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

FFO doubles as National Healthcare Properties (Nasdaq: NHP) pivots to senior housing

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

Rhea-AI Filing Summary

National Healthcare Properties, Inc. reported first quarter 2026 results showing strong operating improvement but a GAAP net loss. Net loss attributable to common stockholders was $7.6 million, or $0.27 per share, while Nareit FFO reached $0.31 per diluted share and Normalized FFO was $0.26 per diluted share.

Same Store Cash NOI grew 12.0% year-over-year, led by 24.0% growth in the senior housing operating (SHOP) segment, where occupancy rose to 83.8% and margins expanded. The outpatient medical facility (OMF) segment delivered 5.5% Same Store Cash NOI growth with 94.0% ending occupancy.

The company is actively reshaping its portfolio, agreeing to acquire multiple senior living communities totaling over $125 million and to sell 86 outpatient medical facilities for about $528.2 million. Net leverage improved to 8.6x, and a subsequent IPO raised $531.3 million, with $186.0 million used to pay down the revolving credit facility.

Positive

  • FFO and cash-flow metrics improved sharply, with Nareit FFO per diluted share up 121.4% year-over-year to $0.31 and Normalized FFO per diluted share doubling to $0.26.
  • Portfolio repositioning toward higher-growth senior housing is underway, combining over $125 million of announced SHOP acquisitions with a roughly $528.2 million sale of 86 outpatient medical facilities.
  • Leverage is moving lower, as Net Debt to Annualized Adjusted EBITDA fell from 9.6x to 8.6x and a $531.3 million equity raise allowed repayment of $186.0 million on the revolving credit facility.

Negative

  • None.

Insights

FFO more than doubled and leverage is trending down as NHP pivots from medical offices to senior housing.

National Healthcare Properties delivered Q1 2026 Nareit FFO of $8.7M or $0.31 per diluted share and Normalized FFO of $0.26, up 121.4% and 100.0% year-over-year. Same Store Cash NOI rose 12.0%, with the SHOP segment particularly strong at 24.0% growth and higher occupancy and margins.

The company is executing a major portfolio rotation. It agreed to buy senior living communities, including a $64.0M joint-venture portfolio and additional SHOP assets in Oregon ($26.5M) and Florida ($35.0M), while signing a deal to sell 86 outpatient medical facilities for approximately $528.2M. Full-year 2026 guidance calls for SHOP Same Store Cash NOI growth of 13.0–16.0% and OMF growth of 2.5–3.5%.

Leverage remains elevated but is improving. Net leverage declined to 8.6x Net Debt to Annualized Adjusted EBITDA from 9.6x a year earlier, and a subsequent equity offering raised $531.3M, with $186.0M used to repay the revolving credit facility. Future filings will show how quickly the large OMF sale closes, how the new SHOP acquisitions perform, and whether leverage continues to trend toward investment grade levels.

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, and exhibit attachments filed with this report.
Net loss attributable to common stockholders $7,603 thousand Q1 2026; $0.27 basic and diluted loss per share
Nareit FFO per diluted share $0.31 per share Q1 2026; up 121.4% year-over-year
Normalized FFO per diluted share $0.26 per share Q1 2026; 100.0% year-over-year increase
Same Store Cash NOI growth 12.0% Portfolio-wide year-over-year growth in Q1 2026
SHOP Same Store Cash NOI growth 24.0% Q1 2026 year-over-year; occupancy 83.8%
OMF portfolio sale price $528.2 million Agreed sale of 86 outpatient medical facilities in May 2026
Equity offering proceeds $531.3 million Post-quarter IPO of 44,275,000 Class A shares
Net leverage 8.6x Net Debt / Annualized Adjusted EBITDA at March 31, 2026; down from 9.6x
Funds From Operations financial
"Nareit defined Funds From Operations (“FFO”) of $0.31 per diluted share"
Funds from operations (FFO) measures the cash a real estate-focused company generates from its core property operations by adjusting net income to add back non-cash expenses like building depreciation and removing one-time gains or losses from property sales. Investors use FFO like a household’s monthly take-home pay—it's a clearer view of ongoing cash available to pay dividends, maintain properties and fund growth than raw accounting profit.
Normalized Funds From Operations financial
"Normalized Funds From Operations (“Normalized FFO”) of $0.26 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.
Same Store Cash Net Operating Income financial
"First quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 12.0% year-over-year"
Same store cash net operating income measures the recurring cash profit generated by a company’s locations or properties that were open for the entire comparison period, excluding one-time gains, tenant improvements or financing items. Think of it as an apples‑to‑apples view of how the existing business is performing cash-wise, without distortion from new openings or unusual events. Investors use it to judge underlying operational health and steady cash flow trends that affect dividends, valuations and management performance.
Senior Housing Operating Property (SHOP) financial
"Senior Housing Operating Property (“SHOP”) Segment"
Net Leverage financial
"Net Leverage (Net Debt as of March 31, 2026 to Annualized Adjusted EBITDA"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Adjusted EBITDA financial
"Adjusted EBITDA | | 28,678 | | 26,725"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Revenue from tenants $86,285 thousand $86,443 thousand in Q1 2025
Net loss attributable to common stockholders $7,603 thousand $5,019 thousand net loss in Q1 2025
FFO per diluted share $0.31 +121.4% year-over-year
Normalized FFO per diluted share $0.26 +100.0% year-over-year
Same Store Cash NOI growth 12.0% Portfolio year-over-year growth in Q1 2026
SHOP Same Store Cash NOI growth 24.0% Year-over-year in Q1 2026
Guidance

