What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-15 · 847 added, 1097 removed, 1189 unchanged (62% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our Chief Executive Officer and Chief Financial Officer, carried out an evaluation, together with other members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Our Chief Executive Officer and Chief Financial Officer, together with other members of our management, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2024 at a reasonable level of assurance.

1 unchanged sentence

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that:

5 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on its assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

5 unchanged sentences

Trading Plans

During the last fiscal quarter, no director or officer, as defined in Rule 16-1(f), adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

2 unchanged sentences

We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer.

A copy of our code of ethics may be obtained, free of charge, by sending a written request to our executive office:

222 Bellevue Ave., Newport, RI 02840 , Attention:

Chief Financial Officer.

Our Code of Business Conduct and Ethics is also publicly available on our website at www.healthcaretrustinc.com.

If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

A copy of our Code of Business Conduct and Ethics may be obtained, free of charge, by sending a written request to our executive office:

540 Madison Ave., 27th Floor, New York, NY 10022, Attention:

Our Code of Business Conduct and Ethics is also publicly available on our website at www.nhpreit.com.

If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

We have also adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to the Company (the “Insider Trading Policy”).

Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.

2 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

Restricted Share Plan

We have an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides us with the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), and, among other eligible persons, employees of the Advisor and its affiliates who provide services to us.

For additional information, see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.

The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2023:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) )

Equity Compensation Plans approved by security holders

3,649,668 (1)

Equity Compensation Plans not approved by security holders

3,649,668 (1)

(1) The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0% of our outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 4,096,934 shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events).

As of December 31, 2023, we had 111,545,018 shares of common stock issued and outstanding and 447,266 shares of common stock that were subject to awards granted under the RSP.

For additional information on the RSP, please see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.

The other information required by this Item will be set forth in our definitive proxy statement with respect to our 2024 annual meeting of stockholders to be filed not later than 120 days after the end of the 2023 fiscal year, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

12 unchanged sentences

The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2024 (and are numbered in accordance with Item 601 of Regulation S-K):

Articles of Amendment and Restatement for Healthcare Trust, Inc.

Articles Supplementary of Healthcare Trust, Inc.

relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017

Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019

Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020

Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021

Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated May 10, 2021

Amended and Restated Bylaws of Healthcare Trust, Inc.

Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc.

Second Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc.

Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P.

(f/k/a American Realty Capital Healthcare Trust II Operating Partnership, L.P.), dated as of February 14, 2013

First Amendment, dated December 31, 2013, to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated February 14, 2013

Second Amendment, dated April 15, 2015, to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated as of February 14, 2013

Third Amendment, dated December 6, 2019, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Fourth Amendment, dated September 15, 2020, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Rights Agreement, dated May 18, 2020, between Healthcare Trust, Inc.,and Computershare Trust Company, N.A., as Rights Agent

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P.

and Healthcare Trust Advisors, LLC

Agreement and Plan of Merger, dated August 6, 2024, by and among the Company, HTI Merger Sub, LLC, Healthcare Trust Advisors, LLC and AR Global Investments, LLC (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024 and incorporated by reference herein)

Composite Articles of Amendment and Restatement for the Company (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024 and incorporated by reference herein.

Articles Supplementary of the Company relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017 (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017 and incorporated by reference herein)

Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019 (filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on December 6, 2019 and incorporated by reference herein)

Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020 and incorporated by reference herein)

Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021 (filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on October 4, 2021 and incorporated by reference herein)

Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Reverse Stock Split) (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and incorporated by reference herein)

Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Name Change and Par Value Adjustment) (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and incorporated by reference herein)

Composite Amended and Restated Bylaws of the Company (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024 and incorporated by reference herein)

Amendment No.

1, dated as of July 25, 2019, to the Second Amended and Restated Advisory Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P.

and Healthcare Trust Advisors, LLC

Amended and Restated Property Management and Leasing Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P.

and Healthcare Trust Properties, LLC

First Amendment, dated as of April 9, 2018, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC

Second Amendment, dated as of November 11, 2021, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC

Indemnification Agreement, dated as of December 31, 2014, with Directors, Officers, Advisor and Dealer Manager

Indemnification Agreement, dated April 14, 2015, with Mr.

Form of Restricted Stock Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc.

Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and KeyBank National Association

First Amendment to Master Credit Facility, dated April 26, 2017, by among the borrowers party thereto and KeyBank National Association

Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association

Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and Capital One Multifamily Finance, LLC

Reaffirmation, Joinder and First Amendment to Master Credit Facility, dated March 30, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC

Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC

Third Amendment to Master Credit Facility, dated March 2, 2018, by among the borrowers party thereto and Capital One Multifamily Finance, LLC

Amended and Restated Loan Agreement, dated as of December 20, 2019, by and among the borrower entities party thereto, Capital One, National Association and the other lenders party thereto

Amended and Restated Guaranty of Recourse Obligations, dated as of December 20, 2019, by Healthcare Trust Operating Partnership, L.P.

in favor of Capital One, National Association

Amended and Restated Hazardous Materials Indemnity Agreement, dated as of December 20, 2019, by Healthcare Trust Operating Partnership, L.P.

and the borrower entities party thereto, for the benefit of Capital One, National Association

Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc., effective as of August 31, 2017

Form of Restricted Stock Award Agreement Pursuant to the Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc.

Loan Agreement, dated as of December 28, 2017, among the borrower entities party thereto and Capital One, National Association

Guaranty of Recourse Obligation, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P.

in favor of Capital One, National Association

Hazardous Materials Indemnity Agreement, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P.

and the borrower entities party thereto, for the benefit of Capital One, National Association

Loan Agreement, dated as of April 10, 2018, by and among the borrowers party thereto, and KeyBank National Association, as lender

3 to the Amended and Restated Bylaws of the Company (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and incorporated by reference herein)

Agreement of Limited Partnership of the OP, dated as of February 14, 2013 (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 14, 2013 and incorporated by reference herein)

First Amendment, dated December 31, 2013, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Quarterly Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 7, 2014 and incorporated by reference herein)

Second Amendment, dated April 15, 2015, to the Agreement of Limited Partnership of the OP, dated as of February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2016 and incorporated by reference herein)

Third Amendment, dated December 6, 2019, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2019 and incorporated by reference herein)

Fourth Amendment, dated September 15, 2020, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020 and incorporated by reference herein)

Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2021 and incorporated by reference herein)

Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021 and incorporated by reference herein)

Rights Agreement, dated May 18, 2020, between the Company and Computershare Trust Company, N.A., as Rights Agent (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2020 and incorporated by reference herein)

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Amended and Restated Property Management and Leasing Agreement, dated as of February 17, 2017, by and among the Company, the OP and Healthcare Trust Properties, LLC (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2017 and incorporated by reference herein)

First Amendment, dated as of April 9, 2018, to Amended and Restated Property Management and Leasing Agreement, by and among the Company, the OP and Healthcare Trust Properties, LLC (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Second Amendment, dated as of November 11, 2021, to Amended and Restated Property Management and Leasing Agreement, by and among the Company, the OP and Healthcare Trust Properties, LLC (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 12, 2021 and incorporated by reference herein)

Form of Restricted Stock Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of the Company (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 15, 2016 and incorporated by reference herein)

Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 10, 2016 and incorporated by reference herein)

First Amendment to Master Credit Facility, dated April 26, 2017, by among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein)

Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein)

Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 10, 2016 and incorporated by reference herein)

Reaffirmation, Joinder and First Amendment to Master Credit Facility, dated March 30, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein)

Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein)

Third Amendment to Master Credit Facility, dated March 2, 2018, by among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein)

Amended and Restated Loan Agreement, dated as of December 20, 2019, by and among the borrower entities party thereto, Capital One, National Association and the other lenders party thereto (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2019 and incorporated by reference herein)

Amended and Restated Guaranty of Recourse Obligations, dated as of December 20, 2019, by the OP in favor of Capital One, National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2019 and incorporated by reference herein)

Amended and Restated Hazardous Materials Indemnity Agreement, dated as of December 20, 2019, by the OP and the borrower entities party thereto, for the benefit of Capital One, National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2019 and incorporated by reference herein)

Amended and Restated Employee and Director Incentive Restricted Share Plan of the Company, effective as of August 31, 2017 (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017 and incorporated by reference herein)

Form of Restricted Stock Award Agreement Pursuant to the Amended and Restated Employee and Director Incentive Restricted Share Plan of the Company (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017 and incorporated by reference herein)

Loan Agreement, dated as of December 28, 2017, among the borrower entities party thereto and Capital One, National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2018 and incorporated by reference herein)

Guaranty of Recourse Obligation, dated as of December 28, 2017, by the OP in favor of Capital One, National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2018 and incorporated by reference herein)

Hazardous Materials Indemnity Agreement, dated as of December 28, 2017, by the OP and the borrower entities party thereto, for the benefit of Capital One, National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2018 and incorporated by reference herein)

Loan Agreement, dated as of April 10, 2018, by and among the borrowers party thereto, and KeyBank National Association, as lender (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Promissory Note A -1, dated as of April 10, 2018, by the borrowers party thereto in favor of KeyBank National

Association, as lender

Association, as lender (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Promissory Note A-2, dated as of April 10, 2018, by the borrowers party thereto in favor of KeyBank National

Association, as lender

Guarantee Agreement, dated as of April 10, 2018, by Healthcare Trust Operating Partnership, L.P.

in favor of KeyBank National Association, as lender

Environmental Indemnity Agreement, dated as of April 10, 2018, by the borrowers party thereto and Healthcare Trust Operating Partnership, L.P.

in favor of KeyBank National Association, as indemnitee

Form of Indemnification Agreement

Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 13, 2019 by and among Healthcare Trust Operating Partnership, L.P., KeyBank National Association and the other lender parties thereto

First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement entered into as of March 13, 2019 by and among Healthcare Trust Operating Partnership, L.P., KeyBank National Association and the other lender parties thereto

Second Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of August 10, 2020, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto

Third Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of November 12, 2021, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto

Fourth Amendment to First Amended and Restated Senior Credit Agreement, entered into as of August 11, 2022, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto

Loan Agreement dated as of May 24, 2023, among the borrower entities party thereto, Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Guaranty Agreement dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.

in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Environmental Indemnity Agreement, dated as of May 24, 2023, by Healthcare Trust Operating Partnership, L.P.

and the borrower entities party thereto, for the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association.

Loan Agreement, dates as of December 22, 2023, among the borrower entities thereto and Capital One, National Association.

Loan Agreement, dated as of February 22, 2024, among the borrower entities party thereto and Bank of Montreal.

List of Subsidiaries of Healthcare Trust, Inc.

Association, as lender (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Guarantee Agreement, dated as of April 10, 2018, by the OP in favor of KeyBank National Association, as (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Environmental Indemnity Agreement, dated as of April 10, 2018, by the borrowers party thereto and the OP in favor of KeyBank National Association, as indemnitee (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein)

Form of Indemnification Agreement with Directors and Officers

Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 13, 2019 by and among the OP, KeyBank National Association and the other lender parties thereto (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 14, 2019 and incorporated by reference herein)

First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement entered into as of March 13, 2019 by and among the OP, KeyBank National Association and the other lender parties thereto (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 24, 2020 and incorporated by reference herein)

Second Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of August 10, 2020, among the OP, the Company, the other guarantor parties thereto, KeyBank National Association and the other lenders party thereto (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2020 and incorporated by reference herein)

Third Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of November 12, 2021, among the OP, the Company, the other guarantor parties thereto, KeyBank National Association and the other lenders party thereto (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 12, 2021 and incorporated by reference herein)

Fourth Amendment to First Amended and Restated Senior Credit Agreement, entered into as of August 11, 2022, among the OP, the Company, the other guarantor parties thereto, KeyBank National Association and the other lenders party thereto (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 12, 2022 and incorporated by reference herein)

Loan Agreement dated as of May 24, 2023, among the borrower entities party thereto, Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023 and incorporated by reference herein)

Guaranty Agreement dated as of May 24, 2023, by the OP in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023 and incorporated by reference herein)

Environmental Indemnity Agreement, dated as of May 24, 2023, by the OP and the borrower entities party thereto, for the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023 and incorporated by reference herein)

Loan Agreement, dates as of December 22, 2023, among the borrower entities thereto and Capital One, National Association (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024 and incorporated by reference herein)

Loan Agreement, dated as of February 22, 2024, among the borrower entities party thereto and Bank of Montreal (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024 and incorporated by reference herein)

Employment Agreement, dated September 25, 2024, by and between the Company and Michael Anderson (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and incorporated by reference herein)

Employment Agreement, dated December 20, 2024, by and between the Company and Scott Lappetito (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024 and incorporated by reference herein)

Insider Trading Policy of the Company

List of Subsidiaries of the Company

Consent of PricewaterhouseCoopers LLP

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Clawback Policy

Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc.

Amendment to Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc.

Second Amendment to Second Amended and Restated Share Repurchase Program

Third Amendment to Second Amended and Restated Share Repurchase Program

Fourth Amendment to Second Amended and Restated Share Repurchase Program

Fifth Amendment to Second Amended and Restated Share Repurchase Program

Compensation Clawback Policy (furnished as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024)

Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2017 and incorporated by reference herein)

Amendment to Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2019 and incorporated by reference herein)

Second Amendment to Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019 and incorporated by reference herein)

Third Amendment to Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2019 and incorporated by reference herein)

Fourth Amendment to Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2019 and incorporated by reference herein)

Fifth Amendment to Second Amended and Restated Share Repurchase Program (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2020 and incorporated by reference herein)

101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL

8 unchanged sentences

+ Furnished herewith

(1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017.

(3) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 2019.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on March 20, 2018.

(5) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020.

(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2020.

(7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 14, 2013.

(8) Filed as an exhibit to the Company’s Quarterly Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 7, 2014.

(9) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.

(10) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2019.

(11) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2019.

(12) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2018.

(13) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 15, 2015.

(14) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 15, 2016.

(15) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on November 10, 2016.

(16) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019.

(17) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2018.

(18) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2018 filed with the Securities and Exchange Commission on August 3, 2018.

(19) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 14, 2019.

(20) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 24, 2020.

(21) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020.

(22) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017.

(23) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2019.

(24) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2019.

(25) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019.

(26) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2019.

(27) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2020.

(28) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2021, and incorporated by reference herein.

(29) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2022, and incorporated by reference herein.

(30) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021.

(31) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the Securities and Exchange Commission on August 12, 2022.

(32) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.

(33) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2023.

# Management contract or compensatory plan or arrangement

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 15th day of March, 2024.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

By /s/ Michael Anderson

Michael Anderson

Chief Executive Officer

Chief Executive Officer and President

(Principal Executive Officer)

2 unchanged sentences

/s/ Leslie D.

Michelson Non-Executive Chairman of the Board of Directors, Independent Director March 15, 2024

Lappetito Chief Financial Officer, Treasurer and Secretary March 15, 2024

Michelson Non-Executive Chair of the Board of Directors, Independent Director

February 27, 2025

/s/ Michael Anderson Chief Executive Officer, President and Director

February 27, 2025

Michael Anderson (Principal Executive Officer)

Lappetito Chief Financial Officer and Treasurer

February 27, 2025

Lappetito (Principal Financial Officer and Principal Accounting Officer)

/s/ Michael Anderson Chief Executive Officer March 15, 2024

Michael Anderson

/s/ Elizabeth K.

Tuppeny Independent Director March 15, 2024

Tuppeny Independent Director February 27, 2025

/s/ Edward G.

Rendell Independent Director March 15, 2024

Penn Independent Director March 15, 2024

HEALTHCARE TRUST, INC.

Rendell Independent Director February 27, 2025

Penn Independent Director February 27, 2025

/s/ Edward M.

February 27, 2025

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

9 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Healthcare Trust, Inc.

To the Board of Directors and Stockholders of National Healthcare Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Healthcare Trust, Inc.

We have audited the accompanying consolidated balance sheets of National Healthcare Properties, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

18 unchanged sentences

Purchase Price Allocations for Property Acquisitions

As described in Note 3 to the consolidated financial statements, during the year ended December 31, 2023, the Company completed real estate acquisitions, net of below market lease liabilities assumed, of $35.3 million.

For acquired properties with leases classified as operating leases, management allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values.

As described in Note 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Company completed real estate acquisitions, net of below market lease liabilities assumed, of $13.1 million.

For acquired properties with leases classified as operating leases, management allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values.

Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.

Management utilizes various estimates, processes and information to determine the as-if vacant property value.

Management estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below- market fixed rate renewal options for below-market leases.

Management estimates the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, market rental rates, discount rates, and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of market rental rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below- market fixed rate renewal options for below- market leases.

The principal considerations for our determination that performing procedures relating to purchase price allocations for property acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of tangible and intangible assets acquired and liabilities assumed;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, fair market lease

Report of Independent Registered Public Accounting Firm

rates, discount rates and land values per square foot;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, market rental rates, discount rates, and land values per square foot;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Report of Independent Registered Public Accounting Firm

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

1 unchanged sentence

(ii) testing the completeness and accuracy of underlying data used by management in the fair value estimates, and (iii) testing management’s process for estimating the fair value of tangible and intangible assets acquired and liabilities assumed, including testing management’s projected cash flows and evaluating the accuracy of valuation outputs.

Testing management’s process included evaluating the appropriateness of the valuation methods and reasonableness of the significant assumptions related to capitalization rates, fair market lease rates, discount rates and land values per square foot.

Testing management’s process included evaluating the appropriateness of the valuation methods and reasonableness of the significant assumptions related to capitalization rates, market rental rates, discount rates, and land values per square foot.

Evaluating the reasonableness of the significant assumptions included considering whether these assumptions were consistent with external market data, comparable transactions, and evidence obtained in other areas of the audit.

In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain assumptions utilized by management related to capitalization rates, fair market lease rates, discount rates and land values per square foot.

In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain assumptions utilized by management related to capitalization rates, market rental rates, discount rates, and land values per square foot.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 15, 2024

February 27, 2025

We have served as the Company's auditor since 2019.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

20 unchanged sentences

Prepaid expenses and other assets 40,033 35,781

Deferred costs 15,997 17,223

Deferred costs, net

21,269 15,997

$ 1,946,023 $ 2,145,159

LIABILITIES AND EQUITY

Mortgage notes payable, net $ 779,160 $ 808,995

Credit facilities, net 361,026 530,297

Credit facilities

362,216 361,026

Market lease intangible liabilities, net 6,125 8,165

21 unchanged sentences

$ 1,946,023 $ 2,145,159

Share and per share data have been adjusted for all periods presented to reflect an one-for-four reverse stock split effective September 30, 2024.

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

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

7 unchanged sentences

Impairment charges 24,881 4,676 27,630

Termination fees to related parties

Operating fees to related parties 19,203 25,527 25,353

5 unchanged sentences

Operating loss before gain on sale of real estate investments ( 132,848 ) ( 4,416 ) ( 31,416 )

(Loss) gain on sale of real estate investments ( 322 ) ( 125 ) 3,648

Gain (loss) on sale of real estate investments

9,307 ( 322 ) ( 125 )

Operating loss

( 123,541 ) ( 4,738 ) ( 31,541 )

Other income (expense):

Other (expense) income:

Interest expense ( 69,447 ) ( 66,078 ) ( 51,740 )

Interest and other income

(Loss) gain on non-designated derivatives ( 1,995 ) 3,834 37

Total other expenses

Gain on extinguishment of debt

Gain (loss) on non-designated derivatives

1,544 ( 1,995 ) 3,834

Total other expenses, net

( 66,460 ) ( 67,339 ) ( 47,879 )

Loss before income taxes ( 190,001 ) ( 72,077 ) ( 79,420 )

4 unchanged sentences

Net loss attributable to common stockholders ( 203,495 ) ( 86,097 ) ( 93,285 )

Other comprehensive income (loss):

Other comprehensive (loss) income:

Unrealized (loss) gain on designated derivatives ( 6,824 ) ( 13,446 ) 51,251

4 unchanged sentences

$ ( 7.19 ) $ ( 3.04 ) $ ( 3.30 )

(1) Retroactively adjusted for the effects of the Stock Dividends (see Note 1 — Organization for details).

(1) Retroactively adjusted for the effects of previous stock dividends (see Note 1 — Organization for details).

Share and per share data have been adjusted for all periods presented to reflect an one-for-four reverse stock split effective September 30, 2024.

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

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

8 unchanged sentences

Balance, December 31, 2021 3,977,144 $ 40 3,630,000 $ 36 24,820,439 $ 993 $ 2,329,839 $ ( 14,341 ) $ ( 1,282,871 ) $ 1,033,696 $ 6,704 $ 1,040,400

Issuance of Series A Preferred Stock, net 2,367,144 24 — — — — 56,241 — — 56,265 — 56,265

Issuance of Series B Preferred stock, net — — — — — — ( 42 ) — — ( 42 ) — ( 42 )

8 unchanged sentences

Distributions to non-controlling interest holders — — — — — — — — — — ( 184 ) ( 184 )

Issuance of Series A Preferred OP Units — — — — — — — — — — 2,578 2,578

Net loss — — — — — — — — ( 79,486 ) ( 79,486 ) ( 135 ) ( 79,621 )

2 unchanged sentences

Balance, December 31, 2022 3,977,144 40 3,630,000 36 26,270,133 1,051 2,417,059 36,910 ( 1,462,457 ) 992,639 6,551 999,190

Issuance of Series B Preferred Stock, net — — — — — — ( 42 ) — — ( 42 ) — ( 42 )

Share-based compensation, net — — — — — — 919 — — 919 — 919

6 unchanged sentences

Distributions to non-controlling interest holders — — — — — — — — — — ( 185 ) ( 185 )

Contributions from non-controlling interest holders — — — — — — — — — — 284 284

Net loss — — — — — — — — ( 72,298 ) ( 72,298 ) ( 82 ) ( 72,380 )

15 unchanged sentences

Balance, December 31, 2024 3,977,144 $ 40 3,630,000 $ 36 28,296,439 $ 1,132 $ 2,533,706 $ 16,640 $ ( 1,866,994 ) $ 684,560 $ 5,565 $ 690,125

Share and per share data have been adjusted for all periods presented to reflect an one-for-four reverse stock split effective September 30, 2024.

