National Healthcare Properties (NHP): 2026 Update & Old Shares

The number everyone gets wrong, and the filing that settles it

If you compare the $16.83 August 2026 close to the $25.00 original offering price, you get −32.7%. That is wrong, because it ignores the reverse split.

If you correct for the 1-for-4 reverse split and compare $16.83 to an adjusted $100.00 basis, you get −83.2%. That is also wrong, in the opposite direction, because it ignores the fourteen quarterly stock dividends the company paid between October 2020 and January 2024, which multiplied an original holder's share count before the split divided it.

You do not need to reconstruct fourteen dividend rates to get this right, because the company published the combined factor itself. From the Q2 2026 10-Q:

"the Class B Units were converted into Common OP Units pursuant to the Class B Unit's terms and the number of Common OP Units was then consolidated into 234,026 Common OP Units to give effect to adjustments for the impact of the stock dividends from October to 2020 to January 2024 and the September 2024 one-for-four common stock reverse split."

765,248 units in, 234,026 out. 234,026 ÷ 765,248 = 0.3058177. One original share became 0.3058177 of a share today, and the corresponding stock-dividend accretion factor is 1.2232709 — a 22.3% increase in share count, then a division by four.

Both honest figures deserve to be stated together, and we will use both. Price-only, an original investor is down 79.4%. Including every cash distribution ever received, roughly $9.83 per original share, the total-return outcome is down about 40.1% over thirteen years — during a period in which broad REIT indices roughly doubled.

Listing at $12.00 against a $32.15 NAV that was thirteen months old

Here is the sequence, in filing order.

The gap between $32.15 and $12.00 is not, by itself, evidence of a bad valuation. Estimated per-share NAV for a non-traded REIT is a board-approved appraisal-based figure; a public market price includes a liquidity discount, a control discount, and whatever the order book decides on a given Tuesday. Divergence is normal.

What is not normal is the thirteen-month silence in between. Non-traded REIT NAVs exist for a specific regulatory reason: they are the number that prints on a customer's brokerage statement. For thirteen months, and across the entire pricing process, the only figure a shareholder could see on a statement was one struck as of a date more than a year earlier — and the company then sold new shares to new investors at 37% of it.

The restatement of the prior year's number is worth pausing on too. The 8-K that announced $32.15 explained that the reverse split "had the effect of updating the 2023 Estimated Per-Share NAV from $13 to $52." Nothing about the underlying real estate changed on September 30, 2024. The statement value quadrupled because the share count divided by four. Any shareholder who read a statement that month and saw $52.00 where $13.00 had been was looking at arithmetic, not performance.

The dilution nobody voted on

At the listing, the company sold 44,275,000 Class A shares at $12.00, raising roughly $531.3 million gross. As of July 30, 2026 it had 28,629,876 legacy common shares and those 44,275,000 Class A shares outstanding (10-Q cover page, accession 0001561032-26-000055).

Legacy investors — the people who put in $2.32 billion at $25.00 — now hold 39.3% of the company.

And they got no liquidity from the event that diluted them. Legacy common was not listed at the IPO. The terms run the other way round from how they are usually described: each Class A share converts automatically into one share of existing common on approximately October 18, 2026, 180 days after the April 21 prospectus date, and only then is all common listed on Nasdaq as NHP (10-Q; 424B4, “Class A Conversion”). Until then only the 44,275,000 Class A shares had a market. The prospectus also has the directors, executive officers and certain holders of Common OP Units locked up with the underwriters for the same 180 days, which the underwriters' representatives can release early, and it lists the conversion and the expiry or early release of the lock-ups among the factors that could move the share price. The board's own June 2026 letter to shareholders states there is “currently no active share repurchase plan or other method of liquidation for the common stock (except for Class A common stock) until the Class A Conversion.”

So the structure of the year was: new money bought a third of the company at $12.00, while the existing owners' shares were frozen and their last official valuation said $32.15.

One dating caveat, stated because we could not resolve it. The Q2 2026 10-Q gives the conversion date as October 18, 2026; the Exhibit 99.1 shareholder letter of June 16, 2026 says October 19, 2026. The prospectus formula (180 days from April 21 pricing) computes to October 18. Two primary sources conflict by one day. If the date matters to you, confirm it with the transfer agent.