For full year 2026, the company guides to SHOP Same Store Cash NOI growth of 13.0–16.0%, OMF Same Store Cash NOI growth of 2.5–3.5%, acquisitions of $375–425 million, dispositions of about $528 million, G&A of $26–27 million, and Same Store recurring capital expenditures of $22–25 million.

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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): May 13, 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 2.02. Results of Operations and Financial Condition.

National Healthcare Properties, Inc. (the “Company”) issued a press release on May 13, 2026 announcing its financial results for the quarter ended March 31, 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 May 13, 2026
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: May 13, 2026
By:
/s/ Andrew T. Babin
 
Andrew T. Babin
Chief Financial Officer and Treasurer

a6098_nhpxlogoxcmykxfinala.jpg
National Healthcare Properties Reports First Quarter 2026 Results
NEW YORK, May 13, 2026 (GLOBE NEWSWIRE) — National Healthcare Properties, Inc. (Nasdaq: NHP) (the
“Company”), a self-managed real estate investment trust focused on acquiring, owning and investing in a diversified
portfolio of healthcare real estate, with an emphasis on providing senior housing to serve a growing elderly
population in the United States, today announced results for the quarter ended March 31, 2026.
Michael Anderson, Chief Executive Officer and President, commented, “Our IPO marks the culmination of years of
work to position this Company for growth and is just the beginning of what comes next. We are highly confident in
our ability to create shareholder value by executing on significant OMF dispositions and SHOP acquisitions in 2026,
decisively orienting our portfolio toward the generational opportunity we see in needs-based, private-pay senior
housing, and pursuing an investment grade balance sheet.”
Financial Performance and Other Highlights
•Net loss attributable to common stockholders of $(0.27) per basic and diluted share. Nareit defined Funds
From Operations (“FFO”) of $0.31 per diluted share and Normalized Funds From Operations (“Normalized
FFO”) of $0.26 per diluted share.
•FFO per share increased 121.4% year-over-year.
•Normalized FFO per share increased 100.0% year-over-year.
•First quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 12.0% year-over-year.
Senior Housing Operating Property (“SHOP”) Segment
•SHOP segment Same Store Cash NOI growth was 24.0% on a year-over-year basis.
•Same Store average occupancy totaled 83.8%, an increase of 2.8% on a year-over-year basis.
•Same Store revenue increased 8.4% on a year-over-year basis.
•Same Store Cash NOI Margin totaled 22.1%, an expansion of 2.7% on a year-over-year basis.
Outpatient Medical Facility (“OMF”) Segment
•OMF segment Same Store Cash NOI growth was 5.5% on a year-over-year basis.
•Same Store ending occupancy totaled 94.0%, an increase of 0.5% on a year-over-year basis.
Transactional Activity
During the first quarter of 2026, through a joint venture with Discovery Senior Living, the Company entered into a
definitive purchase and sale agreement to purchase 13 senior living communities for $64.0 million. The Company
expects to own approximately 98.5% of the joint venture. As part of this transaction, the Company will hold a right
of first refusal and purchase option on an additional 13 senior living communities managed by Discovery Senior
Living. Closing of the acquisition is subject to closing conditions and applicable regulatory approvals as specified in
the purchase and sale agreement.
In April 2026, the Company entered into a definitive purchase and sale agreement to acquire a $26.5 million SHOP
in Oregon with 88 assisted living units. This transaction is expected to close in the second or third quarter of 2026,
subject to closing conditions and applicable regulatory approvals as specified in the purchase and sale agreement.
In May 2026, the Company entered into a definitive purchase and sale agreement to acquire a $35.0 million SHOP
in Florida with 108 assisted living and 22 memory care units. This transaction is expected to close in the third
quarter of 2026, subject to closing conditions and applicable regulatory approvals as specified in the purchase and
sale agreement.
a6098_nhpxlogoxcmykxfinala.jpg
In May 2026, the Company entered into a definitive purchase and sale agreement to sell a portfolio of 86 outpatient
medical facilities for approximately $528.2 million, including approximately $278.0 million of secured debt to be
defeased or assumed by the potential purchaser. Closing of the sale is subject to completion by the purchaser of its
due diligence, approval by the lenders of loan assumption and other customary closing conditions as specified in the
purchase and sale agreement.
Balance Sheet and Capital
As of March 31, 2026, total debt outstanding (net of discounts and unamortized debt issuance costs) was
approximately $1.0 billion with a weighted average economic interest rate of 5.69% (when giving effect to interest
rate hedges and caps) and an average remaining term of 3.6 years.