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

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

7 unchanged sentences

Depreciation and amortization 84,067 82,873 82,064

Amortization (including write-offs) of deferred financing costs 6,702 4,879 4,427

Amortization of terminated swap ( 4,195 ) 423 846

Amortization of deferred financing costs

3,376 6,702 4,879

(Accretion) amortization of terminated swap

( 1,218 ) ( 4,195 ) 423

Amortization of mortgage premiums and discounts, net 89 91 51

(Accretion) amortization of market lease and other intangibles, net

Accretion of market lease and other intangibles, net

( 1,428 ) ( 890 ) ( 625 )

3 unchanged sentences

Cash received from non-designated derivative instruments 6,810 5,580 286

(Gain) loss on sales of real estate investments, net 322 125 ( 3,648 )

(Gain) loss on sales of real estate investments

( 9,307 ) 322 125

Gain on extinguishment of debt

Impairment charges 24,881 4,676 27,630

5 unchanged sentences

Deferred rent 1,136 576 ( 2,694 )

Net cash provided by operating activities 21,624 28,295 38,879

Net cash (used in) provided by operating activities

( 79,846 ) 21,624 28,295

Cash flows from investing activities:

3 unchanged sentences

Proceeds from sales of real estate investments 93,195 4,803 11,749

Net cash used in investing activities ( 62,817 ) ( 41,782 ) ( 47,922 )

Net cash provided by (used in) investing activities

63,972 ( 62,817 ) ( 41,782 )

Cash flows from financing activities:

3 unchanged sentences

Payments on mortgage notes payable ( 18,822 ) ( 1,139 ) ( 6,662 )

Payments for non-designated derivative instruments — — ( 85 )

Proceeds from interest rate swap terminations — 5,413 —

Payments of deferred financing costs — ( 8,748 ) ( 1,672 )

Proceeds from issuance of Series A Preferred Stock, net — — 56,265

Proceeds from promissory note

Proceeds from issuance of Series B Preferred Stock, net — — ( 42 )

3 unchanged sentences

Distributions to non-controlling interest holders ( 184 ) ( 185 ) ( 184 )

Net cash provided by financing activities 55,971 4,643 4,079

Net cash (used in) provided by financing activities

( 1,347 ) 55,971 4,643

Net change in cash, cash equivalents and restricted cash ( 17,221 ) 14,778 ( 8,844 )

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of year $ 74,095 $ 91,316 $ 76,538

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

8 unchanged sentences

Cash paid for interest $ 61,038 $ 63,720 $ 45,042

Cash paid for income taxes 454 566 311

Cash paid for income and franchise taxes

Non-cash investing and financing activities:

Common stock issued through stock dividends 23,695 91,250 86,301

Mortgages issued with acquisition of real estate investments

Accrued capital expenditures 455 2,902 —

5 unchanged sentences

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

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

2 unchanged sentences

Note 1 — Organization

Healthcare Trust, Inc.

(including, as required by context, Healthcare Trust Operating Partnership, L.P.

(the “OP”) and its subsidiaries, the “Company”), is an externally managed real estate investment trust for U.S.

federal income tax purposes (“REIT”) that focuses on acquiring and managing a diversified portfolio of healthcare-related real estate, focused on medical office and other healthcare-related buildings (“MOBs”), and senior housing operating properties (“SHOPs”).

As of December 31, 2023, the Company owned 204 properties (including two land parcels) located in 33 states and comprised of 9.0 million rentable square feet.

Substantially all of the Company’s business is conducted through the OP and its wholly owned subsidiaries, including taxable REIT subsidiaries.

The Company’s advisor, Healthcare Trust Advisors, LLC (the “Advisor”) manages our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”).

The Company’s Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”), and these related parties receive compensation and fees for providing services to the Company.

The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.

Healthcare Trust Special Limited Partnership, LLC (the “Special Limited Partner”), which is also under common control with AR Global, also has an interest in the Company through ownership of interests in the OP.

As of December 31, 2023, the Company owned 46 seniors housing properties under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure in its SHOP segment.

Under RIDEA, a REIT may lease qualified healthcare properties on an arm’s length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such subsidiary by a person who qualifies as an eligible independent contractor.

The Company operates in two reportable business segments for management and internal financial reporting purposes:

MOBs and SHOPs.

In its MOB operating segment, the Company owns, manages, and leases single and multi-tenant MOBs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent.

The Property Manager or third party managers manage the Company’s MOBs.

In its SHOP segment, the Company invests in seniors housing properties using the RIDEA structure.

As of December 31, 2023, the Company had four eligible independent contractors operating 46 SHOPs.

National Healthcare Properties, Inc.

(formerly known as Healthcare Trust, Inc.) (including, as required by context, National Healthcare Properties Operating Partnership, L.P.

(the “OP”) and its subsidiaries, the “Company”) is a real estate investment trust (“REIT”) for U.S.

federal income tax purposes.

The Company acquires, owns and manages a diversified portfolio of healthcare-related real estate, focused on outpatient medical facilities (“OMFs”) and senior housing operating properties (“SHOPs”).

As of December 31, 2024, the Company owned 193 properties (including one land parcel) located in 31 states and comprised of 8.4 million rentable square feet.

Substantially all of the Company’s business is conducted through the OP and its wholly owned subsidiaries, including taxable REIT subsidiaries (“TRSs”).

Prior to the consummation of the Internalization (as defined below) on September 27, 2024, the Company’s former advisor, Healthcare Trust Advisors, LLC (the “Advisor”), managed its day-to-day business with the assistance of its property manager, Healthcare Trust Properties, LLC (the “Property Manager”).

Prior to the consummation of the Internalization, the Advisor and Property Manager were under common control with AR Global Investments, LLC (the “Advisor Parent”), and these related parties received compensation and fees for providing services to the Company.

See the “Internalization” section in this Note for additional information.

The Company also reimbursed, and in the case of the Property Manager, continues to reimburse, these entities for certain expenses they incur in providing these services to the Company.

Healthcare Trust Special Limited Partnership, LLC (the “Special Limited Partner”), which is also under common control with the Advisor Parent, also has an interest in the Company through ownership of interests in the OP.

As of December 31, 2024, the Company owned 44 SHOPs using the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure in its SHOP segment.

Under RIDEA, a REIT may lease “qualified healthcare properties” on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.”

The Company has three operating segments:

(i) Outpatient Medical Facilities, (ii) Senior Housing Operating Properties, and (iii) Triple net leased healthcare facilities.

The Company aggregates its operating segments into two reportable business segments for management and internal financial reporting purposes:

OMFs and SHOPs.

All of the Company’s properties across both business segments are located throughout the United States.

The Company has declared quarterly dividends entirely in shares of its common stock since October 2020 in order to preserve its liquidity in response to the COVID-19 pandemic.

In its OMF operating segment, the Company owns, manages and leases single and multi-tenant OMFs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent.

The Property Manager or third-party managers manage the Company’s OMFs.

In its SHOP segment, the Company invests in seniors housing properties through the RIDEA structure.

As of December 31, 2024, the Company had four eligible independent contractors operating 44 SHOPs.

The Company declared quarterly dividends entirely in shares of its common stock from October 2020 through January 2024.

Dividends payable entirely in shares of common stock are treated in a fashion similar to a stock split for accounting purposes specifically related to per-share calculations for the current and prior periods.

Since October 2020, the Company has issued an aggregate of approximately 19.0 million shares in respect to the Stock Dividends.

Since October 2020, the Company has issued an aggregate of approximately 5.2 million shares as stock dividends (as adjusted to reflect the Reverse Stock Split (as defined below)).

No other additional shares of common stock have been issued since October 2020.

References made to weighted-average shares and per-share amounts in the accompanying consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the cumulative increase in shares outstanding resulting from the stock dividends since October 2020 and through January 2024, and are noted as such throughout the accompanying financial statements and notes.

Any future issuances of stock dividends will also result in retroactive adjustments.

Please see Note 8 — Stockholder’s Equity for additional information on the stock dividends.

S ee Note 8 — Stockholder’s Equity for additional information on the stock dividends.

On March 27, 2024, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2023.

The Company’s previous Estimated Per-Share NAV was as of December 31, 2021.

The Estimated Per-Share NAV published on March 31, 2023 has not been adjusted since publication and will not be adjusted until the board of directors (the “Board”) determines a new Estimated Per-Share NAV.

Issuing dividends in additional shares of common stock will, all things equal, cause the value of each share to decline because the number of shares outstanding increases when shares of common stock are issued in respect of a stock dividend;

however, because each stockholder will receive the same number of new shares, the total value of a common stockholder’s investment, all things equal, will not change assuming no sales or other transfers.

The Estimated Per-Share NAV published on March 27, 2024 has not been adjusted since publication and will not be adjusted until the Company’s board of directors (the “Board”) determines a new Estimated Per-Share NAV.

The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually unless the Company lists its common stock.

Internalization

On September 27, 2024 (the “Closing Date”), the Company consummated (the “Closing”) the transactions (the “Internalization”) contemplated by that certain merger agreement dated August 6, 2024 (the “Internalization Agreement”) by and among the Company, HTI Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), the Advisor and the Advisor Parent.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Consummation of the Internalization resulted in the internalization of the Company’s management through the merger of the Advisor with and into Merger Sub, with the Advisor being the surviving entity (under the name “Healthcare Trust Advisors, LLC”) and the termination of the Company’s prior arrangement for advisory management services provided by the Advisor pursuant to the Advisory Agreement (as defined in Note 9 — Related Party Transactions and Arrangements ).

All assets, contracts and employees necessary for the Company to conduct its business were contributed by the Advisor Parent (and/or its affiliates) to the Advisor prior to the Closing Date, including all of the equity interests in the Property Manager, which became a wholly-owned subsidiary of the Company following the Internalization.

Pursuant to the Internalization Agreement, on the Closing Date, (i) the outstanding membership interests of the Advisor were converted into the right to receive from the Company an internalization fee of $ 98.2 million and (ii) the Advisor Parent received (x) an asset management fee of $ 5.5 million, representing the aggregate base management fee that the Company would have been required to pay to the Advisor during the remaining three month notice period required to terminate the Advisory Agreement, and (y) a property management fee of $ 2.9 million, representing the aggregate management fees that the Company would have been required to pay to the Property Manager through the current term of the Property Management Agreement, in each case, as adjusted to the extent the amount of such asset management and property management fees exceed or are less than the amount required to be paid by the Advisor Parent to employees placed with the Company pursuant to the Internalization prior to the Closing and the amounts due under contracts acquired by the Company in the Internalization relating to the pre-Closing period (collectively, the “Closing Payments” in an aggregate amount of $ 106.6 million).

The Advisor Parent also delivered cash to the Company at Closing in order for the Company to pay any unpaid employee bonuses for calendar year 2023 and any accrued bonuses for calendar year 2024 to the extent that the Company has previously reimbursed the Advisor Parent for, but the Advisor Parent has not paid, such bonuses.

Pursuant to the Internalization Agreement, because the Closing Payments exceeded the Company’s Available Cash (as defined in the Internalization Agreement), the Company paid the Advisor Parent an aggregate cash consideration of $ 75.0 million (such cash amount, the “Closing Date Cash Consideration”), and the Company issued to the Advisor Parent an unsecured promissory note (the “Promissory Note”) (as further defined in Note 9 — Related Party Transactions and Arrangements ) in a principal amount of $ 30.3 million, equal to the difference between the Closing Date Cash Consideration and the Closing Payments .

In January 2025, the Company repaid the Promissory Note in full including any unpaid interest at the time of payment.

See Note 9 — Related Party Transactions and Arrangements and Note 17 — Subsequent Events for additional information.

Reverse Stock Split

On September 26, 2024, following approval by the Board and in accordance with Maryland General Corporate Law, the Company filed Articles of Amendment to the Company’s articles of amendment and restatement (as amended to date, the “Charter”) with the State Department of Assessments and Taxation of Maryland (“SDAT”) to effect a reverse stock split of the Company’s common stock, par value $ 0.01 per share (the “common stock”), at a ratio of one-for-four, which became effective on September 30, 2024 (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, the par value of the common stock adjusted to $ 0.04 per share.

The number of authorized shares of common stock under the Charter remains unchanged.

All share and per share data in this Annual Report on Form 10-K have been adjusted for all periods presented to reflect the Reverse Stock Split.

Name Change and Common Stock Par Value Adjustment

On September 26, 2024, following approval by the Board, the Company filed Articles of Amendment (the “Second Charter Amendment”) to the Company’s Charter with the SDAT to (i) change the Company’s name to “National Healthcare Properties, Inc.” from “Healthcare Trust, Inc.” and (ii) adjust the par value of the Company’s common stock back to $ 0.01 per share following the Reverse Stock Split, both of which became effective on September 30, 2024.

In connection with its name change, the Company, as the general partner of the OP, caused the name of the OP to be changed to “National Healthcare Properties Operating Partnership, L.P.” from “Healthcare Trust Operating Partnership, L.P.”

Note 2 — Summary of Significant Accounting Policies

1 unchanged sentence

The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

3 unchanged sentences

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries.

All inter-company accounts and transactions are eliminated in consolidation.

All intercompany accounts and transactions are eliminated in consolidation.

In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary.

7 unchanged sentences

During the year ended December 31, 2023, the Company identified certain historical errors in its statements of operations and comprehensive income (loss), consolidated statements of changes in equity, and statements of cash flows since 2019, which impacted the quarterly financial statements and annual periods previously issued.

Specifically, the Company had understated depreciation and amortization expense on certain capital improvements and deferred leasing commissions, thereby understating previously reported depreciation and amortization expense by $ 0.1 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2022, 2021 and pre-2021 periods, respectively.

Specifically, the Company had understated depreciation and amortization expense on certain capital improvements and deferred leasing commissions, thereby understating previously reported depreciation and amortization expense by $ 0.1 million and $ 0.6 million for the years ended December 31, 2022, and pre-2022 periods, respectively.

As of December 31, 2022, the cumulative impact of recording the correct depreciation and amortization expense is an understatement of depreciation and amortization expense of $ 0.7 million, accumulated depreciation of $ 0.3 million and deferred costs of $ 0.4 million.

The Company concluded that the errors noted above were not material for the year ended December 31, 2023 or any prior periods, and has adjusted the amounts on a cumulative basis in the consolidated financial statements for the year ended December 31, 2023

Adverse Economic Impacts Since the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic commenced.

The pandemic and its aftermath has had, and could continue to have, adverse impacts on economic and market conditions.

The Company’s MOB segment has been less impacted than its SHOP segment, which continues to be challenged by the post-pandemic operating environment.

Further, recent and continuing increases in inflation brought about by labor shortages, supply chain disruptions and increases in interest rates have had, and may continue to have, adverse impacts on the Company’s results of operations.

Moreover, these increases in the rate of inflation, the ongoing wars in Ukraine, Israel and related sanctions, supply chain disruptions and increases in interest rates may also impact the ability of the Company’s tenants to pay rent and hence the Company’s results of operations and liquidity.

COVID-19 Impact — MOB Segment

The financial stability and overall health of the Company’s MOB tenants is critical to its business.

The Company took a proactive approach to achieve mutually agreeable solutions with its MOB tenants and in some cases, during the year ended December 31, 2020, the Company executed lease amendments providing for deferral of rent.

Since the year ended December 31, 2020, the Company has not entered into any rent deferral agreements with any of its MOB tenants, and all amounts previously deferred under prior rent deferral agreements were collected in the year ended December 31, 2021.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

For accounting purposes, in accordance with ASC 842:

Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which doesn’t apply to leases subsequently modified).

However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification.

In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession.

For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract.

For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842.

Some, but not all of the Company’s lease modifications qualify for the FASB relief.

In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary).

Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.

For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.

COVID-19 Impact — SHOP Segment

In the Company’s SHOP segment, occupancy trended downward from March 2020 until June 2021 and has since generally stabilized.

The Company also experienced lower inquiry volumes and reduced in-person tours in post-pandemic periods as compared to pre-pandemic periods.

In addition, beginning in March 2020, operating costs began to rise materially, including for services, labor and personal protective equipment and other supplies, as the Company’s operators took appropriate actions to protect residents and caregivers.

At the SHOPs, the Company generally bears these cost increases, which were partially offset by funds received under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and to a lesser extent, cost recoveries for personal protective equipment from residents.

See the “ CARES Act Grants ” section below for additional information on the CARES Act.

During the year ended December 31, 2022, the Company relied more on the use of temporary contract labor and agencies than it had historically.

The Company has since reduced its reliance on this labor source in the year ended December 31, 2023.

However, the wage expenses (including overtime, training and bonus wages) incurred by the Company from employees of its third party operators has increased due to, among other things, inflation raising the cost of labor generally, a lack of qualified personnel that the Company’s third-party operators are able to employ on a permanent basis and training hours and other onboarding costs for permanent staff which replaced previously utilized contract and agency labor.

The persistence of high inflation, labor shortages and supply chain disruptions have caused adverse impacts to the Company’s occupancy and cost levels, and these trends may continue to impact the Company and have a material adverse effect on its operations in future periods.

The adverse financial impacts since the COVID-19 pandemic on the Company have been partially offset by funds received under the CARES Act.

The Company did no t receive any funds through the CARES Act in the year ended December 31, 2023.

The Company received $ 4.5 million and $ 5.1 million in these funds during the years ended December 31, 2022 and 2021, respectively.

The Company considers these funds to be grant contributions from the government.

The full amounts received were recognized as reductions of property operating expenses in the Company’s consolidated statement of operations for the years ended December 31, 2022 and 2021, respectively, to partially offset incurred COVID-19 expenses.

The Company does not anticipate that any further funds under the CARES Act will be received, and there can be no assurance that the CARES Act program will be extended or any further amounts received under currently effective or potential future government programs.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in its MOB segment.

The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in its OMF segment.

As of December 31, 2024, these leases had a weighted average remaining lease term of 6.5 years.

Rent from tenants in the Company’s MOB operating segment (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease.

Rent from tenants in the Company’s OMF segment (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease.

Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.

3 unchanged sentences

The Company defers the revenue related to lease payments received from tenants in advance of their due dates.

Tenant revenue also includes operating expense reimbursements which generally increase with the increase in property operating and maintenance expenses in our MOB segment.

In addition to base rent, dependent on the specific lease, tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors or (ii) the their share of increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases.

Tenant revenue also includes operating expense reimbursements which generally increase with any increase in property operating and maintenance expenses in the Company’s OMF segment.

In addition to base rent, dependent on the specific lease, tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors or (ii) their share of increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases.

Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOP segment, held using a structure permitted under RIDEA, and to a lesser extent, fees for ancillary services performed for SHOP residents, which are generally variable in nature.

Rental income from residents in the Company’s SHOP segment is recognized as earned when services are provided.

1 unchanged sentence

The terms of the leases are short term in nature, primarily month-to-month.

The Company did no t record material amounts of ancillary revenue from non-residents during the years ended December 31, 2023 and 2022.

The Company recorded ancillary revenue from non-residents of $ 3.5 million for the year ended December 31, 2021.

Fees for ancillary services are recorded in the period in which the services are performed.

The decline in ancillary revenue since the year ended December 31, 2021 is primarily due to the Company’s dispositions of its SNF property in Wellington, Florida, which was sold in May 2021.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates.

8 unchanged sentences

Total $ 749,928

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

The Company continually reviews receivables related to rent and unbilled rent and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

Under the leasing standards, the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.

Partial reserves, or the ability to assume partial recovery are no longer permitted.

If the Company determines that it is probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e., straight-line).

However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable.

Cost recoveries from tenants are included in operating revenue from tenants in accordance with accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded reductions in revenue of $ 1.2 million, $ 3.2 million and $ 1.1 million, respectively.

Cost recoveries from tenants are included in operating revenue from tenants, in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded reductions in revenue of $ 1.5 million, $ 1.2 million and $ 3.2 million, respectively, related to uncollectible accounts.

Approximately $ 1.3 million of bad debt expense recorded in the year ended December 31, 2022, related to previously disposed properties.

There were no significant write-off’s related to previously disposed properties during the year ended December 31, 2023 and 2021.

There were no significant write-offs related to previously disposed properties during the years ended December 31, 2024 and 2023.

Investments in Real Estate

6 unchanged sentences

See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations.

13 unchanged sentences

In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The Company acquired four properties during the year ended December 31, 2024.

Each of these acquisitions were accounted for as an asset acquisition.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values.

1 unchanged sentence

The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.

The Company utilizes various estimates, processes and information to determine the as-if vacant property value.

The Company estimates the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases.

Fair value estimates are also made using significant assumptions such as capitalization rates, market rental rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases.

Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases.

1 unchanged sentence

The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of market rental rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant.

Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

The Company did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2024, 2023 and 2022.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Accounting for Leases

Lessor Accounting

In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption were accounted for as operating leases.

The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.

The Company evaluates new leases (by the Company or by a predecessor lessor/owner) pursuant to ASC 842:

Leases to determine lease classification.

A lease is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.

This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term.

Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

As of December 31, 2023 and 2022, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.

As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating and maintenance expenses) as a single lease component as an operating lease because (i) the non-lease components have the same timing and pattern of transfer as the associated lease component;

2 unchanged sentences

Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Lessee Accounting

4 unchanged sentences

Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.

Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.

For additional information and disclosures related to the Company’s operating leases, see Note 16 — Commitments and Contingencies .

5 unchanged sentences

These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors.

If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used.

If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use.

For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset.

These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.

These assessments have a direct impact on net income (loss) because recording an impairment loss results in an immediate negative adjustment to earnings.

For additional information, see Note 3 — Real Estate Investments, Net .

Reportable Segments

The Company has determined that it has two reportable segments, with activities related to investing in MOBs and SHOPs.

Management evaluates the operating performance of the Company’s investments in real estate and seniors housing properties on an individual property level.

The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows:

(i) OMF and (ii) SHOP.

For additional information see Note 15 — Segment Reporting .

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 7 to 15 years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

Construction in progress, including capitalized interest, insurance and real estate taxes, is not depreciated until the development has reached substantial completion.

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and building improvements, 15 years for land improvements and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

Construction in progress is not depreciated until the project has reached substantial completion.

The value of certain other intangibles such as certificates of need in certain jurisdictions are amortized over the expected period of benefit (generally the life of the related building).

3 unchanged sentences

Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Above and Below-Market Lease Amortization

15 unchanged sentences

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment.

If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statements of operations and comprehensive loss prior to the adoption of ASU 2017-2 on January 1, 2019.

If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive loss to the extent that it is effective, with any ineffective portion of a derivative’s change in fair value immediately recognized in earnings.

Prior to the adoption of ASU 2017-12 on January 1, 2019 if the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive loss to the extent that it is effective, with any ineffective portion of a derivative’s change in fair value immediately recognized in earnings.

After the adoption of ASU 2017-12, if the derivative qualifies for hedge accounting, all of the change in value is recorded in other comprehensive loss.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Non-controlling Interests

5 unchanged sentences

Cash and cash equivalents includes cash in bank accounts as well as investments in highly liquid money market funds with original maturities of three months or less.

The Company did no t have any cash invested in money market funds at December 31, 2023 or 2022.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The Company deposits cash with high quality financial institutions.

13 unchanged sentences

The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such awards is included in general and administrative expenses and is recognized over the service period (i.e., vesting) required or when the requirements for exercise of the award have been met (see Note 11 — Equity-Based Compensation ).

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986 (the “Code”), as amended, commencing with the taxable year ended December 31, 2013.

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2013.

