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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): August 3, 2026
National Healthcare Properties, Inc.
(Exact Name of Registrant as Specified in Charter)
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| 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
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(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.01 par value per share | | NHP | | The Nasdaq Global Market |
| 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | NHPAP | | The Nasdaq Global Market |
| 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | NHPBP | | 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 1.01. Entry into a Material Definitive Agreement.
On August 3, 2026, National Healthcare Properties, Inc. (the “Company”), National Healthcare Properties Operating Partnership, L.P. (the “Operating Partnership”), as borrower, entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto. The Credit Agreement amends and restates in its entirety the prior credit agreement, dated as of December 11, 2025 (as amended prior to the date of the Credit Agreement, the “Original Credit Agreement”), by and among the Company, the Operating Partnership, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.
The $1.2 billion Credit Agreement provides for (i) a $750 million senior unsecured revolving credit facility (the “Revolving Facility”), increased from $400 million under the Original Credit Agreement, (ii) a $300 million senior unsecured term loan facility (the “Term Loan Facility”), increased from $150 million under the Original Credit Agreement, and (iii) a new $150 million senior unsecured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Revolving Facility and the Term Loan Facility, the “Credit Facilities”), which was added to the Credit Agreement. The Credit Agreement also provides that, subject to customary conditions, including obtaining lender commitments and compliance with the financial maintenance covenants under the Credit Agreement, the Operating Partnership may seek to increase the aggregate lending commitments under the Credit Agreement by up to $1.0 billion, which increased from $450 million under the Original Credit Agreement.
The Operating Partnership currently expects to use borrowings under the Credit Facilities for general corporate and working capital purposes, which may include repayment of indebtedness, real estate acquisitions, development costs and capital expenditures.
Pursuant to the Credit Agreement, the Revolving Facility has an initial maturity date of August 3, 2030. The Term Loan Facility and the Delayed Draw Term Loan Facility have an initial maturity date of August 3, 2029. Each of the Revolving Facility and the Term Loan Facility may be extended, at the Operating Partnership’s option, for up to two additional periods of six months and one year, respectively, in each case subject to customary conditions under the Credit Agreement. Amounts repaid or prepaid under the Term Loan Facility and the Delayed Draw Term Loan Facility may not be reborrowed. The Delayed Draw Term Loan Facility is available to be drawn in up to five borrowings during the period ending approximately nine months following the date of the Credit Agreement, after which any undrawn commitments under the Delayed Draw Term Loan Facility will terminate automatically. The Operating Partnership may elect at any time and from time to time to prepay all or any portion of the loans under the Credit Facilities prior to maturity without premium or penalty, subject to payment of usual and customary breakage costs in respect of SOFR Loans (as defined in the Credit Agreement).
The interest rates applicable to loans under the Credit Facilities are, at the Operating Partnership’s option, equal to either (i) a base rate plus an applicable margin or (ii) Term SOFR or Daily Simple SOFR (each as defined in the Credit Agreement) plus an applicable margin. Prior to the satisfaction of certain investment-grade rating requirements and an election by the Operating Partnership (the “Investment Grade Election”), the applicable margin is determined based on the Company’s consolidated leverage ratio, with margins for SOFR Loans ranging from 1.05% to 1.55% per annum for revolving loans and from 1.10% to 1.80% per annum for term loans, and margins for Base Rate Loans (as defined in the Credit Agreement) ranging from 0.05% to 0.55% per annum. Following the Investment Grade Election, the applicable margin will be determined based on the Company’s credit ratings from S&P, Moody’s and/or Fitch, with margins for SOFR Loans ranging from 0.65% to 1.35% per annum for revolving loans and letters of credit and from 0.70% to 1.55% per annum for term loans and delayed draw term loans, and margins for Base Rate Loans ranging from 0.00% to 0.35% per annum for revolving loans and letters of credit and from 0.00% to 0.55% per annum for term loans and delayed draw term loans. In addition, the Operating Partnership will pay a facility fee on the daily amount of the Revolving Facility commitments, regardless of usage, ranging from 0.15% to 0.35% per annum prior to the Investment Grade Election and from 0.10% to 0.30% per annum following the Investment Grade Election, in each case based on the applicable pricing level. A commitment fee of 0.25% per annum will accrue on the undrawn amount of the Delayed Draw Term Loan Facility commencing on the date that is 90 days after the effective date of the Credit Agreement.