Net Leverage (Net Debt as of March 31, 2026 to Annualized Adjusted EBITDA for the quarter ended March 31,
2026) improved 1.0x from 9.6x as of March 31, 2025 to 8.6x as of March 31, 2026.
Subsequent to quarter end, the Company completed a public offering of 44,275,000 shares of its Class A common
stock, raising gross proceeds of $531.3 million, and listed its Class A common stock on the NASDAQ under the
symbol “NHP”. Net offering proceeds were used to repay $186.0 million of outstanding debt on the Company's
revolving credit facility. This reduction in outstanding debt further improved the Company’s leverage.
Preferred Stock
On March 26, 2026, the Board of Directors declared dividends on the Company's outstanding preferred stock as
follows:
•A dividend of $0.4609375 per share on its 7.375% Series A Preferred Stock to holders of record at the
close of business on April 6, 2026. The dividend was paid on April 15, 2026.
•A dividend of $0.4453125 per share on its 7.125% Series B Preferred Stock to holders of record at the close
of business on April 6, 2026. The dividend was paid on April 15, 2026.
Full Year 2026 Guidance
For the full year 2026, the Company has established the following guidance ranges:
•SHOP Same Store Cash NOI growth of 13.0% to 16.0%
•OMF Same Store Cash NOI growth of 2.5% to 3.5%
•Acquisitions of approximately $375 million to $425 million
•Dispositions of approximately $528 million
•General and administrative expense of approximately $26 million to $27 million, including equity-based
compensation of $5 million to $6 million
•Same Store Recurring Capital Expenditures of $22 million to $25 million
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.
a6098_nhpxlogoxcmykxfinala.jpg
About National Healthcare Properties
National Healthcare Properties, Inc. (Nasdaq: NHP) is a self-managed real estate investment trust focused on
acquiring, owning and investing in a diversified portfolio of healthcare real estate, with an emphasis on providing
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. 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 (including certain
expenses directly related to the Internalization and the Reverse Stock-Split); (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.
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)
March 31, 2026
December 31, 2025
ASSETS
Real estate investments, at cost:
Land
$174,535
$174,535
Buildings, fixtures and improvements
1,789,349
1,785,952
Acquired intangible assets
246,544
246,544
Construction in progress
3,752
2,994
Total real estate investments, at cost
2,214,180
2,210,025
Less: accumulated depreciation and amortization
(707,160)
(691,200)
Total real estate investments, net
1,507,020
1,518,825
Cash and cash equivalents
52,809
57,620
Restricted cash
53,790
50,832
Derivative assets, at fair value
1,395
569
Straight-line rent receivable, net
21,755
21,486
Operating lease right-of-use assets
7,275
7,377
Prepaid expenses and other assets, net
22,290
23,019
Accounts receivable, net
9,193
9,252
Deferred costs, net
22,535
22,792
Total assets
$1,698,062
$1,711,772
LIABILITIES AND EQUITY
Liabilities
Mortgage notes payable, net
$367,723
$367,629
Fannie Mae and other secured debt
333,296
334,739
Revolving credit facility
186,000
186,000
Term loan, net
148,539
148,405
Market lease intangible liabilities, net
4,616
4,851
Derivative liabilities, at fair value
—
188
Accounts payable and accrued expenses
42,702
44,381
Operating lease liabilities
8,378
8,467
Deferred rent
6,925
9,247
Distributions payable
3,340
3,340
Total liabilities
1,101,519
1,107,247
Commitments and contingencies
Equity
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par
value, 4,608 authorized
38
38
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par
value, 3,467 authorized
35
35
Common stock, $0.01 par value, 300,000 shares authorized
1,132
1,132
Additional paid-in capital
2,531,539
2,531,315
Accumulated other comprehensive income
5,076
5,604
Distributions in excess of accumulated earnings
(1,945,664)
(1,938,060)
Total stockholders’ equity
592,156
600,064
Non-controlling interests
4,387
4,461
Total equity
596,543
604,525
Total liabilities and equity
$1,698,062
$1,711,772
NATIONAL HEALTHCARE PROPERTIES, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
Three months ended March 31,
2026
2025
Revenue from tenants
$86,285
$86,443
Operating expenses:
Property operating and maintenance
52,918
57,856
Impairment charges
—
11,899
Acquisition and transaction related
53
51
General and administrative
5,467
4,896
Depreciation and amortization
17,738
23,706
Total expenses
76,176
98,408
Operating income (loss) before (loss) gain on sale of real estate investments
10,109
(11,965)
(Loss) gain on sale of real estate investments
(2)
24,989
Operating income
10,107
13,024
Other income (expense):
Interest expense
(14,671)
(14,529)
Interest and other income (expense), net
171
(15)
Gain (loss) on non-designated derivatives
189
(1)
Total other expense, net
(14,311)
(14,545)
Loss before income taxes
(4,204)
(1,521)
Income tax (expense) benefit
(77)
6
Net loss
(4,281)