If the Company continues to qualify for taxation as a REIT, it generally will not be subject to U.S.

1 unchanged sentence

REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S.

federal, state and local income taxes at regular corporate rates beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years.

The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2023, 2022 and 2021.

The Company had no REIT taxable income requiring distribution to its stockholders for each of the years ended December 31, 2024, 2023 and 2022.

Accordingly, no provision for U.S.

6 unchanged sentences

Accordingly, the Company has formed a TRS that is wholly-owned by the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third-party operators to operate the facilities on its behalf.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

As of December 31, 2024, the Company owned 44 seniors housing properties which are leased and operated through its TRS.

7 unchanged sentences

Significant components of the deferred tax assets and liabilities as of December 31, 2024 consisted of deferred rent and net operating loss carryforwards.

During the year ended December 31, 2020, the Company modified 25 intercompany leases with the TRS which abated intercompany rent due to the ongoing COVID-19 pandemic.

During the year ended December 31, 2023, the Company modified 26 intercompany leases with the TRS to reflect what management believes is an arm’s length behavior in light of the current operating environment.

These intercompany lease modifications reduced intercompany rent to what a third-party would pay based on arm’s length principles as described under Section 482 of the Internal Revenue Code.

Because of the Company’s TRS's recent operating history of taxable losses and the impacts of the COVID-19 pandemic on the results of operations of the Company’s SHOP assets, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets;

During the year ended December 31, 2023, the Company modified 26 intercompany leases with the TRS which reduced intercompany rent.

Because of the TRS’ historical operating losses and the adverse economic impacts from increases in the rate of inflation in recent years on the results of operations of the Company’s SHOP assets, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets;

thus the Company has provided a 100 % valuation allowance of $ 10.5 million and $ 8.1 million as of December 31, 2024 and 2023, respectively.

If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive loss.

As of December 31, 2023, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 30.3 million at December 31, 2023 (of which $ 6.8 million were incurred prior to January 1, 2018).

As of December 31, 2024, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 40.5 million (of which $ 6.8 million were incurred prior to January 1, 2018).

Carryforwards from losses incurred prior to January 1, 2018, if unused, these will begin to expire in 2036.

1 unchanged sentence

As of December 31, 2024, the Company had a deferred tax asset of $ 10.5 million with a full valuation allowance.

As of December 31, 2022, the Company had a deferred tax asset of $ 6.9 million with a full valuation allowance.

The following table details the composition of the Company’s tax (expense) benefit for the years ended December 31, 2024, 2023 and 2022, which includes U.S.

10 unchanged sentences

As of December 31, 2024 and 2023, the Company had no material uncertain income tax positions.

The tax years subsequent to and including the fiscal year ended December 31, 2018 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Per Share Data

Net loss per basic share of common stock is calculated by dividing net loss by the weighted-average number of shares (retroactively adjusted for the stock dividends) of common stock issued and outstanding during such period.

Diluted net loss per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.

HEALTHCARE TRUST, INC.

Generally, tax years prior to 2021 remain open to examination due to net operating losses carry forwards.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Per Share Data

Net loss per basic share of common stock is calculated by dividing net loss by the weighted-average number of shares (retroactively adjusted for the stock dividends and the Reverse Stock Split) of common stock issued and outstanding during such period.

Diluted net loss per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.

CARES Act Grants

On March 27, 2020, the CARES Ac) was signed into law and it provides funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic.

On March 27, 2020, the CARES Act was signed into law and it provides funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic.

Funds provided under the program were to be used for the preparation, prevention and medical response to COVID-19, and were designated to reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19.

The Company did no t receive any funds through the CARES Act during the year ended December 31, 2023.

During the years ended December 31, 2022 and 2021 the Company received $ 4.5 million and $ 5.1 million in funding from CARES Act grants, respectively.

The Company did no t receive any funds through the CARES Act during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2022, the Company received $ 4.5 million in funding from CARES Act grants.

For accounting purposes, the CARES Act funds are treated as a grant contribution from the government.

The funding the Company received was recognized as a reduction of property operating and maintenance expenses in the Company’s consolidated statements of operations to offset the negative impacts of COVID-19.

There can be no assurance that the program will be extended or any further amounts received under currently effective or potential future government programs.

Recently Issued Accounting Pronouncements

Adopted as of January 1, 2021:

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Topic 815).

The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity.

The standard also amends and makes targeted improvements to the related earnings per share guidance.

The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The standard allows for either modified or full retrospective transition methods.

The Company adopted the new guidance on January 1, 2021 and determined it did not have a material impact on its consolidated financial statements.

Adopted as Required Through December 31, 2023:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).

Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur.

During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of the Company’s derivatives, which will be consistent with the Company’s past presentation.

The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.

Not yet Adopted as of December 31, 2023:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures (Topic 280).

The new standard requires a public entity to disclose significant segment expense categories and amounts for each reportable segment.

A significant expense is an expense that (i) is significant to the segment, (ii) regularly provided or easily computed from information regularly provided to management and (iii) included in the reported measure of profit or loss.

The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption of the ASU is permitted, including in an interim period.

If a public entity elects to early adopt the ASU in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07 , Segment Reporting — Improvements to Reportable Segment Disclosures, which requires incremental disclosures related to a public entity’s reportable segments.

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

The ASU should be adopted retrospectively unless it is impracticable to do so.

The Company has not adopted this ASU as of December 31, 2023, but is currently evaluating the impact on its segment disclosures and intends to adopt ASU 2023-07 during the year ending December 31, 2024.

Note 3 — Real Estate Investments, Net

Property Acquisitions

The Company invests in healthcare-related facilities, primarily MOBs and seniors housing properties which expand and diversify its portfolio and revenue base.

The Company owned 204 properties (including two land parcels) as of December 31, 2023.

During the year ended December 31, 2023, the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of seven single tenant MOBs for an aggregate contract purchase price of $ 34.9 million.

All acquisitions in 2023, 2022 and 2021 were considered asset acquisitions for accounting purposes.

HEALTHCARE TRUST, INC.

The Company adopted the annual requirements under ASU 2023-07 on January 1, 2024 and plans to adopt interim requirements under ASU 2023-07.

The Company has included financial statement disclosures in accordance with ASU 2023-07 within Note 1 5 — Segment Reporting.

Not yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) , which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.

The Company is evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires public business entities (PBEs) to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to:

(i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization.

In January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) :

Clarifying the Effective Date , to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact these ASUs will have on its disclosures.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Subsequent to December 31, 2023, the Company acquired four MOB properties for an aggregate contract purchase price of $ 12.6 million (see Note 17 — Subsequent Events for additional details).

Note 3 — Real Estate Investments, Net

Property Acquisitions

The Company invests in healthcare-related facilities, primarily OMFs and SHOPs, which expand and diversify its portfolio and revenue base.

The Company owned 193 properties (including one land parcel) as of December 31, 2024.

During the year ended December 31, 2024, the Company acquired four single-tenant OMFs for an aggregate contract purchase price of $ 12.6 million.

All acquisitions in 2024, 2023 and 2022 were considered asset acquisitions for accounting purposes.

The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2024, 2023 and 2022:

7 unchanged sentences

In-place leases and other intangible assets (1)

5,057 3,763 28,499

Market lease and other intangible assets (1)

Market lease liabilities (1)

( 271 ) ( 32 ) ( 1,639 )

Total intangible assets and liabilities 2,538 4,819

Issuance of Preferred OP Units (2)

— — ( 2,578 )

Mortgage notes payable assumed, net ( 7,500 ) —

Cash paid for real estate investments, including acquisitions $ 5,606 $ 35,261

Number of properties purchased 4 7

(1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 8.7 years, 11.3 years and 9.3 years, respectively, as of December 31, 2023.

Weighted-average remaining amortization periods for in-place leases and above-market leases acquired were 8.9 years, 9.3 years and 12.1 years, respectively, as of December 31, 2022.

Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 11.2 years, 10.2 years and 8.5 years, respectively, as of December 31, 2021.

(2) See Note 8 — Stockholders’ Equity for additional information.

(1) Weighted-average remaining amortization periods for in-place leases and above-market leases acquired were both 13.6 years as of December 31, 2024.

Weighted-average remaining amortization periods for in-place leases, above-market and below market leases acquired were 8.7 years, 11.3 years and 9.3 years, respectively, as of December 31, 2023.

Significant Tenants

4 unchanged sentences

Pennsylvania 11.6 % 10.6 % *

* State’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified.

* Not greater than 10%.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Intangible Assets and Liabilities

9 unchanged sentences

Market lease liabilities $ 22,789 $ 16,664 $ 6,125 $ 23,520 $ 15,355 $ 8,165

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization of above-and below-market ground leases, for the periods presented:

13 unchanged sentences

In-place lease assets $ 9,589 $ 8,100 $ 5,048 $ 3,730 $ 3,238

Other intangible assets 10 10 10 10 10

Total to be added to amortization expense $ 9,599 $ 8,110 $ 5,058 $ 3,740 $ 3,248

3 unchanged sentences

Year Ended December 31, 2024

During the year ended December 31, 2023, the Company disposed of four SHOPs and one MOB for an aggregate contract sales price of $ 13.8 million, which resulted in an aggregate loss on sale of $ 0.3 million.

During the year ended December 31, 2024, the Company disposed of two SHOPs, 12 OMFs and one land parcel for an aggregate contract sales price of $ 118.1 million, which resulted in an aggregate gain on sale of $ 9.3 million.

The Company had previously recorded $ 2.1 million of impairment charges on the one of the two SHOP properties in the year ended December 31, 2023.

Subsequent to the Year Ended December 31, 2024

Subsequent to December 31, 2024, the Company disposed of 11 OMFs for an aggregate contract sales price of $ 114.4 million and used a portion of the net proceeds to fully repay the outstanding balance on the Promissory Note (including any unpaid interest at the time of payment).

Year Ended December 31, 2023

During the year ended December 31, 2023, the Company disposed of four SHOPs and one OMF for an aggregate contract sales price of $ 13.8 million, which resulted in an aggregate loss on sale of $ 0.3 million.

The Company had previously recorded $ 15.1 million of impairment charges on two of the four disposed SHOP properties in the year ended December 31, 2022.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Year Ended December 31, 2022

1 unchanged sentence

The Company had previously recorded $ 34.0 million of impairment charges on these properties in the year ended December 31, 2021.

Year Ended December 31, 2021

During the year ended December 31, 2021, we sold five SHOPs and three MOBs for an aggregate contract price of $ 133.6 million, which resulted in an aggregate gain on sale of $ 3.6 million.

The Company had previously recorded $ 0.9 million of impairment charges on one of the disposed SHOPs in the year ended December 31, 2021.

The sales of the properties noted above did not represent a strategic shift that has a major effect on the Company’s operations and financial results.

Accordingly, the results of operations of these properties remain classified within continuing operations for all periods presented until the respective sale dates.

Assets Held for Sale

1 unchanged sentence

If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets.

For held-for-sale properties, the Company predominately uses the contract sale price as fair market value.

For held-for-sale properties, the Company predominately uses the contract sales price as fair market value.

There were no assets held for sale as of December 31, 2024 or 2023.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Assets Held for Use

4 unchanged sentences

Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows.

As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future.

If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value.

Property Damage and Insurance Recoveries

During the year ended December 31, 2024, one OMF property sustained fire damages estimated at $ 2.9 million, which the Company recovered through its property insurance policy.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Impairment Charges

4 unchanged sentences

$ — $ — $ 10,644

Sassafras MOB (2) (7)

Sun City MOB (3) (7)

Acuity Specialty Hospital Mesa (2)

Sassafras OMF (3) (6

Sun City OMF (4) (6)

2,409 2,554 —

Total MOB impairment charges 2,554 12,488 6,082

Total OMF impairment charges

11,238 2,554 12,488

SHOP Segment:

1 unchanged sentence

13,643 2,122 15,142

LaSalle Properties (5) (7)

Wellington, Florida skilled nursing facility (6)

Total SHOP impairment charges 13,643 2,122 15,142

1 unchanged sentence

(1) These seven properties were impaired after the Company received an offer by the tenant to purchase all seven properties, which caused the Company to reassess its expected holding period for these properties.

As of December 31, 2023, these properties were not disposed nor are under contract for disposal.

As of December 31, 2024, these properties were disposed.

(2) This property was impaired to reduce its carrying value to its contractual sales price of $ 6.0 million as determined by a purchase and sale agreement executed in 2024.

The property was subsequently disposed in January 2025.

(3) The Company began marketing this property for sale in the fourth quarter of 2022 and this property was disposed in the year ended December 31, 2023.

(4) This property has been actively marketed for sale since September 2021.

As of December 31, 2023 this property was not disposed, but is scheduled for sale in the second quarter of 2024.

(4) Consists of eight properties actively marketed for sale.

Of the eight properties, one property was impaired in the year ended December 31, 2023 and six properties were impaired in year ended December 31, 2022.

During the year ended December 31, 2023, four of these properties were disposed.

One of these properties is scheduled for sale in the second quarter of 2024.

(5) These four properties were disposed in the year ended December 31, 2022.

(6) This property was disposed in the year ended December 31, 2021.

The Company recorded this impairment charge in the year ended December 31, 2021 to reduce the carrying value of the property to its estimated fair value as determined by an amendment to its purchase and sale agreement.

The Company had previously recorded $ 2.3 million of impairment charges on this property in the year ended December 31, 2020.

(7) These properties were impaired to reduce their carrying values to their estimated fair values, respectively, as determined by the Assets Held for Use approach described above.

HEALTHCARE TRUST, INC.

As of December 31, 2024, this property was not disposed.

(5) For the year ended December 31, 2024, includes two properties actively marketed for sale and one additional property that was disposed in 2024.

Of the two properties, one property was impaired in the year ended December 31, 2023 and one property was impaired in year ended December 31, 2022.

(6) The two remaining properties were impaired to reduce their carrying values to their estimated fair values, respectively, as determined by the Assets Held for Use approach described above.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

10 unchanged sentences

Fox Ridge North Little Rock - North Little Rock, AR 1 9,204 9,458 2.95 % 2.95 % Fixed May 2049

Capital One MOB Loan 41 378,500 378,500 3.71 % 3.73 % Fixed (2) Dec.

Capital One OMF Loan

40 363,957 378,500 3.58 % 3.71 % Fixed (2) Dec.

Multi-Property CMBS Loan 20 116,037 116,037 4.60 % 4.60 % Fixed May 2028

1 unchanged sentence

BMO CMBS 8 37,472 42,750 2.89 % 2.89 % Fixed Dec.

Barclays MOB Loan 62 240,000 — 6.45 % — % Fixed June 2033

Barclays OMF Loan

60 234,173 240,000 6.45 % 6.45 % Fixed June 2033

BMO CPC Mortgage

4 7,500 — 6.84 % — % Fixed March 2034

Gross mortgage notes payable 135 789,647 821,379 4.56 % 4.58 %

4 unchanged sentences

(1) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2024 and 2023.

For the SOFR/LIBOR based loans, SOFR/LIBOR in effect at the balance sheet date was utilized.

For the Capital One MOB Loan, the effective rate does not include the effect of amortizing the amount paid to terminate the previous pay-fixed swap.

See Note 7 — Derivatives and Hedging Activities for additional details.

(2) Variable rate loan, based on daily SOFR, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements.

The Company allocated $ 378.5 million of its “pay-fixed” interest rate swaps to this mortgage consistently as of December 31, 2024 and 2023.

In late December 2024, the Company proactively executed a minor amendment to the hedged notional to match the expected prospective loan balance of $ 364.0 million.

This amendment became effective in January 2025.

(3) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing.

7 unchanged sentences

As of December 31, 2024, the Company was in compliance with these financial covenants.

Subsequent to December 31, 2023, the Company entered into one new secured mortgage note for a principal amount of $ 7.5 million (see Note 17 — Subsequent Events for additional details).

See Note 5 — Credit Facilities - Future Principal Payments for a schedule of principal payment requirements of the Company’s mortgage notes and credit facilities.

Barclays MOB Loan

On May 24, 2023, the Company, through certain subsidiaries of the OP, entered into a non-recourse loan agreement (the “Barclays MOB Loan Agreement”), with (i) Barclays Capital Real Estate Inc., (ii) Société Générale Financial Corporation and (iii) KeyBank National Association (each individually, a “Lender,” and collectively, the “Lenders”), in the aggregate amount of $ 240.0 million (the “Barclay’s MOB Loan”).

In connection with the Barclay’s MOB Loan Agreement, the OP entered into a Guaranty Agreement (the “Guaranty”) and an Environmental Indemnity Agreement (the “Environmental Indemnity”) for the benefit of the Lenders.

HEALTHCARE TRUST, INC.

Barclays OMF Loan

On May 24, 2023, the Company, through certain subsidiaries of the OP, entered into a non-recourse loan agreement (the “Barclays OMF Loan Agreement”), with (i) Barclays Capital Real Estate Inc., (ii) Société Générale Financial Corporation and (iii) KeyBank National Association (each individually, a “Lender,” and collectively, the “Lenders”), in the aggregate amount of $ 240.0 million (the “Barclays OMF Loan”).

In connection with the Barclays OMF Loan Agreement, the OP entered into a guaranty agreement and an environmental indemnity agreement for the benefit of the Lenders.

The Barclays OMF Loan is secured by, among other things, first priority mortgages on the Company’s interests in 60 OMFs with an aggregate gross asset value of $ 406.3 million.

The Barclays OMF Loan has a 10-year term and is interest-only at a fixed rate of 6.453 % per year.

Under the Barclays OMF Loan Agreement, the Company is required to make interest-only payments on a monthly basis with the principal balance due on the maturity date of June 6, 2033.

The Barclays OMF Loan Agreement requires the OP to comply with certain covenants, including, maintaining combined cash and cash equivalents totaling at least $ 12.5 million at all times.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

The Barclays MOB Loan is secured by, among other things, first priority mortgages on the Company’s interests in 62 MOBs with an aggregate gross asset value of $ 417.5 million.

The Barclays MOB Loan has a 10-year term and is interest-only at a fixed rate of 6.453 % per year.

Under the Barclays MOB Loan Agreement, the Company is required to make interest-only payments on a monthly basis with the principal balance due on the maturity date of June 6, 2033.

The Barclays MOB Loan Agreement requires the OP to comply with certain covenants, including, maintaining combined cash and cash equivalents totaling at least $ 12.5 million at all times.

Subject to certain conditions, the Company may prepay the Barclays MOB Loan in whole or in part at any time after one year from closing with a pre-payment premium equal to the Yield Maintenance Program (as defined in the Barclays MOB Loan Agreement) by providing the lenders thereunder with prior written notice of prepayment no less than thirty days before prepayment, subject to a pre-payment premium equal to the Yield Maintenance Premium (as defined in the Barclay’s MOB Loan Agreement).

Following the earlier of May 24, 2026 and the date that is two years after the securitization of the Barclay’s MOB Loan, the Company may prepay the Barclays MOB Loan through defeasance, Notwithstanding the foregoing, the Barclays MOB Loan may be prepaid at par during the final six months of the term.

The Company paid $ 7.8 million in deferred financing costs related to the Barclay’s MOB Loan, which is amortized into interest expense over the term of the loan.

At the closing of the Barclays MOB Loan, the Company applied $ 194.8 million of the Barclays MOB Loan proceeds to repay and terminate the Company’s then-existing credit facility (the “Prior Credit Facility”).

Subject to certain conditions, the Company may prepay the Barclays OMF Loan in whole or in part at any time after one year from closing with a pre-payment premium equal to the Yield Maintenance Program (as defined in the Barclays OMF Loan Agreement) by providing the lenders thereunder with prior written notice of prepayment no less than thirty days before prepayment, subject to a pre-payment premium equal to the Yield Maintenance Premium (as defined in the Barclays OMF Loan Agreement).

Following the earlier of May 24, 2026 and the date that is two years after the securitization of the Barclays OMF Loan, the Company may prepay the Barclays OMF Loan through defeasance, Notwithstanding the foregoing, the Barclays OMF Loan may be prepaid at par during the final six months of the term.

The Company paid $ 7.8 million in deferred financing costs related to the Barclays OMF Loan, which is amortized into interest expense over the term of the loan.

At the closing of the Barclays OMF Loan, the Company applied $ 194.8 million of the Barclays OMF Loan proceeds to repay and terminate the Company’s then-existing credit facility (the “Prior Credit Facility”).

The Company also terminated its interest rate swap contracts that formerly hedged interest rate changes under the Prior Credit Facility (see Note 7 — Derivatives and Hedging Activities for additional information).

The remaining proceeds of approximately $ 39.0 million (after the payment of Barclays MOB Loan closing costs and reimbursement of deposits) were used for general corporate purposes, subject to the terms of the Barclays MOB Loan Agreement.

The remaining proceeds of approximately $ 39.0 million (after the payment of Barclays OMF Loan closing costs and reimbursement of deposits) were used for general corporate purposes, subject to the terms of the Barclays OMF Loan Agreement.

Additionally, by terminating the Prior Credit Facility, the Company is no longer subject to certain restrictive covenants previously imposed by the Prior Credit Facility (see Note 5 — Credit Facilities for additional information).

Under the Guaranty, the OP has (i) guaranteed the full repayment of the Barclays MOB Loan in the case of certain major defaults by the Company or the OP, including bankruptcy, and (ii) indemnified the Lenders against losses, costs or liabilities related to certain other “bad boy” acts of the Company or the OP, including fraud, willful misconduct, bad faith, and gross negligence.

Pursuant to the Environmental Indemnity, the OP and the Company have indemnified the Lenders against losses, costs or liabilities related to certain environmental matters.

On November 15, 2021, the Company, entered into a $ 42.8 million loan agreement (the “BMO MOB Loan”) with Bank of Montreal (“BMO”).

The BMO MOB Loan requires monthly interest-only payments, with the principal balance due on the maturity date.

The BMO MOB Loan permits BMO to securitize the entire BMO MOB Loan or any portion thereof.

At the closing of the BMO MOB Loan, the net proceeds after accrued interest and closing costs were used to (i) repay approximately $ 37.0 million of indebtedness under the Prior Credit Facility, under which nine of the properties were included as part of the borrowing base prior to the BMO MOB Loan, (ii) fund approximately $ 2.5 million in deposits required to be made at closing into reserve accounts required under the loan agreement.

On November 15, 2021, the Company entered into a $ 42.8 million loan agreement (the “BMO OMF Loan”) with Bank of Montreal (“BMO”).

The BMO OMF Loan requires monthly interest-only payments, with the principal balance due on the maturity date.

The BMO OMF Loan permits BMO to securitize the entire BMO OMF Loan or any portion thereof.

At the closing of the BMO OMF Loan, the net proceeds after accrued interest and closing costs were used to (i) repay approximately $ 37.0 million of indebtedness under the Prior Credit Facility, under which nine of the properties were included as part of the borrowing base prior to the BMO OMF Loan, and (ii) fund approximately $ 2.5 million in deposits required to be made at closing into reserve accounts required under the loan agreement.