The Credit Facilities are guaranteed, jointly and severally, by the Company and certain indirect subsidiaries of the Company. The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company, the Operating Partnership and certain indirect subsidiaries of the Company to incur indebtedness, grant liens on their assets, make certain types of investments, engage in acquisitions, mergers or consolidations, sell assets, enter into certain transactions with affiliates and pay dividends or make distributions. The Credit Agreement also requires the Company to comply with consolidated financial maintenance covenants to be tested quarterly, including a minimum fixed charge coverage ratio, maximum leverage ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unencumbered leverage ratio, and minimum unsecured interest coverage ratio, subject to a certain cure right which allows the Operating Partnership, subject to certain limitations, to cure certain financial covenant defaults by contributing cash equity to increase EBITDA (as defined in the Credit Agreement) for the applicable period.
The Credit Agreement also contains customary events of default, including the failure to make timely payments under the Credit Facilities, any event or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency. The occurrence of an event of default under the Credit Agreement may result in all loans and other obligations becoming immediately due and payable and the Credit Facilities being terminated and allow the lenders to exercise all rights and remedies available to them.
Several of the lenders and their affiliates have provided, and they and other lenders and their affiliates may in the future provide, various investment banking, commercial banking, fiduciary and advisory services for the Company and its subsidiaries for which they have received, and may in the future receive, customary fees and expenses.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
The Company issued a press release on August 5, 2026 announcing its financial results for the quarter ended June 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2026, upon the recommendation of the Compensation and Corporate Governance Committee (the “CCG Committee”) of the Board of the Directors (the “Board”) of the Company, the Board increased the size of the Board from six to seven directors and, effective August 10, 2026, elected Albert M. Campbell to serve as a member of the Board. Mr. Campbell will serve until the 2027 annual meeting of stockholders of the Company and until his successor is duly elected and qualifies, or until his earlier death, resignation or removal.
Mr. Campbell is a seasoned financial executive with a 35-year career spanning various financial and accounting leadership roles. From 1998 to 2024, he worked with Mid-America Apartment Communities, Inc. (NYSE: MAA), a large publicly traded multifamily REIT, where Mr. Campbell held various financial positions, including Treasurer and Director of Financial Planning, before becoming Executive Vice President and Chief Financial Officer in January 2010. As Chief Financial Officer, he had responsibilities in the areas of corporate finance, treasury, investor relations, accounting, information technology, and strategic planning. He led key areas of company growth, including balance sheet restructuring, corporate mergers, systems integrations, and team building. Mr. Campbell began his career as a Certified Public Accountant with Arthur Andersen & Company before serving in various finance and accounting roles with Thomas & Betts Corporation, a former publicly held electrical parts manufacturer and distributor. He currently serves on the Board of Directors and Strategy Committee of Orgill, Inc., a large privately held distributor of hardware products, as well as on the Advisory Board of Middleburg, a large privately held developer of multifamily communities. He is a Certified Public Accountant (inactive status) and graduated magna cum laude with a Bachelor of Professional Accountancy from Mississippi State University.
The Board believes Mr. Campbell’s extensive public REIT leadership, capital markets and accounting experience makes him well qualified to serve as a member of our Board. The Board determined that Mr. Campbell is “independent” as defined under the listing standards of the Nasdaq Stock Market and the Company’s corporate governance guidelines. Effective as of Mr. Campbell’s election to the Board, Mr. Campbell will be appointed to serve on the Audit Committee, replacing Elizabeth K. Tuppeny, who will remain as chair of the CCG Committee.
There are no family relationships between Mr. Campbell and any director or executive officer of the Company, there are no arrangements or understandings between Mr. Campbell and any other persons or entities pursuant to which Mr. Campbell was elected as a director of the Company, and there are no transactions involving Mr. Campbell, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K.
