial 38,500,000.

When is the closing of the National Healthcare Properties (NHP) overallotment shares expected?

The purchase and sale of the 5,775,000 overallotment shares are expected to close on April 28, 2026. This follows the initial closing of the 38,500,000-share offering completed earlier under the company’s effective Form S-11 registration statement.

What kind of agreement governs the NHP stock offering?

The transaction is governed by an Underwriting Agreement dated April 21, 2026, between National Healthcare Properties, its operating partnership and the underwriters. It includes customary representations, covenants, closing conditions, indemnification obligations and termination provisions typical for public equity offerings.

Filing Exhibits & Attachments

5 documents

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