The remaining $ 2.4 million net proceeds available to the Company were used for general corporate purposes and acquisitions.

HEALTHCARE TRUST, INC.

BMO CPC Mortgage

On February 22, 2024, the Company entered into the BMO CPC Mortgage Loan in connection with a four -property acquisition also completed in the year ended December 31, 2024.

The mortgage has a principal balance of $ 7.5 million, bears interest at an annual fixed rate of 6.84 % and matures in February 2034 with no principal amounts due until that time.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Note 5 — Credit Facilities, Net

Note 5 — Credit Facilities

The Company had the following credit facilities outstanding as of December 31, 2024 and 2023:

3 unchanged sentences

(In thousands) (In thousands)

Prior Credit Facility:

Revolving Credit Facility $ — $ 30,000 — % 7.26 % Variable Mar.

Term Loan — 150,000 — % 5.11 % Fixed (6) Mar.

Deferred financing costs — ( 1,750 )

Term Loan, net — 148,250

Total Prior Credit Facility — $ — $ 178,250

Fannie Mae Master Credit Facilities:

3 unchanged sentences

Other Facilities:

MOB Warehouse Facility 5 (4) 14,748 — 8.36 % — % Variable (7) Dec.

OMF Warehouse Facility

7 (4) 21,708 14,748 7.55 % 8.36 % Variable (6) Dec.

Total Credit Facilities 28 $ 362,216 $ 361,026 7.23 % (5) 7.90 % (5)

2 unchanged sentences

(3) Secured by first-priority mortgages on 10 of the Company’s SHOPs as of December 31, 2024 with an aggregate carrying value of $ 264.9 million.

(4) Secured by first-priority mortgages on five of the Company’s MOBs as of December 31, 2023 with an aggregate carrying value of $ 23.0 million.

(4) Secured by first-priority mortgages on seven of the Company’s OMFs as of December 31, 2024 with an aggregate carrying value of $ 32.6 million.

(5) Calculated on a weighted average basis for all credit facilities outstanding as of December 31, 2024 and 2023, respectively.

(6) Variable rate loan, based on SOFR, all of which was economically fixed as a result of entering into “pay-fixed” interest rate swap agreements (the Company designates its SOFR “pay-fixed” interest rate swaps against all 30-day SOFR debt, see Note 7 — Derivatives and Hedging Activities for additional details).

(6) The effective rates above only include the impact of designated hedging instruments.

The Company also has seven non-designated interest rate cap agreements with an aggregate notional amount of $ 364.2 million which limits 30-day SOFR to 3.50 %.

The Company also has eight active non-designated interest rate cap agreements with an aggregate notional amount of $ 369.2 million which limits 30-day SOFR to 3.50 %.

The Company did not designate these derivatives as hedges and accordingly, the changes in value and any cash received from these derivatives are presented within gain (loss) on derivative instruments on the consolidated statements of operations and comprehensive loss (see discussion below and Note 7 — Derivatives and Hedging Activities for additional details).

Inclusive of the impact of these interest rate caps on these non-designated derivatives, the economic interest rate on the Capital One Fannie Mae Facility was 5.89 %, the economic interest rate on the KeyBank Fannie Mae Facility was 5.95 % and the economic interest rate on the MOB Warehouse Facility was 6.50 %.

as of December 31, 2023.

The economic interest rate on the Capital One Fannie Mae Facility was 5.26 % and the economic interest rate on the KeyBank Fannie Mae Facility was 5.96 % as of December 31, 2022.

(8) During the year ended December 31, 2022, the Company exercised its option to extend the maturity one year to March 2024.

(9) Effective interest rate below for variable rate debt gives effect to any “pay-fixed” swaps entered into by the Company allocated to the loan for presentation purposes.

If no “pay-fixed” swaps are allocated, the effective interest rate below represents the variable rate (or contractual floor if appropriate) and the applicable margin in effect as of December 31, 2023 and 2022.

As of December 31, 2023, the carrying value of our real estate investments, at cost was $ 2.6 billion, with $ 1.3 billion of this amount pledged as collateral for mortgage notes payable, $ 614.0 million of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and $ 23.0 million of this amount pledged to secure advances under the MOB Warehouse Facility.

Inclusive of the impact of these non-designated derivatives, the economic interest rates on the Capital One Fannie Mae Facility, KeyBank Fannie Mae Facility and OMF Warehouse Facility were 5.89 %, 5.93 % and 6.50 %, respectively, as of December 31, 2024 and 5.89 %, 5.95 % and 6.50 %, respectively, as of December 31, 2023

As of December 31, 2024, the carrying value of the Company’s real estate investments, at cost was $ 2.5 billion, with $ 1.3 billion of this amount pledged as collateral for mortgage notes payable, $ 619.0 million of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and $ 32.6 million of this amount pledged to secure advances under the OMF Warehouse Facility.

All of the real estate assets pledged to secure debt or comprising the borrowing base of the relevant facilities are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, unless, as applicable, the existing indebtedness associated with such real estate assets is satisfied or the asset is removed from the borrowing base of the relevant facilities, which would impact availability thereunder.

HEALTHCARE TRUST, INC.

Unencumbered real estate investments, at cost as of December 31, 2024 was $ 533.1 million, although there can be no assurance as to the amount of liquidity the Company would be able to generate from using these unencumbered assets as collateral for mortgage loans, adding them to the borrowing base of the Fannie Mae Master Credit Facilities or OMF Warehouse Facility, or other future financings.

Prior Credit Facility

The Company’s prior credit facility (the “Prior Credit Facility”) consisted of two components, a revolving credit facility and a term loan, which were interest-only and would have matured on March 13, 2024.

The Prior Credit Facility was fully repaid in May 2023 with net proceeds provided by the Barclays OMF Loan (see Note 4 — Mortgage Notes Payable, Net for details) and the Prior Credit Facility was terminated.

At termination, the Company wrote off the remaining deferred financing costs associated with the Prior Credit Facility of $ 2.6 million, which is included in interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Unencumbered real estate investments, at cost as of December 31, 2023 was $ 635.9 million, although there can be no assurance as to the amount of liquidity the Company would be able to generate from using these unencumbered assets as collateral for mortgage loans, adding them to the borrowing base of the Fannie Mae Master Credit Facilities or MOB Warehouse Facility, or other future financings.

Prior Credit Facility

The Prior Credit Facility consisted of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”).

The Revolving Credit Facility and Term Loan were interest-only and would have matured on March 13, 2024.

The Prior Credit Facility was fully repaid and terminated in May 2023 with net proceeds provided by the Barclays MOB Loan (see Note 4 — Mortgage Notes Payable, Net for details).

Amounts outstanding under the Prior Credit Facility bore interest at the Company’s option of either (i) SOFR, plus an applicable margin that ranges, depending on the Company’s leverage, from 2.10 % to 2.85 % or (ii) the Base Rate (as defined in the Prior Credit Facility), plus an applicable margin that ranged, depending on the Company’s leverage, from 0.85 % to 1.60 %.

For the period from January 1, 2023 through the termination of the Prior Credit Facility in May 2023, the Company elected to use the SOFR option for all of its borrowings under the Prior Credit Facility.

At termination, the Company wrote off the remaining deferred financing costs associated with the Prior Credit Facility of $ 2.6 million which is included in interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

The Prior Credit Facility contained various restrictions which no longer apply, that limited the Company’s ability to incur additional debt, maintain certain cash balances or pay dividends, among other things.

Fannie Mae Master Credit Facilities

On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master credit facility agreement relating to a secured credit facility with KeyBank (the “KeyBank Facility”) and a master credit facility agreement with Capital One for a secured credit facility with Capital One Multifamily Finance LLC, an affiliate of Capital One (the “Capital One Facility”;

the Capital One Facility and the KeyBank Facility are referred to herein individually as “Fannie Mae Master Credit Facility” and together as the “Fannie Mae Master Credit Facilities”).

Advances made under these agreements are assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program.

Advances made under these agreements were assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program.

As of December 31, 2024, $ 340.5 million was outstanding under the Fannie Mae Master Credit Facilities.

4 unchanged sentences

The Fannie Mae Master Credit Facilities mature on November 1, 2026.

In the year ended December 31, 2023, the Company provided cash deposits totaling $ 11.8 million to Fannie Mae because the debt service coverage ratios of the underlying properties of each facility were below the minimum required amount per the debt agreements.

This amount is recorded as restricted cash and is pledged as additional collateral for the Fannie Mae Master Credit Facilities.

This deposit will be refunded the earlier of the Company’s achievement of a debt service coverage ratio above the minimum required amount of 1.40 or the maturity of the Fannie Mae Master Credit Facilities.

MOB Warehouse Facility

On December 22, 2023, the Company, through wholly-owned subsidiaries of the OP, entered into a loan agreement with Capital One (the “MOB Warehouse Facility”) to provide up to $ 50.0 million of variable-rate financing.

As of December 31, 2023, $ 14.7 million was outstanding under the MOB Warehouse Facility.

The Company may request future advances under the MOB Warehouse Facility by adding eligible MOBs to the collateral pool subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests.

Borrowings under the MOB Warehouse Facility bear interest at a monthly rate equal to the sum of the current SOFR for one-month denominated deposits and a spread of 3.0 %.

The Company provided an additional deposit of $ 0.3 million during the year December 31, 2024, bringing the total deposits to $ 12.1 million as of December 31, 2024.

These deposits are recorded as restricted cash on the Company’s consolidated balance sheet and are pledged as additional collateral for the Fannie Mae Master Credit Facilities.

This deposit will be refunded upon the earlier of the Company’s achievement of a debt service coverage ratio above the minimum required amount of 1.40 or the maturity of the Fannie Mae Master Credit Facilities.

OMF Warehouse Facility

On December 22, 2023, the Company, through wholly-owned subsidiaries of the OP, entered into a loan agreement with Capital One (the “OMF Warehouse Facility”) to provide up to $ 50.0 million of variable-rate financing.

As of December 31, 2024, $ 21.7 million was outstanding under the OMF Warehouse Facility.

The Company may request future advances under the OMF Warehouse Facility by adding eligible OMFs to the collateral pool subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests.

Borrowings under the OMF Warehouse Facility bear interest at a monthly rate equal to the sum of the current SOFR for one-month denominated deposits and a spread of 3.0 %.

Interest payments are due monthly, with no principal payments due until maturity in December 2026.

HEALTHCARE TRUST, INC.

Non-Designated Interest Rate Caps

As of December 31, 2024, the Company had eight SOFR-based interest rate cap agreements with an aggregate current effective notional amount of $ 369.2 million which caps SOFR at 3.50 % with terms through January 2027.

See Note 7 — Derivatives and Hedging Activities for additional information regarding the Company’s derivatives.

In connection with the Fannie Mae Master Credit Facilities, the Company was required to enter into interest rate cap agreements, which the Company periodically renews upon their expiration.

During the year ended December 31, 2024, the Company paid total premiums of $ 1.5 million to renew one interest rate cap with an aggregate notional amount of $ 58.1 million which matured during the year ended December 31, 2024.

The Company also paid a premium of $ 0.3 million for a new interest rate cap with a notional amount of $ 7.0 million which matures in January 2027.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Interest Rate Swaps Designated to Credit Facilities

As of December 31, 2023, the Company did not have any interest rate swaps designated to any of its credit facilities.

As of December 31, 2022, the Company had $ 150.0 million of SOFR-based interest swap agreements, which were allocated to the Term Loan, and $ 50.0 million of LIBOR-based interest swap agreements which were allocated to the Capital One Facility.

These swaps were all terminated in the year ended December 31, 2023.

The Term Loan was fully repaid in the year ended December 31, 2023, but the Capital One Facility remains outstanding.

Non-Designated Interest Rate Caps Required by Credit Facilities

As of December 31, 2023, the Company had seven SOFR-based interest rate cap agreements with an aggregate current effective notional amount of $ 364.2 million which caps SOFR at 3.50 % with terms through January 2027.

The Company does not apply hedge accounting to these agreements and changes in value as well as any cash received are presented within (loss) gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss ( see Note 7 — Derivatives and Hedging Activities for additional disclosure regarding the Company’s derivatives).

In connection with the Fannie Mae Master Credit Facilities, the Company was required to enter into interest rate cap agreements.

Periodically, the Company renews these interest rate cap agreements upon their expiration.

During the year ended December 31, 2023, the Company paid premiums of $ 9.6 million to renew five interest rate caps with an aggregate notional amount of $ 289.4 million which matured in the year ended December 31, 2023.

The Company also paid a premium of $ 0.4 million for a new interest rate cap with a notional amount of $ 14.7 million in connection with the MOB Warehouse Facility.

Future Principal Payments

9 unchanged sentences

Total $ 789,647 $ 362,216 $ 1,151,863

LIBOR Transition

In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts.

On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021.

The remaining USD LIBOR settings will continue to be published through June 30, 2023.

The Company had no LIBOR-based borrowings or derivative instruments as of December 31, 2023.

As of December 31, 2023, the Company had $ 346.3 million of variable-rate, SOFR-based borrowings under the Fannie Mae Master Credit Facilities which automatically transitioned from variable-rate, LIBOR-based borrowings on July 1, 2023.

As of December 31, 2023, the Company had SOFR-based interest rate caps with an aggregate notional amount of $ 349.4 million which are not designated as hedging instruments which also transitioned from LIBOR-based contracts effective July 1, 2023.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

During the year ended December 31, 2022, the Company converted $ 150.0 million of its “pay-fixed” swaps on its Prior Credit Facility from LIBOR to SOFR, as well as its $ 378.5 million Capital One MOB Loan and the related “pay-fixed” swap from LIBOR to SOFR.

During the year ended December 31, 2023, the Company terminated its remaining $ 50.0 million of LIBOR-based “pay-fixed” swaps.

The “pay-fixed” swaps were terminated in an asset position and the Company received $ 5.4 million in cash following the termination.

This amount was included in accumulated other comprehensive income (“AOCI”), and will amortize into earnings as a reduction to interest expense through March 2024 (the original term of the swap and variable hedged debt).

See Note 7 — Derivatives and Hedging Activities for additional details.

The Company’s existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of its operating and administrative expenses, debt service obligations (including principal repayment), the repayment of the Promissory Note (which was repaid in full in January 2025) and distributions to holders of its Series A Preferred Stock and Series B Preferred Stock.

The Company closely monitors its current and anticipated liquidity position relative to its current and anticipated demands for cash and believes that it has sufficient current liquidity to meet its financial obligations for at least the next twelve months.

The Company expects to fund its future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by its operating activities, potential future advances under its Fannie Mae Master Credit Facilities and OMF Warehouse Facility, net cash provided by its property dispositions and potential new financings utilizing certain of its currently unencumbered properties.

Note 6 — Fair Value of Financial Instruments

14 unchanged sentences

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities.

In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities.

In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those instruments fall.

14 unchanged sentences

Changes in the type of inputs may result in a reclassification for certain assets.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2023.

There has been no transfer into or out of Level 3 financial instruments during the periods presented.

Real Estate Investments Measured at Fair Value on a Non-Recurring Basis

1 unchanged sentence

The Company has impaired real estate investments held-for-use, which are carried at fair value on a non-recurring basis on the consolidated balance sheet as of December 31, 2024 and 2023.

As of December 31, 2023, the Company owned 12 held-for-use properties ( eight MOBs, three SHOPs and one land parcel) for which the Company has reconsidered its expected holding periods, of which four properties ( one MOB and two SHOPs and one land parcel) are being marketed for sale.

As of December 31, 2022, the Company owned 17 held-for-use properties ( nine MOB and eight SHOPs) for which the Company had reconsidered its expected holding periods, of which 10 properties ( two MOBs and eight SHOPs) were being marketed for sale.

As of December 31, 2024, the Company owned 20 held-for-use properties ( 16 OMFs and four SHOPs) for which the Company had reconsidered their expected holding periods, all of which are being marketed for sale.

As a result, the Company evaluated the impact on its ability to recover the carrying values of the respective properties and has previously recorded impairment charges on one property to reduce the carrying value to its estimated fair value.

As of December 31, 2023, the Company owned 12 held-for-use properties ( eight OMFs, three SHOPs and one land parcel) for which the Company has reconsidered its expected holding periods, of which four properties ( one OMF and two SHOPs and one land parcel) are being marketed for sale.

As a result, the Company evaluated the impact on its ability to recover the carrying values of the properties noted above and recorded impairment charges to write these properties down to their estimated fair values.

7 unchanged sentences

The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

7 unchanged sentences

3 $ 788,464 $ 747,542 $ 820,106 $ 787,665

Prior Credit Facility 3 $ — $ — $ 180,000 $ 179,496

Fannie Mae Master Credit Facilities 3 $ 346,278 $ 346,996 $ 352,047 $ 353,034

MOB Warehouse Facility 3 $ 14,748 $ 14,796 $ — $ —

The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of borrowing arrangements, excluding the value of derivatives.

Credit facilities

3 $ 362,216 $ 362,974 $ 361,026 $ 361,792

3 $ 1,150,680 $ 1,110,516 $ 1,181,132 $ 1,149,457

The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Company’s experience with similar types of borrowing arrangements, excluding the value of derivatives.

Note 7 — Derivatives and Hedging Activities

14 unchanged sentences

Cash Flow Hedges of Interest Rate Risk

As of December 31, 2023 and 2022, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:

December 31, 2023 December 31, 2022

Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount

(In thousands) (In thousands)

SOFR-based interest rate “pay-fixed” swaps 1 $ 378,500 7 $ 528,500

LIBOR-based interest rate “pay-fixed” swaps — — 2 50,000

Total interest rate “pay-fixed” swaps 1 $ 378,500 9 $ 578,500

HEALTHCARE TRUST, INC.

As of both December 31, 2024 and December 31, 2023, the Company had one derivative with a notional value of $ 378.5 million, designated as a cash flow hedge of interest rate risk.

In late December 2024, the Company proactively executed a minor amendment to the hedged notional to match the expected prospective loan balance of 364.0 million.

This amendment became effective in January 2025.

The Company uses its interest rate swap as part of its interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments by the Company over the life of the agreement without exchange of the underlying notional amount.

During the years ended December 31, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The remaining interest rate “pay-fixed” swap has a base interest rate of 1.61 % and matures December 2026.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the periods ended December 31, 2023 and 2022:

The table below details the location in the financial statements of the gain (loss) recognized on interest rate derivatives designated as cash flow hedges for the periods presented:

Year Ended December 31,

3 unchanged sentences

Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss $ 69,447 $ 66,078 $ 51,740

As of December 31, 2023, the Company had one interest rate swap that is designated as a cash flow hedge.

The interest rate swap is used as part of the Company’s interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the term of the agreements without exchange of the underlying notional amount.

During the years ended December 31, 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The interest rate “pay-fixed” swap has a base interest rate of 1.61 % and matures in December 2026.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

MOB Loan Swap Termination

In connection with the refinancing of the $ 250.0 million loan made by Capital One, National Association and certain other lenders to certain subsidiaries of the OP on June 30, 2017 (the “MOB Loan”), during the fourth quarter of 2019, the Company terminated two interest rate swaps with an aggregate notional amount of $ 250.0 million for a payment of approximately $ 2.2 million.

Following these terminations, $ 2.2 million was recorded in AOCI and was being recorded as an adjustment to interest expense over the original term of the two terminated swaps and the MOB Loan prior to its refinancing.

For the years ended December 31, 2022 and 2021, the Company reclassified $ 0.4 million and $ 0.9 million, respectively, from AOCI as increases to interest expense.

No amounts remained in AOCI related to these previously terminated swaps as of December 31, 2023 and 2022.

2023 Swap Terminations

4 unchanged sentences

For the year ended December 31, 2023, the Company reclassified $ 4.2 million from AOCI as decreases to interest expense.

The remaining $ 1.2 million associated with the 2023 terminated swaps in AOCI as of December 31, 2023 will be reclassified into earnings as a decrease to interest expense through March 2024.

The remaining $ 1.2 million associated with the 2023 terminated swaps in AOCI as of December 31, 2023 was reclassified into earnings as a decrease to interest expense through March 2024.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

During the next twelve months, from January 1, 2024 through December 31, 2024, the Company estimates that $ 13.5 million will be reclassified from other comprehensive income as a decrease to interest expense relating to the “pay-fixed” swaps designated as derivatives, inclusive of the reclassifications from the 2023 swap terminations described above.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

During the next twelve months, from January 1, 2025 through December 31, 2025, the Company estimates that $ 9.0 million will be reclassified from other comprehensive income as a decrease to interest expense relating to the “pay-fixed” swaps designated as derivatives.

Non-Designated Derivatives

8 unchanged sentences

(2) All of the Company’s interest rate cap agreements limit 30-day SOFR to 3.50 % with terms through January 2027.

The actual 30-day SOFR rates during the fourth quarter of 2022 exceeded the strike price rate of 3.50 %, and since then the Company has received cash payments under these agreements.

Changes in the fair market value of these non-designated derivatives, as well as any cash received, are presented within gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

These derivatives are used to manage the Company’s exposure to interest rate movements, but the Company has not elected to apply hedge accounting.

As of December 31, 2023, the Company had entered into seven SOFR-based interest rate caps with a notional amount of $ 364.2 million which limit 30-day SOFR borrowings to 3.50 % and have varying expiration dates through January 2027.

Beginning in the fourth quarter of 2022, LIBOR exceeded 3.50 % and the Company began receiving payments under these interest rate caps.

While the Company does not apply hedge accounting for these interest rate caps, they are economically hedging the Capital One Facility, KeyBank Facility and MOB Warehouse Facility.

Changes in the fair value of, and any cash received from, derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to earnings and are presented within (loss) gain on non-designated derivatives in our consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2023, 2022 and 2021, (loss) gain on non-designated derivatives were a loss of $ 2.0 million (including cash received of $ 5.6 million), a gain of $ 3.8 million (including cash received of $ 0.3 million) and a gain of $ 37,000 , respectively.

The Company paid premiums of $ 9.6 million to renew five interest rate caps with an aggregate notional amount of $ 289.4 million which matured in the year ended December 31, 2023, and the Company also paid $ 0.4 million for a new interest rate cap entered into during the year ended December 31, 2023 for a notional amount of $ 14.7 million.

One interest rate cap with a notional amount of $ 60.0 million matures in April 2024, which represents the next interest rate cap maturity.

The Company is required to maintain an aggregate notional value of its interest rate caps equal to the aggregate principal value of its Fannie Mae Credit Facilities, and accordingly expects to renew this maturing cap which is actively hedging exposure to SOFR at a strike price of 3.50 %.

All of the Company’s LIBOR-based interest rate caps were transitioned to SOFR-based contracts effective July 1, 2023.