(1,515)
Net income attributable to non-controlling interests
(28)
(54)
Allocation for preferred stock
(3,294)
(3,450)
Net loss attributable to common stockholders
(7,603)
(5,019)
Other comprehensive loss:
Unrealized loss on designated derivatives
(528)
(4,994)
Comprehensive loss attributable to common stockholders
$(8,131)
$(10,013)
Weighted-average shares outstanding — Basic and Diluted (1)
28,336
28,296
Net loss per share attributable to common stockholders — Basic and Diluted (1)
$(0.27)
$(0.18)
(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
Q1 2026
Q1 2025
Net loss attributable to common stockholders
$(7,603)
$(5,019)
Adjustments:
Impairment charges
—
11,899
Acquisition and transaction related
53
51
General and administrative
5,467
4,896
Depreciation and amortization
17,738
23,706
Loss (gain) on sale of real estate investments
2
(24,989)
Interest expense
14,671
14,529
Interest and other (income) expense, net
(171)
15
(Gain) loss on non-designated derivatives
(189)
1
Income tax expense (benefit)
77
(6)
Net (income) loss attributable to non-controlling interests
28
54
Allocation for preferred stock
3,294
3,450
NOI
$33,367
$28,587
NOI by Segment
OMF
$20,604
$19,150
SHOP
12,763
9,437
Total NOI
$33,367
$28,587
(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
Q1 2026
Q1 2025
Net loss attributable to common stockholders
$(7,603)
$(5,019)
Depreciation and amortization on real estate assets
16,406
22,281
Impairment charges
—
11,899
Loss (gain) on sale of real estate
2
(24,989)
Depreciation on real estate assets related to non-controlling interests
(72)
(56)
FFO attributable to common stockholders
8,733
4,116
Acquisition and transaction related
53
51
Derivatives mark-to-market and terminations (1)
(1,389)
(531)
Casualty-related charges, net
142
115
Normalizing items related to non-controlling interests
(4)
(19)
Normalized FFO attributable to common stockholders
$7,535
$3,732
FFO and Normalized FFO weighted average shares outstanding — Diluted
28,624
28,530
FFO per common share — Diluted
$0.31
$0.14
Normalized FFO per common share — Diluted
$0.26
$0.13
Other Items:
(Accretion) amortization of market lease and other intangibles, net
$(147)
$2,331
Straight-line rent adjustments
(268)
(1,023)
Equity-based compensation
612
—
Depreciation and amortization on non-real estate assets
1,332
1,425
Amortization of deferred financing costs and mortgage discounts or premiums
1,044
858
Recurring Capital Expenditures
(2,918)
(6,658)
(1) For the three months ended March 31, 2026 and 2025, include gains reclassified from other comprehensive income
to earnings (recorded as a reduction to interest expense) relating to a terminated swap and a partial unwind of a hedge,
respectively.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except per share data)
(Unaudited)
Three months ended
Q1 2026
Q4 2025
Q3 2025
Q2 2025
Q1 2025
Net loss (in accordance with GAAP)
$(4,281)
$(22,802)
$(12,534)
$(20,834)
$(1,515)
Interest expense
14,671
15,856
15,060
15,836
14,529
Income tax expense (benefit)
77
101
66
—
(6)
Depreciation and amortization
17,738
17,987
18,029
18,539
23,706
EBITDA
28,205
11,142
20,621
13,541
36,714
Acquisition and transaction related
53
(123)
91
497
51
Equity-based compensation
612
682
1,333
570
—
Severance and related costs (1)
—
2,907
—
—
—
Impairment charges
—
11,162
6,641
15,212
11,899
Loss (gain) on sale of real estate investments
2
467
(626)
(2,652)
(24,989)
(Gain) loss on non-designated derivatives
(189)
26
77
(32)
1
Gain on extinguishment of debt
—
—
—
(257)
—
(Accretion) amortization of market lease and other
intangibles, net
(147)
(165)
(174)
(135)
2,331
Casualty-related charges, net
142
627
115
7
115
Adjusted EBITDA
28,678
26,725
28,078
26,751
26,122
Adjustment for current period activity
13
429
Further Adjusted EBITDA
$28,691
$27,154
Net Leverage (Net debt / Annualized Adjusted
EBITDA)
8.6x
9.2x
8.8x
9.2x
9.6x
Net debt / Annualized Further Adjusted EBITDA
8.6x
9.0x
(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.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except share, per share and property data)
(Unaudited)
Three months ended
Q1 2026
Q1 2025
OMF Segment
OMF segment - revenue from tenants
$28,654
$30,635
OMF segment - property operating and maintenance
(8,050)
(11,485)
OMF segment NOI
20,604
19,150
Straight line rent adjustments
(268)
(1,021)
(Accretion) amortization of market lease and other intangibles, net
(141)
2,335
OMF segment Cash NOI
20,195
20,464
Dispositions
18
(1,380)
Redevelopment
92
160
OMF segment Same Store Cash NOI
$20,305
$19,244
Three months ended
Q1 2026
Q1 2025
SHOP Segment
SHOP segment - revenue from tenants
$57,631
$55,808
SHOP segment - property operating and maintenance
(44,868)
(46,371)
SHOP segment NOI
12,763
9,437
Non-cash adjustments
(6)
(4)
SHOP segment Cash NOI
12,757
9,433
Dispositions
(4)
851
SHOP segment Same Store Cash NOI
$12,753
$10,284
OMF
SHOP
Land
Total
Total properties as of December 31, 2025
130
37
1
168
Dispositions
—
—
—
—
Total properties as of March 31, 2026
130
37
1
168
Redevelopments
(1)
—
—
(1)
Same Store properties as of March 31, 2026
129
37
1
167