What AR Global took out

Source: related-party notes across eleven consecutive Form 10-K filings, accessions 0001561032-15-000008, -16-000021, -18-000003, -20-000004, -22-000002, -24-000007 and -25-000006 among others.

The internalization deserves its own paragraph, because the structure is unusual and it is the part a shareholder should understand.

On September 27, 2024, the company paid AR Global $106.6 million to terminate the external management arrangement: a $98.2 million internalization fee plus $5.5 million of asset management and $2.9 million of property management termination fees (FY2024 10-K, accession 0001561032-25-000006, Note 1). It was paid as $75.0 million in cash plus a $30,266,668.44 unsecured promissory note at SOFR plus 1.25%, later 3.25%, which was repaid in January 2025 out of the proceeds of a $114.4 million property sale (8-K, accession 0001104659-24-104019, Item 1.01).

No equity was issued to AR Global. In many internalizations the outgoing manager takes shares or LTIP units and stays aligned with the outcome. Here the manager was paid out in cash and a note, from a company that had suspended its common dividend four years earlier and its repurchase plan for the same length of time, and it then sold a property to fund the note. Whatever the merits of ending the external arrangement — and there are real ones — the sequencing put the manager's exit ahead of the shareholders'.

The board's stated rationale, per the signing 8-K, was that the terms "are consistent with the terms of the Second A&R Advisory Agreement, which... had previously been recommended and approved by a special committee of the Board... in February 2017." The 2024 transaction was approved by the independent directors, not by a freshly constituted special committee.

One thing that did not happen: AR Global's subordinated incentive listing distribution never paid. Under the partnership agreement, the Special Limited Partner was entitled to 15% of the excess of market value plus distributions over contributed capital plus a 6% cumulative annual return. At the $12.00 listing, market value was roughly $873 million against roughly $2.3 billion contributed. The hurdle was not remotely met, so the promote was worth nothing. That is the one place in this file where the incentive structure worked exactly as an investor would want.

September 3, 2026: the exchange struck the Series A preferred a month after the company announced its redemption

The paperwork is easy to miss. On August 5, 2026 the company filed an 8-K (accession 0001561032-26-000052) whose Item 8.01 says it “elected to redeem all outstanding shares” of both preferred series. A month later, on September 3, 2026, the Nasdaq Stock Market LLC filed a Form 25-NSE, accession 0001354457-26-000856: a twelve-line XML file that strikes a class from the exchange. It names one security, the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, and one rule: 17 CFR 240.12d2-2(a)(2).

That paragraph is short enough to quote in full. An exchange must file a Form 25 to strike a class when it is reliably informed that:

"The entire class of the security has been redeemed or paid at maturity or retirement."

So the exchange was told the Series A was gone, and the company's own 8-K explains the timing: the redemption date it set for the Series A was September 4, 2026, the day after the Form 25 was filed. The same 8-K gives the terms, “a cash redemption price of $25.00 per share, plus an amount equal to all accrued but unpaid dividends,” for a total of $25.32 per Series A share and $25.47 per Series B share, and says that from the redemption date “dividends on the Redeemed Shares will cease to accrue.” The Q2 10-Q, filed the next day, repeats the redemption in its subsequent-events note. What we have not found is a company filing that confirms the cash was paid; the Q3 10-Q should.

What was outstanding is not in dispute, because the 10-Q says it: after the June self-tender, 3,289,061 Series A shares remained, each carrying a $25.00 liquidation preference and a $1.84375 annual dividend. At the $25.00 preference the class is $82,226,525 (our arithmetic); the redemption price the company announced is that $25.00 plus accrued dividends, $25.32 a share in total.

Why this matters to a holder. A preferred holder's entire relationship with the company is the preference and the dividend, and both ended on the redemption dates: the 8-K says dividends “will cease to accrue” and the shares are no longer outstanding. A holder whose broker has not credited $25.32 (Series A) or $25.47 (Series B) a share should ask for the redemption notice and the paying agent's credit, and check that the accrued dividend was included. The announcement sits in Item 8.01 of an 8-K whose other items are a new $1.2 billion credit agreement, the second-quarter results release and a new director, which is why it is easy to miss.

And read it against the June self-tender, because the dates are eleven weeks apart

On May 18, 2026 NHP launched concurrent offers for both preferred series at $22.50 a share in cash, up to $100 million in aggregate, expiring June 16. The final results, released June 22: 556,454 Series A shares and 566,229 Series B shares accepted, about $25.3 million in total — roughly a quarter of the maximum, so the offers were substantially undersubscribed. The tendered shares were retired.