HEALTHCARE TRUST, INC.

As of December 31, 2024, the Company had entered into eight SOFR-based interest rate caps with a notional amount of $ 369.2 million which limit 30-day SOFR borrowings to 3.50 % and have varying expiration dates through January 2027.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Beginning in the fourth quarter of 2022, both LIBOR and SOFR exceeded 3.50 % and the Company began receiving payments under these interest rate caps.

While the Company does not apply hedge accounting for these interest rate caps, they are economically hedging the Capital One Facility, KeyBank Facility and OMF Warehouse Facility.

Changes in the fair value of, and any cash received from, derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to earnings and are presented within (loss) gain on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2024, 2023 and 2022, (loss) gain on non-designated derivatives were a gain of $ 1.5 million (including cash received of 6.8 million), a loss of $ 2.0 million (including cash received of 5.6 million) and a gain of $ 3.8 million (including cash received of $ 0.3 million), respectively.

The Company paid premiums of $ 1.5 million to renew one interest rate cap with an aggregate notional amount of $ 58.1 million which matured during the year ended December 31, 2024, and the Company also paid $ 0.3 million for a new interest rate cap entered into during the year ended December 31, 2024 for a notional amount of $ 7.0 million.

Three interest rate caps with a notional amount of $ 138.5 million mature in July 2025, which represents the next interest rate cap maturity.

All of the Company’s LIBOR-based interest rate caps were transitioned to SOFR-based contracts effective July 1, 2023.

Offsetting Derivatives

13 unchanged sentences

Note 8 — Stockholders’ Equity

As of December 31, 2023 and 2022, the Company had 111,545,018 and 105,080,531 shares of common stock outstanding, respectively, including unvested restricted shares, shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases, and shares issued as stock dividends since October 2020.

Since October 2020, the Company has issued an aggregate of approximately 19.0 million shares in respect to the stock dividends.

No other additional shares of common stock were issued during the years ended December 31, 2023 or 2022.

References made to weighted-average shares and per-share amounts in the consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the cumulative increase in shares outstanding due to the stock dividends (including the January 2024 stock dividend), and are noted as such throughout the accompanying financial statements and notes.

Any future issuances of stock dividends will also result in retroactive adjustments.

As of December 31, 2024 and 2023, the Company had 28,296,439 and 27,886,255 shares of common stock outstanding, respectively, including unvested restricted shares, shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases, and shares issued as stock dividends since October 2020 and through January 2024.

Since October 2020, the Company has issued an aggregate of approximately 5.2 million shares (as adjusted to reflect the Reverse Stock Split) in respect to the stock dividends.

Except for shares issued as dividends, no other additional shares of common stock were issued during the years ended December 31, 2024 or 2023.

References made to weighted-average shares and per-share amounts in the consolidated statements of operations and comprehensive income or loss have been retroactively adjusted to reflect the cumulative increase in shares outstanding due to the stock dividends, and are noted as such throughout the accompanying financial statements and notes.

In addition, on March 27, 2024, the Company published a new Estimated Per-Share NAV as of December 31, 2023, which was approved by the Board on March 27, 2024.

See Note 1 — Organization for additional information.

On March 31, 2023, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2022, which was approved by the Board on March 31, 2023.

Share Repurchase Program

Under the Company’s share repurchase program (the “SRP”), as amended from time to time, qualifying stockholders are able to sell their shares to the Company in limited circumstances.

The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to significant conditions and limitations.

Repurchases of shares of the Company’s common stock, when requested, are at the sole discretion of the Board.

Under the SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions are considered for repurchase.

Additionally, pursuant to the SRP, the repurchase price per share equals 100 % of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

On August 13, 2020, in order to strategically maintain the Company’s liquidity in light of the continued impact of COVID-19 pandemic and to comply with an amendment to the Prior Credit Facility described in Note 5 — Credit Facilities, Net , which restricted the Company from repurchasing shares, the Board determined that, effective on August 14, 2020, repurchases under the SRP would be suspended.

The Board also rejected all repurchase requests made during the period from January 1, 2020 until the effectiveness of the suspension of the SRP.

No further repurchase requests under the SRP may be made unless and until the SRP is reactivated.

Share Repurchase Program

Under the Company’s share repurchase program (the “SRP”), as amended from time to time, qualifying stockholders are able to sell their shares to the Company in limited circumstances.

The Board suspended the SRP in August 2020 and no further repurchase requests under the SRP may be made unless and until the SRP is reactivated.

No assurances can be made as to when or if the SRP will be reactivated.

1 unchanged sentence

Shares repurchased under the SRP have the status of authorized but unissued shares.

The table below reflects the number of shares repurchased and the average price per share (retroactively adjusted for the stock dividends), under the SRP and does not include any repurchases under tender offers cumulatively through December 31, 2023:

Number of Shares Repurchased Average Price per Share

Cumulative repurchases as of December 31, 2022

4,896,620 $ 20.60

Year ended December 31, 2023

Cumulative repurchases as of December 31, 2023

4,896,620 20.60

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions paid in cash by the Company into shares of common stock.

No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP.

The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as all of the other shares of outstanding common stock.

The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP.

The Company has the right to amend the DRIP or terminate the DRIP with ten days ’ notice to participants.

Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared.

Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheets in the period distributions are declared.

During the years ended December 31, 2024, 2023 and 2022, the Company did no t issue any shares of common stock pursuant to the DRIP.

Because shares of common stock are only offered and sold pursuant to the DRIP in connection with the reinvestment of distributions paid in cash, participants in the DRIP will not be able to reinvest in shares thereunder for so long as the Company pays distributions in stock instead of cash.

Stockholder Rights Plan

1 unchanged sentence

In December 2020, the Company issued a dividend of one common share purchase right for each share of its common stock outstanding as authorized by its Board in its discretion.

In May 2023, the stockholder rights plan expired and was not renewed or replaced.

No purchase rights were executed pursuant to this agreement.

During the year ended December 31, 2023, The Company extended the expiration date of the stockholders rights plan from May 18, 2023 to May 18, 2026.

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock.

In connection with an underwritten offering in December 2019 (see details below), the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock as of December 31, 2023.

In September 2020, the Board authorized the classification of 600,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the Preferred Stock Equity Line (as defined below) and in May 2021, the Board authorized the classification of 2,530,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the offering in May 2021 (described below).

In September 2020, the Board authorized the classification of 600,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the preferred stock purchase agreement and registration rights agreement with B.

Riley Principal Capital, LLC and in May 2021, the Board authorized the classification of 2,530,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with an offering in May 2021.

The Company had 3,977,144 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2024 and 2023.

1 unchanged sentence

As a result of an underwritten offering in October 2021, the Company had 3,630,000 shares of Series B Preferred Stock issued and outstanding as of December 31, 2024 and 2023.

HEALTHCARE TRUST, INC.

The Company also had 100,000 Series A Preferred Units outstanding as of December 31, 2024 and December 31, 2023, which were accounted for as a component of non-controlling interests.

See Note 13 — Non-controlling Interests for additional information.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

4 unchanged sentences

The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased.

On and after December 11, 2024, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date.

The Series A Preferred Stock may be redeemed, in whole or in part, at the Company’s option, at any time and from time to time, at a cash redemption price of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date.

In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the “Series A Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date.

3 unchanged sentences

The necessary conditions to convert the Series A Preferred Stock into common stock have not been met as of December 31, 2024.

Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2023, 2022 and 2021.

Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations for the years ended December 31, 2024, 2023 and 2022.

The Series A Preferred Stock ranks senior to common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

1 unchanged sentence

Other than the limited circumstances described above and in the Series A Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.

Series A Preferred Stock Add-On Offering

On May 11, 2021, the Company completed an underwritten public offering of 2,352,144 shares (which includes 152,144 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its Series A Preferred Stock for net proceeds of $ 56.0 million after deducting the underwriters’ discount, structuring fee and other offering costs aggregating to $ 2.9 million.

Pursuant to the terms of the Prior Credit Facility, all proceeds were used to repay amounts outstanding under the Prior Credit Facility.

Series A Preferred Units

In September 2021, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 100,000 partnership units in the OP designated as “Series A Preferred Units”.

In September 2021, the Company partially funded the purchase of an OMF from an unaffiliated third party by causing the OP to issue 100,000 partnership units in the OP designated as “Series A Preferred Units”.

These were recorded at fair value on the date of the acquisition at $ 2.6 million and were included as part of the consideration paid for the acquisition.

Additionally, these are considered a non-controlling interest for the Company and were recorded as an increase in non-controlling interests on the consolidated balance sheet (see Note 13 — Non-controlling Interests for additional information).

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Preferred Stock Equity Line with B.

Riley Principal Capital, LLC

On September 15, 2020, the Company entered into a preferred stock purchase agreement and registration rights agreement with B.

Riley Principal Capital, LLC (“B.

Riley”), pursuant to which the Company has the right from time to time to sell up to an aggregate of $ 15 million of shares of its Series A Preferred Stock to B.

Riley until December 31, 2023, on the terms and subject to the conditions set forth in the purchase agreement.

This arrangement is also referred to as the “Preferred Stock Equity Line.” The Company controls the timing and amount of any sales to B.

Riley under the Preferred Stock Equity Line, and B.

Riley is obligated to make purchases of up to 3,500 shares of Series A Preferred Stock each time (as may be increased by mutual agreement by the parties) in accordance with the purchase agreement, upon certain terms and conditions being met.

The Company sold 15,000 shares under the Preferred Stock Equity Line during the year ended December 31, 2021, resulting in gross proceeds of $ 0.4 million and net proceeds of $ 0.3 million after fees and commissions.

In total, the Company incurred $ 1.2 million in costs related to establishing the Preferred Stock Equity Line which were all initially recorded in prepaid expenses and other assets on our consolidated balance sheet.

Upon receiving proceeds under the Preferred Stock Equity Line in the third quarter of 2021, the Company reclassified $ 30,000 of these prepaid costs to additional paid in capital in the Company’s consolidated statement of changes in equity as a reduction of the gross proceeds received under the Preferred Stock Equity Line.

In the year ended December 31, 2021, the Company determined that it was not probable that additional proceeds would be received from the Preferred Stock Equity Line and later terminated the Preferred Stock Equity Line.

As a result, the Company expensed the remaining balance of prepaid costs, which totaled $ 1.2 million, within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income during the year ended December 31, 2021.

The Company did not sell any Series A Preferred Stock under the Preferred Stock Equity Line during the year ended December 31, 2021.

Series B Preferred Stock

10 unchanged sentences

The Series B Preferred Stock ranks on parity with the Company’s Series A Preferred Stock, and senior to its common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Voting rights for holders of Series B Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series B Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series B Articles Supplementary) that materially and adversely affect the rights of the Series B Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series B Preferred Stock.

Other than the limited circumstances described above and in the Series B Articles Supplementary, holders of Series B Preferred Stock do not have any voting rights.

Underwritten Offering — Series B Preferred Stock

On October 6, 2021, the Company completed the initial issuance and sale of 3,630,000 shares (which includes 430,000 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its 7.125 % Series B Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $ 25.00 per share.

The offering generated gross proceeds of $ 90.8 million and net proceeds of $ 86.8 million, after deducting underwriting discounts, structuring fees and other costs.

Pursuant to the terms of the Prior Credit Facility, all proceeds were used to repay amounts outstanding under the Prior Credit Facility.

Distributions and Dividends

In April 2013, the Board authorized, and the Company began paying distributions on a monthly basis at a rate equivalent to $ 1.70 per annum, per share of common stock, which began in May 2013.

In March 2017, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of April 1, 2017, to a rate equivalent to $ 1.45 per annum per share of common stock.

On February 20, 2018, the Board authorized a further decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of March 1, 2018, to a rate equivalent to $ 0.85 per annum per share of common stock.

From March 1, 2018 until June 30, 2020, the Company paid monthly distributions to stockholders at a rate equivalent to $ 0.85 per annum per share of common stock.

Distributions were payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.

On August 13, 2020, the Board changed the Company’s common stock distribution policy in order to preserve the Company’s liquidity and maintain additional financial flexibility in light of the continued COVID-19 pandemic and to comply with an amendment to the Prior Credit Facility (see Note 5 — Credit Facility, Net for additional information) which restricted the Company from paying distributions on common stock.

Under the new policy, distributions authorized by the Board on the Company’s shares of common stock, if and when declared, are now paid on a quarterly basis in arrears in shares of the Company’s common stock valued at the Company’s estimated per share net asset value of common stock in effect on the applicable date, based on a single record date to be specified at the beginning of each quarter.

The following table details these stock dividends:

HEALTHCARE TRUST, INC.

From March 1, 2018 until June 30, 2020, the Company paid monthly distributions to stockholders at a rate equivalent to $ 3.40 (as adjusted to reflect the Reverse Stock Split) per annum per share of common stock.

On August 13, 2020, the Board changed the Company’s common stock distribution policy to preserve the Company’s liquidity and maintain additional financial flexibility.

Under the policy, distributions authorized by the Board on the Company’s shares of common stock were issued on a quarterly basis in arrears in shares of the Company’s common stock valued at the Company’s Estimated Per Share NAV of common stock in effect on the applicable date:

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

2 unchanged sentences

Stock Dividend Declaration Date Stock Dividend Issue Date Quarterly Stock Dividend Rate (per share)

October 1, 2020 October 15, 2020 0.013492

January 3, 2022 January 15, 2022 0.014655

7 unchanged sentences

January 3, 2024 January 16, 2024

April 3, 2023 April 17, 2023 0.015179

July 3, 2023 July 17, 2023 0.015179

October 2, 2023 October 16, 2023 0.015179

January 3, 2024 January 16, 2024

Tax Characteristics of Dividends

All common dividends in the years ended December 31, 2023, 2022 and 2021 were issued as stock dividends, which do not represent taxable dividends to shareholders for U.S.

federal income tax purposes.

All dividends paid on the Series A Preferred Stock and Series B Preferred Stock were considered 100% return of capital for tax purposes for the years ended December 31, 2023, 2022 and 2021.

The Company did not declare a quarterly stock dividend in April 2024, and does not intend to declare any further stock dividends in the future.

Note 9 — Related Party Transactions and Arrangements

As of December 31, 2023 and 2022, the Special Limited Partner owned 10,710 and 10,094 shares, respectively, of the Company’s outstanding common stock.

The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company.

As of December 31, 2023 and 2022, the Advisor held 90 partnership units in the OP designated as “Common OP Units.”

The limited partnership agreement of the OP (as amended from time to time, the “LPA”) allows for the special allocation, solely for tax purposes, of excess depreciation deductions of up to $ 10.0 million to the Advisor, a limited partner of the OP.

In connection with this special allocation, the Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP.

As of December 31, 2024 and 2023, the Special Limited Partner owned 2,718 shares of the Company’s outstanding common stock.

As of December 31, 2023, the Advisor held 90 partnership units in the OP designated as “Common OP Units”.

In connection with the Internalization, immediately prior to Closing, the Advisor transferred the 90 Common OP Units to the Advisor Parent.

As of December 31, 2024, the Advisor Parent held 90 Common OP Units.

Fees Incurred in Connection with the Operations of the Company

The Second Amended and Restated Advisory Agreement by and among the Company, the OP and the Advisor (as amended, the “Second A&R Advisory Agreement”) took effect on February 17, 2017, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the Second A&R Advisory Agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change of control (as defined in the Second A&R Advisory Agreement) or a transition to self-management, (iii) by 67 % of the independent directors of the Board for cause, without penalty, with 45 days’ notice or (iv) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreement or (b) any material breach of the Second A&R Advisory Agreement of any nature whatsoever by the Company.

The Second Amended and Restated Advisory Agreement by and among the Company, the OP and the Advisor (as amended, the “Second A&R Advisory Agreement”) took effect on February 17, 2017.

On July 25, 2019, the Company entered into Amendment No.

1 to the Second A&R Advisory Agreement (the “Advisory Agreement Amendment”) among the Company, the OP, and the Advisor.

The Advisory Agreement Amendment was unanimously approved by the Company’s independent directors.

Additional information on the Advisory Agreement Amendment is included later in this footnote under “Professional Fees and Other Reimbursements.”

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

1 to the Advisory Agreement (the “Advisory Agreement Amendment”), which was unanimously approved by the Company’s independent directors.

Additional information on the Advisory Agreement Amendment is included later in this Note under “Professional Fees and Other Reimbursements.”

Immediately following the Closing of the Internalization, the Company and the Advisor (now a wholly owned subsidiary of the Company following the Internalization) terminated the Advisory Agreement by mutual agreement.

Certain expenses have been incurred as a result of the Company’s decision to terminate the Advisory Agreement, which are discussed below in the section “ Internalization — Termination Fees ”.

The following describes certain expenses and fees that the Company was obligated to pay under the Advisory Agreement prior to its termination in connection with the Internalization.

Acquisition Expense Reimbursements

The Advisor may be reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses.

The amount reimbursed for insourced expenses may not exceed 0.5 % of the contract purchase price of each acquired property or 0.5 % of the amount advanced for a loan or other investment.

Additionally, the Company reimburses the Advisor for third party acquisition expenses.

Under the Second A&R Advisory Agreement, total acquisition expenses may not exceed 4.5 % of the contract purchase price of the Company’s portfolio or 4.5 % of the amount advanced for all loans or other investments.

This threshold has not been exceeded through December 31, 2023.

Asset Management Fees and Variable Management/Incentive Fees

Under the LPA and the advisory agreement that was superseded by the 0riginal amended and restated advisory agreement and until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the Board) to the Advisor partnership units of the OP designated as “Class B Units” (“Class B Units”).

The Advisor was reimbursed for services provided for which it incurred investment-related expenses, or insourced expenses.

The amount reimbursed for insourced expenses was not permitted to exceed 0.5 % of the contract purchase price of each acquired property or 0.5 % of the amount advanced for a loan or other investment.

Additionally, the Company reimbursed the Advisor for third-party acquisition expenses.

Under the Advisory Agreement, total acquisition expenses were not permitted to exceed 4.5 % of the contract purchase price of the Company’s portfolio or 4.5 % of the amount advanced for all loans or other investments.

This threshold was not exceeded through September 27, 2024, the date the Advisory Agreement was terminated.

Asset Management Fees

Under the limited partnership agreement of the OP (as amended from time to time, the “LPA”) and the previous advisory agreement and until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue to the Advisor partnership units of the OP designated as “Class B Units” (“Class B Units”).

The Class B Units were intended to be profit interests and vest, and no longer are subject to forfeiture, at such time as:

4 unchanged sentences

and (z) the Advisor is still providing advisory services to the Company (the “Performance Condition”).

Unvested Class B Units will be forfeited immediately if:

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Unvested Class B Units would be forfeited immediately if:

(a) the advisory agreement is terminated for any reason other than a termination without cause;

6 unchanged sentences

As of December 31, 2024, the Company determined that achieving the Performance Condition was not yet considered probable for accounting purposes.

The Advisor receives cash distributions on each issued Class B Unit equivalent to the cash distribution paid, if any on the Company’s common stock.

These cash distributions on Class B Units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the Performance Condition is considered probable to occur.

Stock dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted.

The Advisor received cash distributions on each issued Class B Unit equivalent to the cash distribution paid, if any on the Company’s common stock.

These cash distributions on Class B Units will be included in general and administrative expenses in the consolidated statements of operations and comprehensive loss if the Performance Condition is considered probable to occur.

The Board has previously approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.

The Board determined in February 2018 that Economic Hurdle had been satisfied, however none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units.

The Board determined in February 2018 that the Economic Hurdle had been satisfied, however none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units.

Therefore, no expense has ever been recognized in connection with the Class B Units.

On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units to the Advisor with respect to any period ending after March 31, 2015.

Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month.

The fixed portion of the base management fee is equal to $ 1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month.

There are no variable management fees earned from the issuance of common stock dividends.

The base management fee is payable to the Advisor or its assignees in cash, Common OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor and the value of any Common OP Unit or share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

In addition, the Second A&R Advisory Agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (1) the product of fully diluted shares common stock outstanding multiplied by (2) (x) 15.0 % of the applicable prior quarter’s Core Earnings (as defined below) per share in excess of $ 0.375 per share plus (y) 10.0 % of the applicable prior quarter’s Core Earnings per share in excess of $ 0.47 per share.

Core Earnings is defined as, for the applicable period, net income or loss, computed in accordance with GAAP, excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and approved by a majority of the independent directors).

The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

No variable management incentive fee was incurred for the years ended December 31, 2023, 2022 and 2021.

In connection with the Internalization, immediately prior to Closing, the Advisor transferred 359,250 Class B Units to the Advisor Parent.

Effective February 17, 2017, the Advisory Agreement required the Company to pay the Advisor a base management fee, which is payable on the first business day of each month.

The fixed portion of the base management fee was equal to $ 1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month.

There were no variable management fees earned from the issuance of common stock dividends.

Upon termination of the Advisory Agreement, the Company is no longer obligated to pay the base management fee.

In addition, the Advisory Agreement required the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (1) the product of fully diluted shares common stock outstanding multiplied by (2) (x) 15.0 % of the applicable prior quarter’s Core Earnings (as defined below) per share in excess of $ 0.375 per share plus (y) 10.0 % of the applicable prior quarter’s Core Earnings per share in excess of $ 0.47 per share.

No incentive fee was incurred for the year ended December 31, 2024 or 2023.

Upon termination of the Advisory Agreement, the Company is no longer obligated to pay a variable management/incentive fee.

In connection with the Internalization, on the Closing Date, the Advisor Parent received an asset management fee of $ 10.9 million, representing the aggregate Base Management Fee (as defined in the Advisory Agreement) that the Company would have been required to pay to the Advisor during the six month notice period required to terminate the Advisory Agreement, which began on June 25, 2024 when the Company delivered notice to the Advisor of its intention to effect the Internalization, inclusive of $ 5.5 million of Base Management Fees that the Company would have been required to pay to the Advisor during the remaining three month notice period following the Closing Date.

Property Management Fees

2 unchanged sentences

The Property Manager may charge a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties, and the Property Manager is allowed to receive a higher property management fee in certain cases if approved by the Company’s Board of Directors (including a majority of the independent directors).

If the Company contracts directly with third parties for such services, the Company will pay the third party customary market fees and will pay the Property Manager an oversight fee of 1.0 % of the gross revenues of the property managed by the third party.

In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property.

If the Property Manager provides services other than those specified in the Property Management Agreement, the Company will pay the Property Manager a monthly fee equal to no more than that which the Company would pay to a third party that is not an affiliate of the Company or the Property Manager to provide the services.

On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “A&R Property Management Agreement”) with the OP and the Property Manager.

The A&R Property Management Agreement automatically renews for successive one-year terms unless any party provides written notice of its intention to terminate the A&R Property Management Agreement at least 90 days prior to the end of the term.

Neither party has provided notice of intent to terminate.