In connection with his election to the Board, Mr. Campbell will enter into the Company’s standard form of indemnification agreement and will receive compensation for his service as a non-employee director, as described under the heading “Compensation of Directors” of the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026. Under the indemnification agreement, Mr. Campbell will be indemnified by the Company to the maximum extent permitted by Maryland law for certain liabilities and will be advanced certain expenses that have been incurred as a result of actions brought, or threatened to be brought, against him as a director of the Company as a result of his service, subject to the limitations set forth in the indemnification agreement.
Item 8.01. Other Events.
On August 5, 2026, the Company elected to redeem all outstanding shares of its (i) 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock", and together with the Series A Preferred Stock, the "Redeemed Shares"), in each case pursuant to Section 5(b) of the respective Articles Supplementary governing the Series A Preferred Stock and Series B Preferred Stock (each, an "Articles Supplementary"). As of the date hereof, the Company has 3,289,061 shares of Series A Preferred Stock and 2,850,427 shares of Series B Preferred Stock issued and outstanding.
On August 5, 2026, the Company sent a notice of redemption to the holders of the Series A Preferred Stock, and the Company expects to send a notice of redemption to the holders of the Series B Preferred Stock on August 7, 2026. The Company has set a redemption date of September 4, 2026 and October 6, 2026 for the Series A Preferred Stock and Series B Preferred Stock, respectively (each, a "Redemption Date"), following the required notice period set forth in the applicable Articles Supplementary. The Redeemed Shares will be redeemed at a cash redemption price of $25.00 per share, plus an amount equal to all accrued but unpaid dividends thereon (whether or not authorized or declared) to, but not including, the Redemption Date, without interest, for a total payment of $25.32 per share and $25.47 per share for the Series A Preferred Stock and Series B Preferred Stock, respectively (the "Total Redemption Payment"). From and after the Redemption Date, dividends on the Redeemed Shares will cease to accrue, the Redeemed Shares will no longer be outstanding, and all rights of the holders thereof will terminate, except for the right to receive the Total Redemption Payment, without interest.
This Current Report on Form 8-K may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements include the Company’s ability to complete the redemption of its preferred stock on the terms and timing described herein, or at all. There can be no assurance that the Company will complete such redemption. 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: the trading prices of the Serie A Preferred Stock and Series B Preferred Stock; 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description | |
10.1 | | Amended and Restated Credit Agreement, dated as of August 3, 2026, by and among National Healthcare Properties, Inc., as guarantor, National Healthcare Properties Operating Partnership, L.P., as borrower, and Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto | |
99.1 | | Press Release of National Healthcare Properties, Inc. dated August 5, 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.
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| NATIONAL HEALTHCARE PROPERTIES, INC. |
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Date: August 5, 2026 | By: | /s/ Andrew T. Babin |
| | Andrew T. Babin Chief Financial Officer and Treasurer |
National Healthcare Properties Reports Second Quarter 2026 Results
— SHOP Same Store Cash NOI increased 20.1% on a year-over-year basis —
— $400 million of 2026 SHOP acquisitions completed or under definitive agreement —
—Secured an additional $650 million of credit facility commitments at improved spreads and terms —
— Transformed net leverage profile with successful IPO —
— Appointed Albert M. Campbell to Board of Directors, including its audit committee —
NEW YORK, August 5, 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 June 30, 2026.
Michael Anderson, Chief Executive Officer and President, commented, “The second quarter marked an important
inflection point for the Company as we completed our transition to the public markets. Since then, we have executed
decisively on the outlined agenda. We closed 19 acquisitions, delivered solid organic growth across our SHOP
portfolio and also made meaningful progress towards building a balance sheet consistent with an investment-grade,
unsecured issuer. We are pleased to strengthen our Board with the addition of Al Campbell, reinforcing our
commitment to strong governance as we scale. Together, these results reflect disciplined capital allocation which the
Company expects will drive sustained value creation for our shareholders.”
Financial Performance and Recent Highlights
•Net loss attributable to common stockholders of $(0.13) per basic and diluted share. Nareit defined Funds
From Operations (“FFO”) of $0.19 per diluted share and Normalized Funds From Operations (“Normalized
FFO”) of $0.18 per diluted share.