$22.50 is 90.0% of the $25.00 liquidation preference. For the Series A holders who took it, that is $2.50 a share of preference given up, or about $1,391,135 across the 556,454 shares — our arithmetic on the company's own figures. Eleven weeks later the class was gone.

We are not saying those holders were misled: an undersubscribed tender at a 10% discount to par is an ordinary liability-management exercise, holders were free to refuse, and the great majority did. What the filings show is the sequence. The tender offers expired on June 16 at $22.50 a share. On August 5, seven weeks later, the company announced it would redeem the same two classes at $25.00 plus accrued dividends. A Series A holder who tendered therefore received $2.50 a share less than the par the redemption pays, before accrued dividends.

The other two things that happened, briefly

The portfolio sale is under way. On September 10, 2026 NHP closed the first tranche of the sale of an 86-property outpatient medical portfolio agreed on May 4, 2026: 30 properties, about $79 million of net cash before expenses and prorations, and about $119 million of secured debt repaid — including roughly $60 million encumbering other outpatient facilities that are not part of the portfolio being sold. That last detail is the interesting one: the sale is deleveraging assets it does not include.

Edward M. Weil, Jr. left the board. He resigned effective September 11, 2026, disclosed in an 8-K on September 14; the filing states his decision "was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices." Weil is the AR Global principal, and the section of this review above titled What AR Global took out is about the arrangements he presided over. His departure does not undo the roughly $458 million of fees or the $106.6 million internalization payment, and we are not reading anything into the timing. It is recorded here because a reader who wants to know whether the AR Global era is over now has the date.

One further item for the file: on July 7, 2026 — eleven weeks after the $12.00 listing — the board extended CEO Michael Anderson's employment agreement from September 2027 to September 2030, with automatic one-year renewals thereafter, altering no other term.

The full record of all of this, one SEC accession per row, is in the September 2026 dataset (26 rows).

October 5, 2026: the Series B follows, under a different rule

Five weeks after the Series A, Nasdaq filed a second Form 25-NSE for the same issuer on October 5, 2026 — accession 0001354457-26-000950 — naming the 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock. The box ticked is different, and it matters. The Series A form cited (a)(2), a class already "redeemed or paid at maturity or retirement". The Series B form cites 17 CFR 240.12d2-2(a)(1):

"The entire class of the security has been called for redemption, maturity or retirement; appropriate notice thereof has been given; funds sufficient for the payment of all such securities have been deposited with an agency authorized to make such payments; and such funds have been made available to security holders."

In plain words: the company has called every Series B share, told holders, and put the cash with a paying agent. The terms are in the August 5 8-K: $25.00 plus accrued but unpaid dividends, $25.47 a share in total, redemption date October 6, 2026, with the notice to Series B holders expected on August 7. What was outstanding is in the 10-Q: 2,850,427 Series B shares at June 30, 2026, and still on August 5, after 566,229 were accepted in the June self-tender, each with a $25.00 liquidation preference and a $1.78125 annual dividend. At the preference that is $71,260,675; with the Series A's $82,226,525, the two classes total $153,487,200 (our arithmetic), which the 10-Q gives as approximately $153.5 million excluding accrued dividends and transaction costs. We have not found a company filing that confirms the Series B cash was paid; the only filings since the September 29 sale update are Nasdaq's Form 25-NSE of October 5 and a Schedule 13G/A filed October 7 by a shareholder.

For anyone who still holds Series B shares (Nasdaq: NHPBP) through a broker that has not yet credited the redemption, the practical step is the same as in September: ask the broker for the redemption notice, the redemption date and the paying agent's credit, and check that the accrued dividend was included.

The tender offer sequence, and one date that should not be forgotten

Read the January and February 2020 rows together. On January 9, 2020 the company launched a self-tender at $8.50 per share, 51.4% below its own $17.50 estimated NAV, and accepted 200,000 shares (SC TO-I amendment, accession 0001104659-20-016768). Seven weeks later, on February 26, Comrit offered $8.61 — eleven cents more — and the board unanimously recommended rejection, characterising the price as 49.2% less than estimated per-share NAV (SC 14D-9, accession 0001104659-20-031431).