The current term of the A&R Property Management Agreement expires February 17, 2023.

The Property Manager may assign the A&R Property Management Agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $ 100.0 million in assets under management.

On April 10, 2018, in connection with the Multi-Property CMBS Loan, the Company and the OP entered into a further amendment to the A&R Property Management Agreement confirming, consistent with the intent of the parties, that the borrowers under the Multi-Property CMBS Loan and other subsidiaries of the OP that own or lease the Company’s properties are the direct obligors under the arrangements pursuant to which the Company’s properties are managed by either the Property Manager or a third party overseen by the Property Manager pursuant to the A&R Property Management Agreement.

See the Mortgage Notes Payable table included in Note 4 — Mortgage Notes Payable, Net for additional information on the Multi- Property CMBS Loan.

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “Property Management Agreement”) with the OP and the Property Manager.

The Property Management Agreement automatically renews for successive one-year terms unless any party provides written notice of its intention to terminate the Property Management Agreement.

The Company provided the Property Manager with notice of its intent to self-manage in June 2024, and, in connection with the Internalization, the Advisor Parent contributed all its equity interests in the Property Manager to the Company.

Following the Closing of the Internalization, the Property Management Agreement remains in place as an intercompany agreement.

Professional Fees and Other Reimbursements

The Company reimburses the Advisor’s costs of providing administrative services including personnel costs, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee.

This reimbursement includes reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor.

During the year ended December 31, 2023, 2022 and 2021, the Company incurred $ 10.6 million, $ 8.8 million and $ 9.4 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.

The Company reimbursed the Advisor’s costs of providing administrative services including personnel costs, except for costs to the extent that the employees perform services for which the Advisor received a separate fee.

This reimbursement included reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor.

During the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 10.6 million, $ 10.6 million and $ 8.8 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.

These reimbursement expenses are included in general and administrative expense on the consolidated statements of operations and comprehensive loss.

In September 2022, the Advisor terminated certain of its employees who provided services to the Company and for which the Company reimbursed the Advisor for salaries and benefits.

In connection with the termination, the Company recognized a compensation charge, net of adjustments for previously accrued bonuses, of $ 0.3 million in the year ended December 31, 2022.

Additionally, the Company incurred $ 0.3 million of severance costs for terminated employees in the year ended December 31, 2023.

On July 25, 2019, the Company entered into the Advisory Agreement Amendment.

Under the Advisory Agreement Amendment, including prior to the Advisory Agreement Amendment, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs of employees to the extent that the employees perform services for which the Advisor receives a separate fee.

The Advisory Agreement Amendment clarifies that, with respect to executive officers of the Advisor, the Company is required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, other than for any executive officer that is also a partner, member or equity owner of AR Global, an affiliate of the Advisor.

Further, under the Advisory Agreement Amendment, the aggregate amount of expenses relating to salaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”), is limited to the greater of:

(a) a fixed component (the “Fixed Component”) and (b) a variable component (the “Variable Component”).

Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0 % and (y) the CPI, as defined in the Advisory Agreement Amendment for the prior year ended December 31st.

Initially, for the year ended December 31, 2019;

(a) the Fixed Component was equal to $ 6.8 million and (b) the Variable Component was equal to (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then (ii) multiplied by 0.29 %.

As of December 31, 2023 and 2022, the Fixed Component exceeded the Variable Component for both periods, and the Capped Reimbursement Amount was $ 8.0 million and $ 7.8 million, respectively.

The Company expects that the Capped Reimbursement Amount for the year ended December 31, 2024 will be approximately $ 8.2 million.

If the Company sells real estate investments aggregating an amount equal to or more than 25.0 % of Real Estate Cost, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement Amendment), then within 12 months following the disposition(s), the Advisory Agreement Amendment requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component;

provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the Advisory Agreement amendment requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets.

Professional Fee Credit Due from the Advisor

Prior to the COVID-19 pandemic, the Advisor had awarded bonuses to its employees, or employees of its affiliates, in March of each year as an all-cash award, prorated for the amount of time spent providing administrative services relating to the Company.

Such bonus amounts were paid by the Advisor to its employees, or employees of its affiliates, throughout the year subsequent to the year in which such services were rendered.

HEALTHCARE TRUST, INC.

Reimbursements for the cash portion of 2023 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2023 in accordance with estimates provided by the Advisor.

These amounts were awarded in May 2024 and were scheduled to be paid by the Advisor to its employees from September 2024 to March 2025.

Following the Internalization, pursuant to the Internalization Agreement, the Advisor Parent remitted the unpaid portion of these amounts to the Company, which subsequently paid out such amounts in October 2024 to the employees who joined the Company from the Advisor as part of the Internalization.

For the cash portion of 2024 accrued bonuses for the Advisor’s employees, or employees of its affiliates, the Company previously reimbursed the Advisor for such amounts in accordance with estimates provided by the Advisor.

Following the Internalization, pursuant to the Internalization Agreement, the Advisor Parent remitted such amounts to the Company for subsequent payment to the employees who joined the Company from the Advisor as part of the Internalization.

Promissory Note

In connection with the consideration payable to the Advisor Parent under the Internalization Agreement, the Company issued the Promissory Note in a principal amount of $ 30.3 million to the Advisor Parent on the Closing Date.

The Promissory Note was a senior unsecured obligation of the Company and ranked equal in right of payment with all of the Company’s existing and future indebtedness.

The Promissory Note bore interest per annum of Term SOFR (as defined in the Promissory Note) plus 1.25 % until January 1, 2025 and Term SOFR plus 3.25 % on and after January 1, 2025, with such interest payable monthly.

The Promissory Note’s maturity date was June 28, 2025 and may be prepaid, in whole or in part, prior to the maturity date without any pre-payment penalties.

The Promissory Note is included in accounts payable and accrued expenses on the balance sheet as of December 31, 2024.

In January 2025, the Company repaid the Promissory Note in full including any unpaid interest at the time of payment.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

The bonus awards for the year ended December 31, 2020 (the “2020 Bonus Awards”) were awarded in May 2021.

The finalized cash amounts of the 2020 Bonus Awards were less than the estimates provided to the Company by the Advisor throughout the year ended December 31, 2020, which resulted in a credit for professional fees to due to the Company from the Advisor of $ 1.0 million.

The finalized cash amounts were less than the estimated amounts due to, among other things, forfeitures of bonuses related to employees of the Advisor, or its affiliates, who were terminated or resigned prior to payment (including the Company’s former chief financial officer) and a general reduction in final bonuses for remaining personnel to mitigate the negative impacts of the COVID-19 pandemic.

The 2020 Bonus Awards were paid by the Advisor to its employees, or employees of its affiliates, over a ten-month period from June 2021 to April 2022.

As a result, during the second quarter of 2021, the Company recorded a receivable from the Advisor of $ 1.0 million, which was recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction to general administrative expenses.

Pursuant to authorization by the independent members of the Company’s Board, the $ 1.0 million receivable was required to be repaid to the Company on a pro rata basis over a six-month period from November 2021 through April 2022.

As of December 31, 2022, the entire amount was repaid by the Advisor.

Reimbursements for the cash portion of 2021 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2021 in accordance with estimates provided by the Advisor.

These bonus awards were awarded in April 2022, and were paid to employees over a ten-month period from July 2022 to April 2023.

Reimbursements for the cash portion of 2022 bonuses paid by the Advisor to its employees, or employees of its affiliates, were expensed and reimbursed on a monthly basis during the year ended December 31, 2022 in accordance with estimates provided by the Advisor.

These bonus awards were awarded in June 2023, and are being paid to employees over a six-month period from October 2023 to March 2024.

These amounts have not yet been awarded or paid by the Advisor to its employees, or employees of its affiliates.

Summary of fees, expenses and related payables

The following table details amounts incurred and payable in connection with the Company’s operations-related services described above as of and for the periods presented:

Year Ended December 31, Payable (Receivable) as of

Year Ended December 31, Payable (Prepayments) as of

2024 2023 2022 December 31,

1 unchanged sentence

Incurred 2024 2023

One-time fees and reimbursements:

Non-recurring fees and reimbursements:

Acquisition cost reimbursements $ 20 $ 32 $ 23 $ — $ —

1 unchanged sentence

Asset management fees 16,374 21,831 21,831 — —

Professional fees and other reimbursements (1)

10,595 8,820 — 198

Property management fees (2)

3,584 4,135 4,200 — 97

Professional fees and other reimbursements (2)

Termination fees (including the Promissory Note) (3)

106,650 — — 30,267 —

Professional fees credit due from Advisor — — ( 1,030 ) — —

Total related party operation fees and reimbursements $ 137,217 $ 36,593 $ 34,874 $ 30,267 $ 295

(1) Inclusive of $ 0.4 million and $ 0.7 million of leasing commissions which are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2023 and 2022.

(1) Included in general and administrative expenses in the consolidated statements of operations.

Includes $ 6.9 million, $ 6.0 million and $ 6.2 million subject to the Capped Reimbursement Amount for the years ended December 31, 2023, 2022 and 2021, respectively.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Fees and Participations Incurred in Connection with a Listing or the Liquidation of the Company’s Real Estate Assets

Fees Incurred in Connection with a Listing

If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive a subordinated incentive listing distribution from the OP equal to 15.0 % of the amount by which the market value of all issued and outstanding shares of common stock plus distributions exceeds the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of common stock.

For the year ended December 31, 2024, includes amount related to the purchase of tail directors and officers liability insurance policy covering the former Advisor and the Company in connection with the Internalization.

(2) Inclusive of $ 0.8 million and $ 0.4 million of leasing commissions which are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2024 and 2023.

(3) For the year ended December 31, 2024, includes the Closing Payments payable to the Advisor pursuant to the terms of the Internalization, including an internalization fee of $ 98.2 million, an asset management fee of $ 5.5 million and a property management fee of $ 2.9 million.

See Note 1 — Organization — Internalization for additional information.

Also reflects the Promissory Note issued to the Advisor Parent in connection with the Internalization which was paid in full in January 2025.

Internalization

For details regarding the terms of the Internalization, see Note 1 — Organization — Internalization.

Promotes Incurred in Connection with a Listing or the Liquidation of the Company’s Real Estate Assets

Promote Incurred in Connection with a Listing

If the common stock of the Company is listed on a national securities exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive a subordinated incentive listing distribution from the OP equal to 15.0 % of the amount by which the market value of all issued and outstanding shares of common stock plus distributions exceeds the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of common stock.

No such distribution was incurred during the years ended December 31, 2024, 2023 and 2022.

If the Special Limited Partner or any of its affiliates receives the subordinated incentive listing distribution the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive termination distribution described below.

Subordinated Participation in Net Sales Proceeds

1 unchanged sentence

No such participation in net sales proceeds became due and payable during the years ended December 31, 2024, 2023 and 2022.

Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below.

Termination Fees

Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, wi th or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination dist ributions from the OP equal to 15.0 % of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of common stock.

The Special Limited Partner is able to elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

If the Special Limited Partner or any of its affiliates receives the subordinated incentive termination distribution, the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive listing distribution described above.

Under the Advisory Agreement Amendment, upon the termination or non-renewal of the agreement, the Advisor is entitled to receive from the Company all amounts due to the Advisor, including any change of control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor’s interest in the Company.

All fees will be due within 30 days after the effective date of the termination of the Advisory Agreement Amendment.

Upon a termination by either party in connection with a change of control (as defined in the Advisory Agreement Amendment), the Company would be required to pay the Advisor a change of control fee equal to the product of four and the “Subject Fees” described below.

Upon a termination by the Company in connection with a transition to self-management, the Company would be required to pay the Advisor a transition fee equal to (i) $ 15.0 million plus (ii) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal to 4.5 multiplied by the Subject Fees.

The Subject Fees are equal to (i) the product of four multiplied by the actual base management fee plus (ii) the product of four multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management, as applicable, is consummated, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the DRIP) in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management, as applicable, is consummated.

HEALTHCARE TRUST, INC.

Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2024

Promote in Connection with a Termination

Under the LPA, upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner was entitled to receive a promissory note as evidence of its right to receive subordinated termination distributions from the OP equal to 15.0 % of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of common stock.

However, in accordance with the terms of the LPA, in connection with the Internalization and the Company’s termination of the Advisory Agreement, the Special Limited Partner deferred its right to receive a subordinated distribution upon termination until either a subsequent listing of its common shares on a national securities exchange or other liquidity event occurs.

Note 10 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates.

In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Under various agreements, prior to the Internalization, the Company engaged the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that were essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company was dependent upon the Advisor and its affiliates prior to the Internalization.

Note 11 — Equity-Based Compensation

Restricted Share Plan

The Company has adopted an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides the Company with the ability to grant awards of restricted shares of common stock (“restricted shares”) to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.

The Company adopted an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provided the Company with the ability to grant awards of restricted shares of common stock (“restricted shares”) to the Company’s directors, officers and employees, employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.

The RSP expired in accordance with its terms in February 2023.

The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0 % of the Company’s outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 4.2 million shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events).

2 unchanged sentences

Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

The following table reflects the amount of restricted shares outstanding as of December 31, 2024 and activity for the period presented:

1 unchanged sentence

Unvested, December 31, 2021

39,857 $ 84.84

Stock dividend 2,078 59.44

2 unchanged sentences

Unvested, December 31, 2022

159,427 21.21

Stock Dividend 1,293 57.08

6 unchanged sentences

Unvested, December 31, 2024

As of December 31, 2023, the Company had $ 0.6 million of unrecognized compensation cost related to unvested restricted share awards granted under the RSP.

That cost is expected to be recognized over a weighted-average period of 0.6 years.

As of December 31, 2024, the Company did not have any remaining unrecognized compensation cost related to unvested restricted share awards granted under the RSP.

Compensation expense related to restricted shares was $ 0.6 million, $ 0.9 million and $ 1.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Other Share-Based Compensation

15 unchanged sentences

Balance, December 31, 2024

Accumulated other comprehensive income predominately relates to both realized and unrealized gains on designated derivatives.

As previously discussed in Note 7 — Derivatives and Hedging , previously designated interest rate hedging instruments were terminated, and the termination costs/gains are being amortized over the term of the terminated instruments because the Company continues to carry variable-rate borrowings in excess of the notional amounts of the terminated instruments.

The unamortized gain of the terminated swaps still remaining in accumulated other comprehensive income was $ 1.2 million as of December 31, 2023.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Accumulated other comprehensive income predominately relates to the unrealized gains (losses) on designated derivatives, however, as previously discussed in Note 7 — Derivatives and Hedging Activities , previously designated hedges were terminated and the termination costs are being amortized over the term of the hedged item.

Note 13 — Non-Controlling Interests

7 unchanged sentences

Total Non-controlling Interests $ 5,565 $ 6,429

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

Net loss attributable to non-controlling interests on the Company’s consolidated statement of operations is comprised of the following:

6 unchanged sentences

Net loss attributable to non-controlling interests $ 567 $ 82 $ 135

Non-Controlling Interests in the Operating Partnership

For preferred and common shares issued by the Company, the Company typically issues mirror securities with substantially equivalent economic rights between the Company and the OP.

Non-Controlling Interests in the OP

For preferred and common shares issued by the Company, the Company causes the OP to issue to the Company mirror securities with substantially equivalent economic rights in exchange for the contribution of the capital raised by such issuances.

The securities held by the Company are eliminated in consolidation.

Series A Preferred OP Units

The Company is the sole general partner and holds substantially all of the Series A Preferred Units.

In September 2021, the Company partially funded the purchase of a MOB from an unaffiliated third party by causing the OP to issue 100,000 Series A Preferred Units, with a face value of $ 25.00 per unit, which were recorded at issuance at a then fair value of $ 2.6 million, or $ 25.78 per unit, to the unaffiliated third party.

A holder of Series A Preferred Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s Series A Preferred Stock.

Series A Preferred Units

The Company is the sole general partner and holds substantially all of the Series A Preferred Units (except as discussed below).

All common and preferred units in the OP held by the Company are eliminated in consolidation.

In September 2021, the Company partially funded the purchase of a OMF from an unaffiliated third party by causing the OP to issue 100,000 Series A Preferred Units to the unaffiliated third party, with a face value of $ 25.00 per unit, which were recorded at issuance at a then fair value of $ 2.6 million, or $ 25.78 per unit, to the unaffiliated third party.

A holder of Series A Preferred Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s Series A Preferred Stock, which earn dividends at a rate equal to 7.375 % of its face value.

After holding the Series A Preferred Units for a period of one year , a holder of Series A Preferred Units has the right to redeem Series A Preferred Units for, at the option of the OP, the corresponding number of shares of the Company’s Series A Preferred Stock, or the cash equivalent.

The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

During the years ended December 31, 2023 and 2022, Series A Preferred Unit holders were paid distributions of $ 0.2 million.

During both the years ended December 31, 2024 and 2023, Series A Preferred Unit holders were paid distributions of $ 0.2 million.

Common OP Units

The Company is the sole general partner and holds substantially all of the Common OP Units.

As of December 31, 2023 and 2022, the Advisor held 90 Common OP Units, which represents a nominal percentage of the aggregate ownership in the OP.

In November 2014, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 405,908 Common OP Units, with an initial value of $ 10.1 million, or $ 25.00 per unit, to the unaffiliated third party.

As of December 31, 2023, the Advisor held 90 partnership units in the OP designated as “Common OP Units”.

In connection with the Internalization, immediately prior to Closing, the Advisor transferred the 90 Common OP Units to the Advisor Parent.

As of December 31, 2024, the Advisor Parent held 90 Common OP Units.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

In November 2014, the Company partially funded the purchase of an OMF from an unaffiliated third party by causing the OP to issue 405,908 Common OP Units, with a value of $ 10.1 million, or $ 25.00 per unit, to the unaffiliated third party.

A holder of Common OP Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s common stock in an amount retroactively adjusted to reflect the stock dividends, other stock dividends and other similar events.

3 unchanged sentences

Stock dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted.

The 405,908 Common OP Units outstanding as of December 31, 2023 would be redeemable for 496,644 shares of common stock, giving effect to adjustments for the impact of the stock dividends through January 2024.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

The 405,998 Common OP Units outstanding as of December 31, 2024 would be redeemable for 124,161 shares of common stock, giving effect to adjustments for the impact of the stock dividends through January 2024 and the Reverse Stock Split.

Non-Controlling Interests in Property Owning Subsidiaries

The Company has investment arrangements with unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive proportionate shares of the net operating cash flows derived from the subsidiaries’ properties.

Upon disposition of a property subject to non-controlling interests, the investor will receive a proportionate share of the net proceeds from the sale of the property.

The Company also has investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries’ property.

Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property.

The investor has no recourse to any other assets of the Company.

1 unchanged sentence

A non-controlling interest is recorded for the investor’s ownership interest in the properties.

The following table summarizes the activity related to investment arrangements with unaffiliated third parties:

The following table summarizes the activity related to investment arrangements with the unaffiliated third parties:

Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement Distributions

4 unchanged sentences

May 2015 $ 775 7.1 % $ 12,763 $ 12,687 $ — $ — $ —

(1) Of the six total properties in the Plaza Del Rio Medical Office Campus Portfolio, three properties were encumbered under the Capital One MOB Loan, two properties were pledged to the MOB Warehouse Facility and one property was encumbered under the Multi-Property CMBS Loan.

Please see Note 4 — Mortgage Notes Payable and Note 5 — Credit Facilities for additional information.

(1) Of the six total properties in the Plaza Del Rio Medical Office Campus Portfolio, three properties were encumbered under the Capital One OMF Loan, two properties were pledged to the OMF Warehouse Facility and one property was encumbered under the Multi-Property CMBS Loan.

See Note 4 — Mortgage Notes Payable and Note 5 — Credit Facilities for additional information.

Note 14 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2023, 2022 and 2021 and has been retroactively adjusted to reflect the stock dividends (see Note 1 — Organization and Note 8 — Stockholder’s Equity for additional information):

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2024, 2023 and 2022 and has been retroactively adjusted to reflect the stock dividends and the Reverse Stock Split (see Note 1 — Organization and Note 8 — Stockholder’s Equity for additional information):

Year Ended December 31,

6 unchanged sentences

(1) Weighted average number of shares of common stock outstanding for the periods presented.

There were 111,545,018 , 105,080,531 and 99,281,754 shares of common stock outstanding as of December 31, 2023, 2022 and 2021.

HEALTHCARE TRUST, INC.

There were 28,296,439 , 27,886,255 and 26,270,133 shares of common stock outstanding as of December 31, 2024, 2023 and 2022, respectively.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

3 unchanged sentences

The Company considers unvested restricted shares, Common OP Units and Class B Units to be common share equivalents.

Series A Preferred Units are non-participating.

The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive.

The amounts in the table below have been retroactively adjusted to reflect the stock dividends (see Note 1 — Organization for additional details):

2024 2023 2022

7 unchanged sentences

(1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented.

There were 51,643 , 97,343 and 159,427 unvested restricted shares outstanding as of December 31, 2023, 2022 and 2021, respectively.

There were zero , 12,911 and 24,336 unvested restricted shares outstanding as of December 31, 2024, 2023 and 2022, respectively.

(2) Weighted average number of antidilutive Common OP Units presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effects of the stock dividends.

3 unchanged sentences

Note 15 — Segment Reporting

The Company has three operating segments:

(i) outpatient medical facilities, (ii) senior housing operating properties and (iii) triple net leased healthcare facilities.

These operating segments are aggregated into two reportable business segments:

OMFs and SHOPs.

The disclosures below for the years ended December 31, 2024, 2023 and 2022 are presented for the Company’s two reportable business segments for management and internal financial reporting purposes.

MOBs and SHOPs.

The Company evaluates performance and makes resource allocations based on its two business segments.

The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as seniors housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

The Company’s CODM is provided financial data on a periodic basis which includes net operating income (as defined below) for each of the reportable business segments.

This serves as the profit or loss measure used by the CODM for performance assessment and resource allocation.

The Company’s CODM is its Chief Executive Officer.

The Company, through its CODM, evaluates performance and makes resource allocations based on its two business segments.

The OMF segment primarily consists of facilities leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as seniors housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

The SHOP segment consists of direct investments in seniors housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

Segment Income

The Company evaluates the performance of the combined properties in each segment based on total revenues from tenants, less property operating costs.

As such, this excludes all other items of expense and income included in the financial statements in calculating net loss.

The Company uses segment income to assess and compare property level performance and to make decisions concerning the operation of the properties.

The Company believes that segment income is useful as a performance measure because, when compared across periods, segment income reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net loss.

Segment income excludes certain components from net loss in order to provide results that are more closely related to a property’s results of operations.

Net Operating Income

The Company evaluates the performance of the combined properties in each segment using net operating income (NOI) which is defined as total revenues from tenants, less property operating costs.

