Form 8-K

8-K — National Healthcare Properties, Inc.

Accession: 0001561032-26-000027

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001561032

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hct-20260513.htm (Primary)

EX-99.1 (q12026earningspressrelease.htm)

GRAPHIC (a6098_nhpxlogoxcmykxfinala.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hct-20260513.htm · Sequence: 1

hct-20260513

FALSE000156103200015610322026-05-132026-05-130001561032us-gaap:CommonClassAMember2026-05-132026-05-130001561032hct:SeriesACumulativeRedeemablePerpetualPreferredStockMember2026-05-132026-05-130001561032hct:SeriesBCumulativeRedeemablePerpetualPreferredStockMember2026-05-132026-05-13

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 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 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

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.

NATIONAL HEALTHCARE PROPERTIES, INC.

Date: May 13, 2026

By:

/s/ Andrew T. Babin

Andrew T. Babin

Chief Financial Officer and Treasurer

EX-99.1

Filename: q12026earningspressrelease.htm · Sequence: 2

Q1 2026 Earnings Press Release

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.

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.

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

Buildings, fixtures and improvements

1,789,349

1,785,952

Acquired intangible assets

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

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

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

7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par

value, 3,467 authorized

Common stock, $0.01 par value, 300,000 shares authorized

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

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)

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

General and administrative

5,467

4,896

Depreciation and amortization

17,738

23,706

Loss (gain) on sale of real estate investments

(24,989)

Interest expense

14,671

14,529

Interest and other (income) expense, net

(171)

(Gain) loss on non-designated derivatives

(189)

Income tax expense (benefit)

(6)

Net (income) loss attributable to non-controlling interests

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

(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

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)

101

—

(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

(123)

497

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

467

(626)

(2,652)

(24,989)

(Gain) loss on non-designated derivatives

(189)

(32)

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

Adjusted EBITDA

28,678

26,725

28,078

26,751

26,122

Adjustment for current period activity

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

(1,380)

Redevelopment

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

168

Dispositions

—

Total properties as of March 31, 2026

130

168

Redevelopments

(1)

—

(1)

Same Store properties as of March 31, 2026

129

167

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Cover Page

May 13, 2026

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May 13, 2026

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National Healthcare Properties, Inc.

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Entity Tax Identification Number

38-3888962

Entity Address, Address Line One

540 Madison Ave.

Entity Address, Address Line Two

27th Floor

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New York

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NHPAP

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Document Information [Line Items]

Title of 12(b) Security

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