hct-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-39153

National Healthcare Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

38-3888962

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


540 Madison Ave., 27th Floor, New York, NY						10022
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (332) 258-8770

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

NHPAB

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 8, 2026, the registrant had 28,629,876 shares of common stock outstanding and 44,275,000 shares of Class A common stock outstanding.

NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)			3
Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (Unaudited)			4
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)			5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)			6
Notes to Consolidated Financial Statements (Unaudited)			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			34
PART II - OTHER INFORMATION			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signatures			37

Table of Contents

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements.

NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

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
Mortgage notes payable, net	$	367,723	$	367,629
Fannie Mae 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 as of both March 31, 2026 and December 31, 2025; 3,846 issued and outstanding as of both March 31, 2026 and December 31, 2025	38		38
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, 3,467 authorized as of both March 31, 2026 and December 31, 2025; 3,417 issued and outstanding as of both March 31, 2026 and December 31, 2025	35		35
Common stock, $0.01 par value, 300,000 shares authorized, 28,412 and 28,427 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	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

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(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):

SEC Form 10-Q filed by National Healthcare Properties Inc.