Source: View Original Filing on SEC EDGAR

FAQ

How did National Healthcare Properties (NHP) perform financially in Q1 2026?

National Healthcare Properties posted a net loss attributable to common stockholders of $7.6 million, or $0.27 per share. However, Nareit FFO was $8.7 million, or $0.31 per diluted share, and Normalized FFO reached $7.5 million, or $0.26 per diluted share.

What major acquisitions and dispositions has National Healthcare Properties announced for 2026?

The company agreed to buy 13 senior living communities through a joint venture for $64.0 million, plus additional SHOP assets in Oregon for $26.5 million and Florida for $35.0 million. It also entered an agreement to sell 86 outpatient medical facilities for about $528.2 million.

How is NHP’s leverage changing, and what is its current debt profile?

As of March 31, 2026, total debt was about $1.0 billion with a 5.69% weighted average interest rate and 3.6-year average term. Net leverage improved to 8.6x Net Debt to Annualized Adjusted EBITDA, down from 9.6x a year earlier, reflecting better cash flow coverage.

What capital actions did National Healthcare Properties take after quarter end?

After quarter end, the company completed a public offering of 44,275,000 Class A common shares, raising gross proceeds of $531.3 million, and listed its stock on Nasdaq under the symbol NHP. It used $186.0 million of net proceeds to repay borrowings on its revolving credit facility.

What full-year 2026 guidance has NHP provided for growth and capital spending?

For 2026, guidance includes SHOP Same Store Cash NOI growth of 13.0–16.0% and OMF Same Store Cash NOI growth of 2.5–3.5%. The company targets acquisitions of $375–425 million, dispositions of about $528 million, G&A of $26–27 million, and Same Store recurring capital expenditures of $22–25 million.

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