Both positions are defensible in isolation. A company buying back stock cheaply benefits continuing holders; a board can reasonably tell shareholders not to sell into an opportunistic bid. Held together, in the same quarter, the message to a shareholder was that $8.50 was an acceptable price when the company was buying and an unacceptable one when a stranger was.

That August the board suspended the repurchase plan entirely and, in the same 8-K, rejected every repurchase request made between January 1, 2020 and the suspension date (accession 0001104659-20-094773). The plan is still suspended in the FY2025 10-K.

The 2026 bookend: when MacKenzie bid $7.27 in June 2026, 47.2% below the then-listed price, the board went neutral rather than recommending rejection (8-K, accession 0001561032-26-000043) — because legacy holders still had no exit of their own until October.

A cost worth naming for preferred holders: the company's May 2026 self-tender bought preferred at $22.50. On August 5, 2026 it announced full redemption of both preferred series at $25.00 plus accrued — $25.32 for Series A, $25.47 for Series B. Holders who tendered in June gave up roughly $3.25 million collectively against a redemption six weeks later.

What is actually working

It would be a bad review that stopped at the history, because the operating company in 2026 is not the one that suspended its dividend in 2020.

Leverage nearly halved in six months. On August 3, 2026 the company recast its credit facilities from $550 million to $1.2 billion with Wells Fargo as agent, terminated the Fannie Mae secured debt, and pushed maturities to 2029 and 2030. There is no going-concern language and no covenant breach disclosed in either the FY2025 10-K or the Q2 2026 10-Q. Senior housing occupancy is climbing and revenue per occupied room rose from $6,036 to $6,391 (Q2 2025 to Q2 2026). The quarterly loss narrowed from $71.1 million for the full prior year to $8.1 million in the quarter.

A cash dividend came back on July 1, 2026 at $0.075 per quarter, on the Class A and the legacy common alike: declared July 1, paid in cash on July 30 to holders of record on July 15 (10-Q, subsequent events). It is the only common dividend declared since the listing that we found on EDGAR through October 8, and the 10-Q says the board may reduce or suspend dividend payments at any time. For a new Class A buyer at $12.00, that is a 2.5% yield on a deleveraging healthcare REIT, or 1.8% at the $16.83 August 6 close (our arithmetic). For an original investor, $0.30 per year on 0.3058177 shares is $0.092 against a $25.00 cost — 0.37%.

Since June 30. In July the company bought 13 senior housing communities through a joint venture with Discovery Senior Living, for $64.0 million, in which it owns approximately 98.5%. On August 3 it signed the $1.2 billion credit agreement, and on August 4 the board added a seventh director, Albert M. Campbell, effective August 10 (8-K). The first tranche of the outpatient portfolio sale closed on September 10, and the second agreement, for 40 facilities at about $531 million, is expected to close in the fourth quarter of 2026.

Both of those sentences are true, and the gap between them is the whole point of this review.

Two things circulating that are false

"NAV plummeted from $25.00 to $2.15 by March 2023." This appears on at least one law firm's solicitation page. The board-approved estimated NAV published on March 31, 2023 was $14.00 (8-K, accession 0001561032-23-000007). A related claim of a "$2.15 secondary market" price is unsourced. A separately circulating "$4.75 to $5.91 CTT range, November 2022 to February 2023" belongs to CIK 1498547, a CIM Group REIT, not to this company.

The 2012-2013 Northern District of Illinois class actions and the SEC's fee investigation are not this registrant's. Neither is the AR Capital enforcement history — SEC v. AR Capital, Schorsch and Block (July 2019, more than $60 million total), Brian Block's 2017 conviction, or RCS Capital's 2016 bankruptcy. Those concern affiliates and the sponsor's wider orbit, and they are real, but attributing them to National Healthcare Properties would be a factual error. The company's own Item 3 reads "not a party to... any material pending legal proceedings" in the FY2015, FY2017, FY2019, FY2021, FY2023 and FY2025 annual reports — we checked all six.

Two filed FINRA arbitration claims exist that name the REIT: case 25-01454 (approximately $160,000, also naming Peakstone) and case 19-02323 (approximately $224,067, an HTI rescission claim), the latter voluntarily dismissed with prejudice on February 3, 2022 with no award on the merits. We found no arbitration award against anyone over this REIT.