•FFO per share was consistent year-over-year.
•Normalized FFO per share decreased (18.2)% year-over-year.
•Second quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 6.8% year-over-
year.
Senior Housing Operating Portfolio (“SHOP”) Segment:
•Same Store Cash NOI growth was 20.1% on a year-over-year basis.
•Same Store average occupancy totaled 84.1%, an increase of 1.4% on a year-over-year basis.
•Same Store RevPOR increased 5.9% on a year-over-year basis.
•Same Store Cash NOI Margin of 22.4%, an expansion of 2.3% on a year-over-year basis.
Outpatient Medical Facility (“OMF”) Segment:
•Same Store Cash NOI decreased by (0.4)% on a year-over-year basis.
•Same Store ending occupancy totaled 94.3%, an increase of 0.2% on a year-over-year basis.
Transactional Activity
Acquisitions and Pipeline
In late June 2026, the Company acquired two SHOP communities located in the Midwest with 211 total units for a
purchase price of $98 million. The communities will be managed by Senior Lifestyle Corporation.
In early July 2026, the Company acquired 16 SHOP communities comprised of 916 total units and located across
several Midwestern, Southern, Mid-Atlantic and Pacific Northwest states for an aggregate purchase price of
approximately $166 million. The communities will be managed by the Company's existing operating partners.
Thirteen of these communities were acquired through a joint venture with Discovery Senior Living. The Company
owns approximately 98.5% of the joint venture and, as part of this transaction, holds a right of first refusal and
purchase option on an additional 13 senior living communities managed by Discovery Senior Living.
In late July 2026, the Company acquired one SHOP community located in Iowa with 87 total units for a purchase
price of approximately $16 million. The community will be managed by one of the Company's existing operating
partners.
In late June 2026, the Company entered into a definitive purchase and sale agreement to acquire three SHOP
communities located in Illinois with 178 total units for a purchase price of approximately $30 million. 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.
In July 2026, the Company entered into a definitive purchase and sale agreement to acquire two SHOP communities
located in Florida with 200 total units for a purchase price of $90 million. The 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.
Non-Core SHOP Disposition
In May 2026, the Company entered into a definitive purchase and sale agreement to sell one non-core SHOP
community in California for approximately $42 million, equating to a 1.7% trailing twelve-month yield.
Balance Sheet and Capital
As of June 30, 2026, total debt outstanding (net of discounts and unamortized debt issuance costs) was
approximately $0.8 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 June 30, 2026 to Annualized Adjusted EBITDA for the quarter ended June 30, 2026)
improved 4.3x to 4.9x as of June 30, 2026 from 9.2x as of June 30, 2025.
In April 2026, the Company repaid in full the $186 million of indebtedness under its revolving facility with proceeds
from its initial public offering.
In August 2026, the Company recast 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, and (iii) a
reduction in the applicable pricing 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.
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Common and Preferred Stock
Common Stock
In April 2026, the Company completed its public offering (the “Offering”) and issued an aggregate of 44.3 million
shares of Class A common stock, $0.01 par value per share (“Class A common stock”), for aggregate gross offering
proceeds of approximately $531.3 million. In connection with the Offering, the Class A common stock became
listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “NHP” and began trading on April 22, 2026.
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.
Preferred Stock
On June 22, 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 July 2, 2026. The dividend was paid on July 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 July 2, 2026. The dividend was paid on July 15, 2026.
During the three months ended June 30, 2026, the Company completed its tender offer of previously outstanding
preferred stock with an aggregate liquidation preference of approximately $28.1 million at a weighted average yield
of 8.1%, representing a $2.50 discount to the liquidation preference of $25.00 per share and resulting in dividend
savings of $2.0 million annually.