As such, this excludes all other items of expense and income included in the consolidated financial statements in calculating consolidated income (loss) before income taxes.

The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties.

The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from consolidated income (loss) before income taxes.

NOI excludes certain components from consolidated income (loss) before income taxes in order to provide results that are more closely related to a property’s results of operations.

For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level.

In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level.

Segment income presented by the Company may not be comparable to segment income reported by other REITs that define segment income differently.

HEALTHCARE TRUST, INC.

NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

4 unchanged sentences

(In thousands) 2024

Medical Office Buildings:

Revenue from tenants $ 137,317 $ 135,449 $ 131,444

Property operating and maintenance 39,201 37,954 35,945

Segment income $ 97,495 $ 95,499 $ 88,387

Senior Housing Operating Properties:

$ 98,116 $ 97,495 $ 95,499

Revenue from tenants $ 216,477 $ 210,476 $ 204,402

Property Operating and maintenance:

Segment income $ 30,638 $ 26,903 $ 35,155

Compensation related expenses (2)

110,389 109,281 109,198

Other property operating and maintenance (3)

71,558 70,557 68,301

$ 34,530 $ 30,638 $ 26,903

(1) The CODM uses NOI to evaluate performance of the OMF segment as a large portion of the property-level operating expenses is recovered from tenants.

(2) Includes costs incurred for salaries, benefits and other labor related costs.

(3) Includes costs incurred for supplies, management fees and overhead.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Reconciliation to Consolidated Financial Information

A reconciliation of the total reportable segments’ revenue from tenants to consolidated revenue from tenants and the total reportable segments’ income to consolidated net loss attributable to common stockholders is presented below:

A reconciliation of the total reportable segments’ revenue from tenants to consolidated revenue from tenants and the total reportable segments’ NOI to consolidated income (loss) before income taxes and consolidated net loss attributable to common stockholders is presented below:

Year Ended December 31,

1 unchanged sentence

Revenue from tenants

MOBs $ 135,449 $ 131,444 $ 122,867

$ 137,317 $ 135,449 $ 131,444

SHOPs 216,477 210,476 204,402

Total consolidated revenue from tenants $ 353,794 $ 345,925 $ 335,846

Net loss attributable to common stockholders:

Segment income:

MOBs $ 97,495 $ 95,499 $ 88,387

Loss before income tax and net loss attributable to common stockholders:

Net Operating Income:

$ 98,116 $ 97,495 $ 95,499

SHOPs 34,530 30,638 26,903

Total segment income 128,133 122,402 123,542

132,646 128,133 122,402

Impairment charges ( 24,881 ) ( 4,676 ) ( 27,630 )

Operating fees to related parties ( 19,203 ) ( 25,527 ) ( 25,353 )

Termination fees to related parties ( 106,650 ) — —

Acquisition and transaction related ( 7,949 ) ( 545 ) ( 1,484 )

5 unchanged sentences

Gain (loss) on non-designated derivatives 1,544 ( 1,995 ) 3,834

Gain on extinguishment of debt

Loss before income taxes ( 190,001 ) ( 72,077 ) ( 79,420 )

Income tax expense ( 262 ) ( 303 ) ( 201 )

Net loss ( 190,263 ) ( 72,380 ) ( 79,621 )

Net loss attributable to non-controlling interests 567 82 135

1 unchanged sentence

Net loss attributable to common stockholders $ ( 203,495 ) $ ( 86,097 ) $ ( 93,285 )

HEALTHCARE TRUST, INC.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

4 unchanged sentences

Investments in real estate, net:

MOBs $ 1,114,963 $ 1,121,857

$ 1,004,741 $ 1,114,963

SHOPs 756,358 824,694

11 unchanged sentences

(In thousands) 2024 2023 2022

MOBs $ 10,467 $ 10,542 $ 6,152

$ 8,967 $ 10,467 $ 10,542

SHOPs 12,941 14,832 17,451

1 unchanged sentence

Note 16 — Commitments and Contingencies

As of December 31, 2023, the Company has seven operating and six direct financing lease agreements related to certain acquisitions under leasehold interests arrangements.

The seven operating leases have durations, including assumed renewals, ranging from 18.9 to 83.7 years, excluding an adjacent parking lot lease with a term of 0.8 years as of December 31, 2023.

As of December 31, 2024, the Company had seven operating and six direct financing lease agreements.

The seven operating leases have durations, including assumed renewals, ranging from 17.9 years to 82.7 years, excluding an adjacent parking lot lease with a term of 1.7 years.

The Company did not enter into any additional ground leases during the year ended December 31, 2024.

The classification of these leases were grandfathered in adoption of ASU 842, whereby they will continue to be classified as operating leases unless modified.

As of December 31, 2023, the Company’s balance sheet included ROU assets and liabilities of $ 7.7 million and $ 8.0 million, respectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheet.

In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the lease guidance issued in 2019, as well as for new operating leases since adoption, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases.

As of December 31, 2024, the Company had ROU assets and liabilities of $ 7.5 million and $ 8.1 million, respectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheets.

In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the lease guidance issued in 2019, as well as for new operating leases in the current period, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases.

Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.

During the year ended December 31, 2021, the Company sold a property which included a prepaid ground lease.

Upon disposition, the carrying value of the ROU asset was $ 5.7 million, and was recorded as a reduction of the gain on sale for that property.

The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 32.3 years and a weighted-average discount rate of 7.36 % as of December 31, 2024.

For the years ended December 31, 2023, 2022 and 2021, the Company paid cash of $ 0.7 million, $ 0.7 million and $ 0.8 million for amounts included in the measurement of lease liabilities and recorded total rental expense from operating leases of $ 0.8 million, $ 0.9 million and $ 0.9 million, on a straight-line basis in accordance with the standard, during the years ended December 31, 2023, 2022 and 2021, respectively.

The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss.

HEALTHCARE TRUST, INC.

For each of the years ended December 31, 2024, 2023 and 2022, the Company paid cash of $ 0.7 million, $ 0.7 million and $ 0.7 million for amounts included in the measurement of lease liabilities and recorded expense of $ 0.7 million, $ 0.8 million and $ 0.9 million, on a straight-line basis in accordance with the current accounting guidance.

The ground operating lease expense is recorded in property operating expenses in the Company’s consolidated statements of operations and comprehensive loss.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

18 unchanged sentences

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except the following disclosures:

Stock Dividend

On January 3, 2024, the Company declared a quarterly stock dividend of 0.015179 shares of the Company’s common stock on each share of the Company’s outstanding common stock.

The stock dividend was payable on January 16, 2024 to holders of record of the Company’s common stock at the close of business on January 12, 2024.

Property Acquisitions

Subsequent to December 31, 2023, the Company acquired four MOB properties for an aggregate contract purchase price of $ 12.6 million.

This acquisition was funded with a mortgage note of $ 7.5 million secured by the acquired properties (described below) and the remainder with cash on hand.

New Indebtedness

In connection with the acquired MOBs described above, subsequent to December 31, 2023, the Company entered into a new secured mortgage note for $ 7.5 million.

This mortgage bears interest at an annual rate of 6.84 % with no principal payments due until maturity in March 2034.

Healthcare Trust, Inc.

In January 2025, the Company disposed of 11 OMFs for an aggregate contract sales price of $ 114.4 million and used a portion of the net proceeds to fully repay the outstanding balance on the Promissory Note (including any unpaid interest at the time of payment) and $ 70.7 million of mortgages.

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Fresenius Medical Care - Winfield, AL AL 5/10/2013 $ 1,166 $ 152 $ 1,568 $ — $ — $ 1,720 $ 490

Adena Health Center - Jackson, OH (7) OH 6/28/2013 — 242 4,494 — ( 25 ) 4,711 1,217

Ouachita Community Hospital - West Monroe, LA LA 7/12/2013 — 633 5,304 — — 5,937 1,469

CareMeridian - Littleton, CO CO 8/8/2013 — 976 8,900 — 111 9,987 3,272

Oak Lawn Medical Center - Oak Lawn, IL IL 8/21/2013 5,219 835 7,217 — 25 8,077 1,919

Surgery Center of Temple - Temple, TX TX 8/30/2013 3,975 225 5,208 — 432 5,865 1,572

Greenville Health System - Greenville, SC (9) SC 10/10/2013 3,035 720 3,045 — 713 4,478 886

Stockbridge Family Medical - Stockbridge, GA GA 2/21/2014 1,845 823 1,799 — 233 2,855 629

Arrowhead Medical Plaza II - Glendale, AZ (11) AZ 2/21/2014 7,756 — 9,758 — 2,246 12,004 3,911

Village Center Parkway - Stockbridge, GA GA 2/21/2014 2,468 1,135 2,299 — 386 3,820 916

Creekside MOB - Douglasville, GA GA 4/30/2014 7,229 2,709 5,320 — 1,035 9,064 2,082

Bowie Gateway Medical Center - Bowie, MD MD 5/7/2014 9,356 983 10,321 — 426 11,730 2,802

Campus at Crooks & Auburn Building D - Rochester Mills, MI MI 5/19/2014 3,964 640 4,166 — 164 4,970 1,266

Berwyn Medical Center - Berwyn, IL IL 5/29/2014 — 1,305 7,559 — 196 9,060 1,897

Countryside Medical Arts - Safety Harbor, FL FL 5/30/2014 7,284 915 7,663 — 555 9,133 2,164

Andrews Medical Park - Venice, FL FL 5/30/2014 10,440 1,668 10,005 — 1,416 13,089 3,530

Campus at Crooks & Auburn Building C - Rochester Mills, MI MI 6/3/2014 3,749 609 3,893 — 198 4,700 1,213

Laguna Professional Center - Elk Grove, CA CA 7/15/2014 10,808 1,811 14,598 — 318 16,727 4,090

UC Davis MOB - Elk Grove, CA CA 7/15/2014 6,918 1,138 7,242 — 294 8,674 2,199

Estate at Hyde Park - Tampa, FL (6),(8) FL 7/31/2014 — 1,777 20,308 — 1,130 23,215 5,799

Autumn Ridge of Clarkston - Clarkston, MI (6),(8) MI 8/12/2014 — 655 19,967 — 2,098 22,720 5,678

Sunnybrook of Burlington - Burlington, IA (5) IA 8/26/2014 — 518 16,739 — 519 17,776 4,964

Sunnybrook of Carroll - Carroll, IA (5) IA 8/26/2014 — 473 11,263 — 67 11,803 2,968

Prairie Hills at Cedar Rapids - Cedar Rapids, IA (6),(8) IA 8/26/2014 — 195 8,595 — 276 9,066 2,334

Prairie Hills at Clinton - Clinton, IA (5) IA 8/26/2014 — 890 18,882 — 154 19,926 5,285

Prairie Hills at Des Moines - Des Moines, IA (5) IA 8/26/2014 — 647 13,745 — 168 14,560 3,976

Sunnybrook of Fairfield - Fairfield, IA IA 8/26/2014 — 340 14,115 — 353 14,808 4,016

Prairie Hills at Independence - Independence, IA IA 8/26/2014 — 473 10,600 — 199 11,272 2,904

Adena Health Center - Jackson, OH (7) OH Jun-13 $ — $ 242 $ 4,494 $ — $ ( 25 ) $ 4,711 $ 1,333

Ouachita Community Hospital - West Monroe, LA LA Jul-13 — 633 5,304 — — 5,937 1,608

CareMeridian - Littleton, CO CO Aug-13 — 976 8,900 — 111 9,987 3,511

Oak Lawn Medical Center - Oak Lawn, IL IL Aug-13 5,610 835 7,217 — 743 8,795 2,203

Surgery Center of Temple - Temple, TX TX Aug-13 3,989 225 5,208 — 432 5,865 1,766

Greenville Health System - Greenville, SC SC Oct-13 3,045 720 3,045 — 713 4,478 1,021

Stockbridge Family Medical - Stockbridge, GA GA Feb-14 1,823 823 1,799 — 236 2,858 713

Arrowhead Medical Plaza II - Glendale, AZ AZ Feb-14 7,769 — 9,758 — 2,421 12,179 4,425

Village Center Parkway - Stockbridge, GA GA Feb-14 2,412 1,135 2,299 — 347 3,781 999

Creekside OMF - Douglasville, GA GA Apr-14 7,619 2,709 5,320 — 1,620 9,649 2,414

Bowie Gateway Medical Center - Bowie, MD MD May-14 9,262 983 10,321 — 426 11,730 3,118

Campus at Crooks & Auburn Building D - Rochester Mills, MI MI May-14 3,924 640 4,166 — 164 4,970 1,407

Berwyn Medical Center - Berwyn, IL IL May-14 — 1,305 7,559 — 239 9,103 2,136

Countryside Medical Arts - Safety Harbor, FL FL May-14 7,233 915 7,663 — 582 9,160 2,427

Andrews Medical Park - Venice, FL FL May-14 10,534 1,668 10,005 — 1,667 13,340 3,959

Campus at Crooks & Auburn Building C - Rochester Mills, MI MI Jun-14 3,711 609 3,893 — 198 4,700 1,349

Laguna Professional Center - Elk Grove, CA CA Jul-14 10,670 1,811 14,598 — 318 16,727 4,522

UC Davis OMF - Elk Grove, CA CA Jul-14 6,868 1,138 7,242 — 318 8,698 2,411

Estate at Hyde Park - Tampa, FL (6) FL Jul-14 — 1,777 20,308 — 1,472 23,557 6,438

Addington Place of Clarkston - Clarkston, MI (6) MI Aug-14 — 655 19,967 — 2,225 22,847 6,404

Sunnybrook of Burlington - Burlington, IA (5) IA Aug-14 — 518 16,739 — 592 17,849 5,488

Sunnybrook of Carroll - Carroll, IA (5) IA Aug-14 — 473 11,263 — 152 11,888 3,272

Prairie Hills at Cedar Rapids - Cedar Rapids, IA (6) IA Aug-14 — 195 8,595 — 375 9,165 2,586

Prairie Hills at Clinton - Clinton, IA (5) IA Aug-14 — 890 18,882 — 303 20,075 5,842

Prairie Hills at Des Moines - Des Moines, IA (5) IA Aug-14 — 647 13,745 — 415 14,807 4,377

Sunnybrook of Fairfield - Fairfield, IA IA Aug-14 — 340 14,115 — 447 14,902 4,402

Prairie Hills at Independence - Independence, IA IA Aug-14 — 473 10,600 — 222 11,295 3,205

Sunnybrook of Mt.

Pleasant - Mt.

Pleasant, IA IA 8/26/2014 — 205 10,935 — 432 11,572 2,895

Sunnybrook of Muscatine - Muscatine, IA (5) IA 8/26/2014 — 302 13,840 — 283 14,425 3,745

Prairie Hills at Tipton - Tipton, IA IA 8/26/2014 — 306 10,409 — 175 10,890 2,652

Liberty Court - Dixon, IL IL 8/29/2014 — 119 1,998 — 69 2,186 610

Lakeside Vista - Holland, MI (5) MI 8/29/2014 — 378 12,196 — 2,205 14,779 3,658

Healthcare Trust, Inc.

Pleasant, IA IA Aug-14 — 205 10,935 — 442 11,582 3,216

Sunnybrook of Muscatine - Muscatine, IA (5) IA Aug-14 — 302 13,840 — 330 14,472 4,128

Prairie Hills at Tipton - Tipton, IA IA Aug-14 — 306 10,409 — 234 10,949 2,947

Liberty Court - Dixon, IL IL Aug-14 — 119 1,998 — 76 2,193 673

Addington Place of Lakeside Vista - Dixon, IL (5) MI Aug-14 — 378 12,196 — 2,810 15,384 4,183

The Atrium - Rockford, IL IL Aug-14 — 164 1,746 — 117 2,027 507

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

The Atrium - Rockford, IL IL 8/29/2014 — 164 1,746 — 317 2,227 463

Arrowhead Medical Plaza I - Glendale, AZ (11) AZ 9/10/2014 5,228 — 6,447 — 1,644 8,091 2,361

Sunnybrook of Burlington - Land - Burlington, IA MO 9/23/2014 — 620 — — — 620 —

Community Health MOB - Harrisburg, PA (10) PA 9/26/2014 4,921 — 6,170 — — 6,170 1,474

Brady MOB - Harrisburg, PA (10) PA 9/26/2014 17,934 — 22,485 — — 22,485 5,247

Landis Memorial - Harrisburg, PA (10) PA 9/26/2014 — — 32,484 — — 32,484 7,604

FOC II - Mechanicsburg, PA (11) PA 9/26/2014 13,277 — 16,473 — 173 16,646 4,462

FOC Clinical - Mechanicsburg, PA (10) PA 9/26/2014 15,660 — 19,634 — — 19,634 5,176

FOC I - Mechanicsburg, PA (11) PA 9/26/2014 7,375 — 8,923 — 324 9,247 2,632

Copper Springs Senior Living - Meridian, ID (12) ID 9/29/2014 — 498 7,130 ( 197 ) ( 4,073 ) 3,358 69

Addington Place of Brunswick - Brunswick, GA GA 9/30/2014 — 1,509 14,402 — 616 16,527 4,160

Addington Place of Dublin - Dublin, GA GA 9/30/2014 — 403 9,281 — 235 9,919 2,768

Addington Place of Johns Creek - Johns Creek, GA (6),(8) GA 9/30/2014 — 997 11,943 — 545 13,485 3,536

Allegro at Jupiter - Jupiter, FL (5) FL 9/30/2014 — 3,741 49,534 — 1,086 54,361 13,343

Addington Place of Lee's Summit - Lee's Summit, MO (6),(8) MO 9/30/2014 — 2,734 25,008 — 467 28,209 6,844

Addington Place at Mills - Roswell, GA GA 9/30/2014 — 1,000 8,611 — 2,730 12,341 3,783

Addington Place of College Harbour - St Petersburg, FL FL 9/30/2014 — 3,791 8,684 — 2,843 15,318 3,591

Allegro at Stuart - Stuart, FL (5) FL 9/30/2014 — 5,018 60,575 — 1,465 67,058 16,600

Allegro at Tarpon - Tarpon Springs, FL (6),(8) FL 9/30/2014 — 2,360 13,728 — 3,760 19,848 5,138

Addington Place of Titusville - Titusville, FL (5) FL 9/30/2014 — 1,379 13,976 — 814 16,169 4,481

Allegro at St.

Petersburg - Land - St.

Petersburg, FL FL 9/30/2014 — 3,045 — — — 3,045 —

Gateway MOB - Clarksville, TN (9) TN 10/3/2014 13,953 — 16,367 — 1,127 17,494 4,681

Dyer Building - Dyer, IN IN 10/17/2014 6,842 601 8,992 — 195 9,788 2,227

757 Building - Munster, IN IN 10/17/2014 5,819 645 7,885 — 56 8,586 1,895

761 Building - Munster, IN IN 10/17/2014 6,611 1,436 8,616 — 179 10,231 2,238

759 Building - Munster, IN IN 10/17/2014 8,009 1,101 8,899 — 42 10,042 2,201

Schererville Building - Schererville, IN IN 10/17/2014 — 1,260 935 — 153 2,348 442

Meadowbrook Senior Living - Agoura Hills, CA (6),(8) CA 11/25/2014 — 8,821 48,682 — 3,162 60,665 13,139

Mount Vernon Medical Office Building - Mount Vernon, WA (9) WA 11/25/2014 14,774 — 18,519 — 4 18,523 4,561

Wellington at Hershey's Mill - West Chester, PA PA 12/3/2014 — 8,531 80,734 — 6,040 95,305 21,624

Eye Specialty Group Medical Building - Memphis, TN TN 12/5/2014 6,379 775 7,223 — — 7,998 1,721

Addington Place of Alpharetta - Alpharetta, GA GA 12/10/2014 — 1,604 26,069 — 294 27,967 6,899

Healthcare Trust, Inc.