Verdict

1.5 out of 5. The rating is about what happened to the people who funded this company, not about whether the business is viable today. The business is improving, visibly and measurably, and a new Class A buyer at $12.00 is buying a deleveraged healthcare REIT with rising occupancy and a restored dividend — a genuinely different proposition.

The original investor's file reads differently. Twenty-five dollars a share became 0.3058177 shares worth $5.15. The cash dividend stopped in 2020 and did not return for six years. The exit door has been shut since August 2020 and, for legacy shares, stays shut until October 2026. Along the way the manager was paid roughly $458 million, including $106.6 million in cash and a note to leave, and the company listed at $12.00 — below its own marketed range — thirteen months after the last valuation it ever gave its shareholders.

The single most useful lesson here is the one in the arithmetic. A reverse split does not change what you own, and a stock dividend does not either — but together they can make a statement value quadruple in a month and make a 79% loss look like a 33% one. If you hold a non-traded REIT that has done both, do what we did: find the conversion ratio the company published for its own operating partnership units, and work from that.

FAQ

Sources

Added in the September 23, 2026 update:

• Form 25-NSE, September 3, 2026 (accession 0001354457-26-000856), filed by Nasdaq Stock Market LLC
• 17 CFR 240.12d2-2, paragraph (a)(2), the rule the Form 25 cites
• Form 8-K, May 18, 2026 (accession 0001140361-26-021782) announcing the preferred self-tenders, and the Schedule TO-I/A of June 22, 2026 (accession 0001140361-26-025965) with the final results
• Form 10-Q for the quarter ended June 30, 2026 (accession 0001561032-26-000055), for the preferred share counts, the $25.00 liquidation preferences and the subsequent-events note
• Form 8-K, September 10, 2026 (accession 0001561032-26-000058), the first tranche of the outpatient portfolio sale
• Form 8-K, September 14, 2026 (accession 0001561032-26-000063), the Weil resignation
• Form 8-K, July 10, 2026 (accession 0001561032-26-000048), the CEO employment-agreement extension

Added in the October 8, 2026 update:

• Form 8-K, August 5, 2026 (accession 0001561032-26-000052), Item 8.01: the redemption of both preferred series, with dates and the $25.32 and $25.47 totals; also the credit agreement and the new director
• Form 25-NSE, October 5, 2026 (accession 0001354457-26-000950), filed by Nasdaq Stock Market LLC for the Series B
• Form 8-K, September 29, 2026 (accession 0001561032-26-000066), the second outpatient portfolio sale agreement
• 424B4 prospectus, sections “Class A Conversion” and “Lock-up Agreements”

All primary, on SEC EDGAR under CIK 1561032.

• Q2 2026 Form 10-Q — accession 0001561032-26-000055, filed August 2026 (the 765,248-to-234,026 unit conversion, share counts, balance sheet, dividend reinstatement)
• FY2025 Form 10-K — accession 0001561032-26-000009 (repurchase plan still suspended, portfolio, results, Item 3)
• FY2024 Form 10-K — accession 0001561032-25-000006 (internalization accounting, Note 1 and Note 9)
• 424B4 IPO prospectus — accession 0001628280-26-026541, April 22, 2026 ("The initial public offering price is $12.00 per share")
• S-11/A with the marketed range — accession 0001628280-26-024827
• S-3ASR — accession 0001140361-26-031843, August 7, 2026 (the $16.83 close of August 6, 2026)
• 8-K, last estimated NAV $32.15 — accession 0001561032-25-000013, March 26, 2025
• 8-K, internalization agreement and reverse split — accession 0001104659-24-104019, September 2024
• 8-K, internalization announcement — accession 0001104659-24-086766, August 6, 2024
• 8-K, repurchase plan suspension and rejection of 2020 requests — accession 0001104659-20-094773, August 2020
• SC TO-I self-tender at $8.50 — accessions 0001104659-20-002682 and 0001104659-20-016768
• SC 14D-9 rejecting Comrit's $8.61 — accession 0001104659-20-031431
• 8-K, neutral response to MacKenzie's $7.27 — accession 0001561032-26-000043, June 2026
• 8-K, preferred redemption at par — accession 0001561032-26-000052, August 5, 2026
• DEF 14A — accession 0001140361-26-012359 (CEO compensation and pay ratio)
• Estimated NAV 8-Ks for every year from 2015 to 2024, listed with accession numbers in the downloadable dataset above