Appointment of Albert M. Campbell to the Board of Directors
On August 4, 2026, the Board of Directors elected Albert M. Campbell to serve as a member of the Board and its
audit committee, effective August 10, 2026. Mr. Campbell is a seasoned financial executive with a 35-year career
spanning various financial and accounting leadership roles. From 1998 to 2024, he worked with Mid-America
Apartment Communities, Inc. (NYSE: MAA), a large publicly traded multifamily REIT, where Mr. Campbell held
various financial positions, including Treasurer and Director of Financial Planning, before becoming Executive Vice
President and Chief Financial Officer in January 2010. As Chief Financial Officer, he had responsibilities in the
areas of corporate finance, treasury, investor relations, accounting, information technology, and strategic planning.
He led key areas of company growth, including balance sheet restructuring, corporate mergers, systems integrations,
and team building. Mr. Campbell began his career as a Certified Public Accountant with Arthur Andersen &
Company before serving in various finance and accounting roles with Thomas & Betts Corporation, a former
publicly held electrical parts manufacturer and distributor. He currently serves on the Board of Directors and
Strategy Committee of Orgill, Inc., a large privately held distributor of hardware products, as well as on the
Advisory Board of Middleburg, a large privately held developer of multifamily communities. He is a Certified
Public Accountant (inactive status) and graduated magna cum laude with a Bachelor of Professional Accountancy
from Mississippi State University.
Revised Full Year 2026 Guidance
For the full year 2026, the Company is revising certain guidance ranges as follows:
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SHOP Same Store Cash NOI growth | | | |
OMF Same Store Cash NOI growth | | | |
| $375 million to $425 million | | $375 million to $425 million |
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General and administrative expense, including equity-based compensation | $26 million to $27 million | | $27 million to $28 million |
Equity-based compensation | | | |
Same Store Recurring Capital Expenditures | $22 million to $25 million | | $22 million to $25 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, the expected disposition of a non-core SHOP
asset, and an anticipated increase in equity-based compensation related to ongoing refreshment of our Board of
Directors.
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
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; (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)
| | | | |
| | | | |
|
Real estate investments, at cost: | | | | |
| | | | |
Buildings, fixtures and improvements | | | | |
Acquired intangible assets | | | | |
| | | | |
Total real estate investments, at cost | | | | |
Less: accumulated depreciation and amortization | | | | |
Total real estate investments, net | | | | |
Cash and cash equivalents | | | | |
| | | | |
Derivative assets, at fair value | | | | |
Straight-line rent receivable, net | | | | |
Operating lease right-of-use assets | | | | |
Prepaid expenses and other assets, net | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Mortgage notes payable, net | | | | |
| | | | |
Revolving credit facility | | | | |
| | | | |
Market lease intangible liabilities, net | | | | |
Derivative liabilities, at fair value | | | | |
Accounts payable and accrued expenses | | | | |
Operating lease liabilities | | | | |
| | | | |
| | | | |
| | | | |
Commitments and contingencies | | | | |
| | | | |
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, 4,052 authorized | | | | |
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, 2,900 authorized | | | | |
Common stock, $0.01 par value, 300,000 shares authorized | | | | |
Class A common stock, $0.01 par value, 100,0000 shares authorized | | | | |
Additional paid-in capital | | | | |
Accumulated other comprehensive income | | | | |
Distributions in excess of accumulated earnings | | | | |
Total stockholders’ equity | | | | |
Non-controlling interests | | | | |
| | | | |
Total liabilities and equity | | | | |
NATIONAL HEALTHCARE PROPERTIES, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Property operating and maintenance | | | | | | | | |
| | | | | | | | |
Acquisition and transaction related | | | | | | | | |
General and administrative | | | | | | | | |
Depreciation and amortization | | | | | | | | |
| | | | | | | | |
Operating income (loss) before gain (loss) on sale of real estate investments | | | | | | | | |
Gain (loss) on sale of real estate investments | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Interest and other income, net | | | | | | | | |
Gain on extinguishment of debt | | | | | | | | |
(Loss) gain on non-designated derivatives | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Income tax (expense) benefit | | | | | | | | |
| | | | | | | | |
Net loss (income) attributable to non-controlling interests | | | | | | | | |
Allocation for preferred stock | | | | | | | | |
Net loss attributable to common stockholders | | | | | | | | |
Other comprehensive loss: | | | | | | | | |
Unrealized loss on designated derivatives | | | | | | | | |
Comprehensive loss attributable to common stockholders | | | | | | | | |
| | | | | | | | |
Weighted-average shares outstanding — Basic and Diluted (1) | | | | | | | | |
Net loss per share attributable to common stockholders — Basic and Diluted (1) | | | | | | | | |
(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)
| | | | |
| | |
| | | | |
Net loss attributable to common stockholders | | | | |
| | | | |
| | | | |
Acquisition and transaction related | | | | |
General and administrative | | | | |
Depreciation and amortization | | | | |
Gain on sale of real estate investments | | | | |
| | | | |
Interest and other income, net | | | | |
Gain on extinguishment of debt | | | | |
Loss (gain) on non-designated derivatives | | | | |
| | | | |
Net income attributable to non-controlling interests | | | | |
Allocation for preferred stock | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
(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)
| | | | |
| | |
| | | | |
Net loss attributable to common stockholders | | | | |
Depreciation and amortization on real estate assets | | | | |
| | | | |
Gain on sale of real estate | | | | |
Depreciation on real estate assets related to non-controlling interests | | | | |
FFO attributable to common stockholders | | | | |
Acquisition and transaction related | | | | |
Derivatives mark-to-market and terminations (1) | | | | |
Casualty-related charges, net | | | | |
Gain on extinguishment of debt | | | | |
Normalizing items related to non-controlling interests | | | | |
Other normalizing items, net | | | | |
Normalized FFO attributable to common stockholders | | | | |
| | | | |
FFO and Normalized FFO weighted average shares outstanding — Diluted | | | | |
FFO per common share — Diluted | | | | |
Normalized FFO per common share — Diluted | | | | |
| | | | |
| | | | |
(Accretion) amortization of market lease and other intangibles, net | | | | |
Straight-line rent adjustments | | | | |
Equity-based compensation | | | | |
Depreciation and amortization on non-real estate assets | | | | |
Amortization of deferred financing costs and mortgage discounts or premiums | | | | |
Recurring Capital Expenditures | | | | |
(1) For Q2 2026, includes $1.5 million of amortization reclassified from OCI to earnings (reduced interest expense)
from a swap termination.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | |
| | |
| | | | | | | | | | |
Net loss (in accordance with GAAP) | | | | | | | | | | |
| | | | | | | | | | |
Income tax expense (benefit) | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | |
| | | | | | | | | | |
Acquisition and transaction related | | | | | | | | | | |
Equity-based compensation | | | | | | | | | | |
Severance and related costs (1) | | | | | | | | | | |
| | | | | | | | | | |
Loss (gain) on sale of real estate investments | | | | | | | | | | |
Loss (gain) on non-designated derivatives | | | | | | | | | | |
Gain on extinguishment of debt | | | | | | | | | | |
(Accretion) amortization of market lease and other intangibles, net | | | | | | | | | | |
Casualty-related charges, net | | | | | | | | | | |
Other normalizing items, net | | | | | | | | | | |
| | | | | | | | | | |
Adjustment for current period activity | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Net Leverage (Net debt / Annualized Adjusted EBITDA) | | | | | | | | | | |
Net debt / Annualized Further Adjusted EBITDA | | | | | | | | | | |
(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)
| | | | |
| | |
| | | | |
| | | | |
OMF segment - revenue from tenants | | | | |
OMF segment - property operating and maintenance | | | | |
| | | | |
Straight line rent adjustments | | | | |
(Accretion) amortization of market lease and other intangibles, net | | | | |
| | | | |
| | | | |
| | | | |
OMF segment Same Store Cash NOI | | | | |
| | | | |
| | |
| | | | |
| | | | |
SHOP segment - revenue from tenants | | | | |
SHOP segment - property operating and maintenance | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
SHOP segment Same Store Cash NOI | | | | |
| | | | | | | | |
| | | | | | | | |
Total properties as of March 31, 2026 | | | | | | | | |
| | | | | | | | |
Total properties as of June 30, 2026 | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Same Store properties as of June 30, 2026 | | | | | | | | |