Arrowhead Medical Plaza I - Glendale, AZ AZ Sep-14 5,268 — 6,447 — 1,811 8,258 2,701

Sunnybrook of Burlington - Land - Burlington, IA IA Sep-14 — 620 — — — 620 —

Community Health OMF - Harrisburg, PA PA Sep-14 4,875 — 6,170 — 4 6,174 1,635

Brady OMF - Harrisburg, PA PA Sep-14 17,758 — 22,485 — 4 22,489 5,815

Landis Memorial - Harrisburg, PA PA Sep-14 — — 32,484 — 4 32,488 8,426

FOC II - Mechanicsburg, PA PA Sep-14 13,144 — 16,473 — 173 16,646 4,958

FOC Clinical - Mechanicsburg, PA PA Sep-14 15,507 — 19,634 — 4 19,638 5,736

FOC I - Mechanicsburg, PA PA Sep-14 7,302 — 8,923 — 324 9,247 2,940

Addington Place of Brunswick - Brunswick, GA GA Sep-14 — 1,509 14,402 — 735 16,646 4,597

Addington Place of Dublin - Dublin, GA GA Sep-14 — 403 9,281 — 313 9,997 3,022

Addington Place of Johns Creek - Johns Creek, GA (6) GA Sep-14 — 997 11,943 — 982 13,922 3,930

Addington Place of Jupiter - Jupiter, FL (5) FL Sep-14 — 3,741 49,534 — 1,673 54,948 14,786

Addington Place of Lee's Summit - Lee's Summit, MO (6) MO Sep-14 — 2,734 25,008 — 662 28,404 7,554

Addington Place of Roswell - Roswell, GA GA Sep-14 — 1,000 8,611 ( 783 ) ( 7,092 ) 1,736 —

Addington Place of College Harbour - St Petersburg, FL FL Sep-14 — 3,791 8,684 — 3,756 16,231 4,234

Addington Place of Stuart - Stuart, FL (5) FL Sep-14 — 5,018 60,575 — 1,969 67,562 18,312

Addington Place of East Lake - Tarpon Springs, FL (6) FL Sep-14 — 2,360 13,728 — 4,108 20,196 5,889

Addington Place of Titusville - Titusville, FL (5) FL Sep-14 — 1,379 13,976 — 913 16,268 4,948

Gateway OMF - Clarksville, TN TN Oct-14 14,070 — 16,367 — 1,452 17,819 5,241

Dyer Building - Dyer, IN IN Oct-14 6,615 601 8,992 — 195 9,788 2,482

757 Building - Munster, IN IN Oct-14 5,885 645 7,885 — 123 8,653 2,108

761 Building - Munster, IN IN Oct-14 6,553 1,436 8,616 — 221 10,273 2,494

759 Building - Munster, IN IN Oct-14 7,929 1,101 8,899 — 42 10,042 2,445

Meadowbrook Senior Living - Agoura Hills, CA (6) CA Nov-14 — 8,821 48,682 — 3,425 60,928 14,682

Mount Vernon Medical Office Building - Mount Vernon, WA WA Nov-14 14,652 — 18,519 — 37 18,556 5,065

Wellington at Hershey's Mill - West Chester, PA PA Dec-14 — 8,531 80,734 — 8,788 98,053 24,728

Eye Specialty Group Medical Building - Memphis, TN TN Dec-14 6,315 775 7,223 — — 7,998 1,911

Addington Place of Alpharetta - Alpharetta, GA GA Dec-14 — 1,604 26,069 — 455 28,128 7,643

Addington Place of Prairie Village - Prairie Village, KS (6) KS Dec-14 — 1,782 21,869 — 658 24,309 6,712

Bloom OMF - Harrisburg, PA PA Dec-14 12,985 — 15,928 — 517 16,445 4,471

Medical Sciences Pavilion - Harrisburg, PA PA Dec-14 17,616 — 22,309 — — 22,309 5,698

Pinnacle Center - Southaven, MS MS Dec-14 8,045 1,378 6,547 — 2,264 10,189 2,589

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Addington Place of Prairie Village - Prairie Village, KS (6),(8) KS 12/10/2014 — 1,782 21,869 — 527 24,178 6,073

Bloom MOB - Harrisburg, PA (10) PA 12/15/2014 13,116 — 15,928 — 517 16,445 4,003

Medical Sciences Pavilion - Harrisburg, PA (10) PA 12/15/2014 17,793 — 22,309 — — 22,309 5,133

Wood Glen Nursing and Rehab Center - West Chicago, IL (12) IL 12/16/2014 — 1,896 16,107 ( 367 ) ( 6,437 ) 11,199 531

Pinnacle Center - Southaven, MS MS 12/16/2014 7,558 1,378 6,547 — 1,551 9,476 2,255

Paradise Valley Medical Plaza - Phoenix, AZ (11) AZ 12/29/2014 21,615 — 25,194 — 1,907 27,101 6,887

Victory Medical Center at Craig Ranch - McKinney, TX TX 12/30/2014 — 1,596 40,475 — 1,249 43,320 9,909

Rivershores Healthcare & Rehab Centre - Marseilles, IL (12) IL 12/31/2014 — 1,276 6,868 ( 247 ) ( 2,836 ) 5,061 245

Morton Terrace Healthcare & Rehab Centre - Morton, IL (12) IL 12/31/2014 — 709 5,649 ( 137 ) ( 2,521 ) 3,700 181

Morton Villa Healthcare & Rehab Centre - Morton, IL (12) IL 12/31/2014 — 645 3,687 ( 125 ) ( 1,545 ) 2,662 149

The Heights Healthcare & Rehab Centre - Peoria Heights, IL (12) IL 12/31/2014 — 214 7,952 ( 42 ) ( 3,369 ) 4,755 296

Colonial Healthcare & Rehab Centre - Princeton, IL (12) IL 12/31/2014 — 173 5,871 ( 33 ) ( 2,623 ) 3,388 212

Capitol Healthcare & Rehab Centre - Springfield, IL (12) IL 12/31/2014 — 603 21,699 ( 117 ) ( 8,561 ) 13,624 735

Acuity Specialty Hospital - Mesa, AZ AZ 1/14/2015 — 1,977 16,203 — 543 18,723 4,136

Acuity Specialty Hospital - Sun City, AZ (12) AZ 1/14/2015 — 2,329 15,795 ( 1,333 ) ( 10,791 ) 6,000 —

Addington Place of Shoal Creek - Kansas City, MO (6),(8) MO 2/2/2015 — 3,723 22,259 — 773 26,755 6,045

Aurora Healthcare Center - Green Bay, WI WI 3/18/2015 1,903 1,130 1,678 — — 2,808 474

Aurora Healthcare Center - Greenville, WI WI 3/18/2015 825 259 958 — — 1,217 286

Aurora Healthcare Center - Kiel, WI WI 3/18/2015 1,959 676 2,214 — — 2,890 558

Aurora Healthcare Center - Plymouth, WI WI 3/18/2015 17,521 2,891 24,224 — — 27,115 6,131

Aurora Healthcare Center - Waterford, WI WI 3/18/2015 4,773 590 6,452 — — 7,042 1,575

Aurora Healthcare Center - Wautoma, WI WI 3/18/2015 4,281 1,955 4,361 — — 6,316 1,109

Arbor View Assisted Living and Memory Care - Burlington, WI WI 3/31/2015 — 367 7,815 — 147 8,329 2,320

Advanced Orthopedic Medical Center - Richmond, VA VA 4/7/2015 17,390 1,523 19,229 — 1,051 21,803 4,532

Palm Valley Medical Plaza - Goodyear, AZ AZ 4/7/2015 5,458 1,890 4,940 — 1,224 8,054 1,637

Physicians Plaza of Roane County - Harriman, TN TN 4/27/2015 6,472 1,746 7,842 — 428 10,016 2,005

Adventist Health Lacey Medical Plaza - Hanford, CA CA 4/29/2015 11,469 328 13,302 — 750 14,380 3,009

Medical Center I - Peoria, AZ AZ 5/15/2015 3,064 807 1,115 — 1,919 3,841 1,324

Medical Center II - Peoria, AZ (7) AZ 5/15/2015 — 945 1,330 — 5,036 7,311 2,219

Commercial Center - Peoria, AZ AZ 5/15/2015 2,358 959 1,110 — 887 2,956 682

Medical Center III - Peoria, AZ AZ 5/15/2015 2,353 673 1,651 — 1,317 3,641 1,219

Morrow Medical Center - Morrow, GA GA 6/24/2015 4,831 1,155 5,674 — 648 7,477 1,541

Belmar Medical Building -Lakewood, CO CO 6/29/2015 3,775 819 4,287 — 736 5,842 1,349

Healthcare Trust, Inc.

Paradise Valley Medical Plaza - Phoenix, AZ AZ Dec-14 21,464 — 25,194 — 1,988 27,182 7,710

Victory Medical Center at Craig Ranch - McKinney, TX TX Dec-14 — 1,596 40,475 — 774 42,845 10,781

Acuity Specialty Hospital - Mesa, AZ AZ Jan-15 — 1,977 16,203 ( 1,226 ) ( 11,551 ) 5,403 46

Acuity Specialty Hospital - Sun City, AZ AZ Jan-15 — 2,329 15,795 ( 1,758 ) ( 12,866 ) 3,500 54

Addington Place of Shoal Creek - Kansas City, MO (6) MO Feb-15 — 3,723 22,259 — 911 26,893 6,679

Aurora Healthcare Center - Green Bay, WI WI Mar-15 1,910 1,130 1,678 — — 2,808 528

Aurora Healthcare Center - Greenville, WI WI Mar-15 828 259 958 — — 1,217 319

Aurora Healthcare Center - Kiel, WI WI Mar-15 1,965 676 2,214 — — 2,890 622

Aurora Healthcare Center - Plymouth, WI WI Mar-15 17,296 2,891 24,224 — — 27,115 6,831

Aurora Healthcare Center - Waterford, WI WI Mar-15 4,789 590 6,452 — — 7,042 1,755

Aurora Healthcare Center - Wautoma, WI WI Mar-15 4,295 1,955 4,361 — — 6,316 1,236

Arbor View Assisted Living and Memory Care - Burlington, WI WI Mar-15 — 367 7,815 — 174 8,356 2,545

Advanced Orthopaedic Medical Center - Richmond, VA VA Apr-15 17,216 1,523 19,229 — 1,051 21,803 5,138

Palm Valley Medical Plaza - Goodyear, AZ AZ Apr-15 5,512 1,890 4,940 — 1,275 8,105 1,894

Physicians Plaza of Roane County - Harriman, TN TN Apr-15 6,397 1,746 7,842 — 440 10,028 2,281

Adventist Health Lacey Medical Plaza - Hanford, CA CA Apr-15 11,451 328 13,302 — 872 14,502 3,404

Medical Center I - Peoria, AZ AZ May-15 3,013 807 1,115 — 1,894 3,816 1,466

Medical Center II - Peoria, AZ (7) AZ May-15 — 945 1,330 — 5,048 7,323 2,387

Commercial Center - Peoria, AZ AZ May-15 2,555 959 1,110 — 1,167 3,236 806

Medical Center III - Peoria, AZ AZ May-15 2,714 673 1,651 — 1,931 4,255 1,355

Morrow Medical Center - Morrow, GA GA Jun-15 4,775 1,155 5,674 — 656 7,485 1,750

Belmar Medical Building -Lakewood, CO CO Jun-15 3,738 819 4,287 — 754 5,860 1,516

Addington Place - Northville, MI (6) MI Jun-15 — 440 14,975 — 1,327 16,742 4,444

Medical Center V - Peoria, AZ AZ Jul-15 3,768 1,089 3,200 — 1,252 5,541 1,394

Legacy Medical Village - Plano, TX TX Jul-15 29,377 3,755 31,097 — 2,352 37,204 8,742

Scripps Cedar Medical Center - Vista, CA CA Aug-15 14,151 1,213 14,596 — 2,112 17,921 4,132

Ramsey Woods Memory Care - Cudahy, WI WI Oct-15 — 930 4,990 — 182 6,102 1,446

East Coast Square West - Cedar Point, NC NC Oct-15 4,054 1,535 4,803 — 18 6,356 1,224

East Coast Square North - Morehead City, NC NC Oct-15 3,906 899 4,761 — 464 6,124 1,266

Eastside Cancer Institute - Greenville, SC SC Oct-15 6,065 1,498 6,637 — 784 8,919 1,947

Sky Lakes Klamath Medical Clinic - Klamath Falls, OR OR Oct-15 — 433 2,623 — — 3,056 650

Courtyard Fountains - Gresham, OR OR Dec-15 — 2,476 50,601 — 3,034 56,111 13,860

Presence Healing Arts Pavilion - New Lenox, IL IL Dec-15 4,532 — 6,768 — 337 7,105 1,775

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Addington Place - Northville, MI (6),(8) MI 6/30/2015 — 440 14,975 — 1,267 16,682 3,953

Conroe Medical Arts and Surgery Center - Conroe, TX TX 7/10/2015 12,399 1,965 12,198 — 1,382 15,545 3,397

Medical Center V - Peoria, AZ AZ 7/10/2015 3,675 1,089 3,200 — 1,133 5,422 1,218

Legacy Medical Village - Plano, TX TX 7/10/2015 29,647 3,755 31,097 — 2,318 37,170 7,742

Scripps Cedar Medical Center - Vista, CA CA 8/6/2015 14,282 1,213 14,596 — 2,097 17,906 3,550

Ramsey Woods Memory Care - Cudahy, WI WI 10/2/2015 — 930 4,990 — 176 6,096 1,305

East Coast Square West - Cedar Point, NC NC 10/15/2015 4,099 1,535 4,803 — 6 6,344 1,092

East Coast Square North - Morehead City, NC NC 10/15/2015 3,794 899 4,761 — 211 5,871 1,094

Eastside Cancer Institute - Greenville, SC SC 10/22/2015 6,041 1,498 6,637 — 779 8,914 1,667

Sky Lakes Klamath Medical Clinic - Klamath Falls, OR OR 10/22/2015 — 433 2,623 — — 3,056 579

Courtyard Fountains - Gresham, OR OR 12/1/2015 — 2,476 50,601 — 2,607 55,684 12,346

Presence Healing Arts Pavilion - New Lenox, IL (9) IL 12/4/2015 4,422 — 6,768 — 76 6,844 1,575

Mainland Medical Arts Pavilion - Texas City, TX TX 12/4/2015 5,546 320 7,923 — 340 8,583 2,007

Renaissance on Peachtree - Atlanta, GA (5) GA 12/15/2015 — 4,535 68,895 — 3,778 77,208 15,621

Fox Ridge Senior Living at Bryant - Bryant, AR (12) AR 12/29/2015 6,647 1,687 12,936 ( 557 ) ( 6,152 ) 7,914 418

Fox Ridge Senior Living at Chenal - Little Rock, AR AR 12/29/2015 15,242 6,896 20,579 — 687 28,162 5,549

Fox Ridge North Little Rock - North Little Rock, AR (9) AR 12/29/2015 9,458 — 19,265 — 548 19,813 4,730

High Desert Medical Group Medical Office Building - Lancaster, CA CA 4/7/2017 6,952 1,459 9,300 — — 10,759 2,044

Northside Hospital - Canton, GA GA 7/13/2017 7,830 3,408 8,191 — 519 12,118 1,498

West Michigan Surgery Center - Big Rapids, MI MI 8/18/2017 4,022 258 5,677 — — 5,935 954

Camellia Walk Assisted Living and Memory Care - Evans, GA (5) GA 9/28/2017 — 1,854 17,372 — 1,347 20,573 3,989

Cedarhurst of Collinsville - Collinsville, IL IL 12/22/2017 — 1,228 8,652 — 417 10,297 1,662

Beaumont Medical Center - Warren, MI MI 12/22/2017 7,199 1,078 9,525 — 20 10,623 1,594

DaVita Dialysis - Hudson, FL FL 12/22/2017 1,576 226 1,979 — 121 2,326 333

DaVita Bay Breeze Dialysis Center - Largo, FL FL 12/22/2017 1,019 399 896 — 209 1,504 188

Greenfield Medical Plaza - Gilbert, AZ AZ 12/22/2017 4,148 1,476 4,144 — 500 6,120 793

RAI Care Center - Clearwater, FL FL 12/22/2017 2,609 624 3,156 — 70 3,850 506

Illinois CancerCare - Galesburg, IL IL 12/22/2017 1,920 290 2,457 — — 2,747 441

UnityPoint Clinic - Muscatine, IA IA 12/22/2017 — 570 4,541 — 18 5,129 779

Mainland Medical Arts Pavilion - Texas City, TX TX Dec-15 5,469 320 7,923 — 331 8,574 2,257

Renaissance on Peachtree - Atlanta, GA (5) GA Dec-15 — 4,535 68,895 — 4,071 77,501 18,199

Fox Ridge Senior Living at Bryant - Bryant, AR AR Dec-15 6,471 1,687 12,936 ( 564 ) ( 6,125 ) 7,934 598

Fox Ridge Senior Living at Chenal - Little Rock, AR AR Dec-15 14,833 6,896 20,579 — 762 28,237 6,198

Fox Ridge North Little Rock - North Little Rock, AR AR Dec-15 9,204 — 19,265 — 608 19,873 5,272

High Desert Medical Group Medical Office Building - Lancaster, CA CA Apr-17 6,863 1,459 9,300 — — 10,759 2,348

Northside Hospital - Canton, GA GA Jul-17 7,789 3,408 8,191 — 611 12,210 1,754

West Michigan Surgery Center - Big Rapids, MI MI Aug-17 4,036 258 5,677 — — 5,935 1,105

Camellia Walk Assisted Living and Memory Care - Evans, GA (5) GA Sep-17 — 1,854 17,372 — 1,457 20,683 4,623

Cedarhurst of Collinsville - Collinsville, IL IL Dec-17 — 1,228 8,652 ( 993 ) ( 7,278 ) 1,609 —

Beaumont Medical Center - Warren, MI MI Dec-17 7,224 1,078 9,525 — 20 10,623 1,859

DaVita Dialysis - Hudson, FL FL Dec-17 1,582 226 1,979 — 121 2,326 392

DaVita Bay Breeze Dialysis Center - Largo, FL FL Dec-17 1,083 399 896 — 297 1,592 241

Greenfield Medical Plaza - Gilbert, AZ AZ Dec-17 4,165 1,476 4,144 — 504 6,124 958

RAI Care Center - Clearwater, FL FL Dec-17 2,628 624 3,156 — 84 3,864 596

Illinois CancerCare - Galesburg, IL IL Dec-17 1,945 290 2,457 — 131 2,878 525

UnityPoint Clinic - Muscatine, IA (7) IA Dec-17 — 570 4,541 — 37 5,148 912

Lee Memorial Health System Outpatient Center - Ft.

Myers FL 12/22/2017 3,751 439 4,374 — 722 5,535 879

Decatur Medical Office Building - Decatur, GA (9) GA 12/22/2017 3,078 695 3,273 — 573 4,541 629

Healthcare Trust, Inc.

Myers, FL Dec-17 3,764 439 4,374 — 722 5,535 1,071

Decatur Medical Office Building - Decatur, GA GA Dec-17 3,104 695 3,273 — 597 4,565 786

Madison Medical Plaza - Joliet, IL IL Dec-17 11,482 — 16,855 — 135 16,990 3,018

Woodlake Office Center - Woodbury, MN MN Dec-17 8,399 1,017 10,688 — 1,460 13,165 2,462

Rockwall Medical Plaza - Rockwall, TX TX Dec-17 4,140 1,097 4,582 — 409 6,088 1,067

MetroHealth Buckeye Health Center - Cleveland, OH OH Dec-17 3,408 389 4,367 — 255 5,011 963

UnityPoint Clinic - Moline, IL (7) IL Dec-17 — 396 2,880 — 5 3,281 577

VA Outpatient Clinic - Galesberg, IL IL Dec-17 — 359 1,852 — — 2,211 423

Philip Professional Center - Lawrenceville, GA GA Dec-17 6,595 1,285 6,714 — 353 8,352 1,474

Florida Medical Heartcare - Tampa, FL FL Mar-18 1,692 586 1,902 — — 2,488 361

Florida Medical Somerset - Tampa, FL FL Mar-18 970 61 1,366 — — 1,427 233

Florida Medical Tampa Palms - Tampa, FL FL Mar-18 1,049 141 1,402 — — 1,543 245

Florida Medical Wesley Chapel - Tampa, FL FL Mar-18 1,681 485 1,987 — — 2,472 394

Aurora Health Center - Milwaukee, WI WI Apr-18 3,660 1,014 4,041 — 361 5,416 882

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Madison Medical Plaza - Joliet, IL (9) IL 12/22/2017 11,878 — 16,855 — 135 16,990 2,566

Woodlake Office Center - Woodbury, MN MN 12/22/2017 8,507 1,017 10,688 — 1,460 13,165 2,064

Rockwall Medical Plaza - Rockwall, TX MN 12/22/2017 4,138 1,097 4,582 — 427 6,106 889

MetroHealth Buckeye Health Center - Cleveland, OH OH 12/22/2017 3,396 389 4,367 — 255 5,011 805

UnityPoint Clinic - Moline, IL IL 12/22/2017 — 396 2,880 — 5 3,281 494

VA Outpatient Clinic - Galesberg, IL IL 12/22/2017 — 359 1,852 — — 2,211 363

Philip Professional Center - Lawrenceville, GA GA 12/22/2017 6,591 1,285 6,714 — 265 8,264 1,246

Texas Children’s Hospital - Houston, TX

TX 3/5/2018 4,133 1,368 4,428 — 116 5,912 855

Florida Medical Heartcare - Tampa, FL

FL 3/29/2018 1,686 586 1,902 — — 2,488 307

Florida Medical Somerset - Tampa, FL

FL 3/29/2018 967 61 1,366 — — 1,427 199

Florida Medical Tampa Palms - Tampa, FL

FL 3/29/2018 1,046 141 1,402 — — 1,543 209

Florida Medical Wesley Chapel - Tampa, FL

FL 3/29/2018 1,675 485 1,987 — — 2,472 335

Aurora Health Center - Milwaukee, WI

WI 4/17/2018 3,690 1,014 4,041 — 224 5,279 746

Vascular Surgery Associates - Tallahassee, FL

FL 5/11/2018 4,260 902 5,383 — — 6,285 851

Glendale MOB - Farmington Hills, MI

MI 8/28/2018 8,708 504 12,332 — 13 12,849 1,702

Crittenton Washington MOB - Washington Township, MI

MI 9/12/2018 3,420 640 4,090 — 316 5,046 647

Crittenton Sterling Heights MOB - Sterling Heights, MI

MI 9/12/2018 2,949 1,398 2,695 — 258 4,351 550

Advocate Aurora MOB - Elkhorn, WI

WI 9/24/2018 7,683 181 9,452 — — 9,633 1,361

Pulmonary & Critical Care Med - Lemoyne, PA

PA 11/13/2018 3,530 621 3,805 — — 4,426 564

Dignity Emerus Blue Diamond - Las Vegas, NV

NV 11/15/2018 15,078 2,182 16,594 — 129 18,905 2,351

Dignity Emerus Craig Rd - North Las Vegas, NV

NV 11/15/2018 21,329 3,807 22,803 — 132 26,742 3,243

Greenfield MOB - Greenfield, WI

WI 1/17/2019 8,081 1,552 8,333 — 247 10,132 1,110

Milwaukee MOB - South Milwaukee, WI

WI 1/17/2019 4,348 410 5,041 — — 5,451 653

Francis WI MOB - St.

WI 1/17/2019 9,947 865 11,355 — 251 12,471 1,526

Lancaster Medical Arts MOB - Lancaster, PA

PA 6/20/2019 3,051 85 4,417 — — 4,502 475

Women’s Healthcare Group MOB - York, PA

PA 6/21/2019 1,887 624 2,161 — — 2,785 263

Pioneer Spine Sports - Northampton, MA

MA 7/22/2019 1,554 435 1,858 — — 2,293 252

Pioneer Spine Sport - Springfield, MA

MA 7/22/2019 1,940 333 2,530 — — 2,863 311

Pioneer Spine Sports - West Springfield, MA

MA 7/22/2019 3,164 374 4,295 — — 4,669 520

Felicita Vida - Escondido, CA

CA 9/3/2019 — 1,677 28,953 — 546 31,176 3,823

Cedarhurst of Edwardsville - Edwardsville, IL IL 1/10/2020 — 321 9,032 — 105 9,458 1,083

Healthcare Trust, Inc.

Vascular Surgery Associates - Tallahassee, FL FL May-18 4,274 902 5,383 — — 6,285 1,002

Glendale OMF - Farmington Hills, MI MI Aug-18 8,637 504 12,332 — ( 135 ) 12,701 2,023

Crittenton Washington OMF - Washington Township, MI MI Sep-18 3,438 640 4,090 — 325 5,055 789

Crittenton Sterling Heights OMF - Sterling Heights, MI MI Sep-18 2,830 1,398 2,695 — 69 4,162 593

Advocate Aurora OMF - Elkhorn, WI WI Sep-18 7,606 181 9,452 — — 9,633 1,621

Pulomnary & Critical Care Med PA Nov-18 3,495 621 3,805 — — 4,426 673

Dignity Emerus Blue Diamond - Las Vegas, NV NV Nov-18 14,610 2,182 16,594 — ( 274 ) 18,502 2,751

Dignity Emerus Craig Rd - North Las Vegas, NV NV Nov-18 20,851 3,807 22,803 — ( 208 ) 26,402 3,815

Greenfield OMF - Greenfield, WI WI Jan-19 8,073 1,552 8,333 — 339 10,224 1,450

Milwaukee OMF - South Milwaukee, WI WI Jan-19 4,304 410 5,041 — — 5,451 786

Francis WI OMF - St.

Francis, WI WI Jan-19 9,849 865 11,355 — 251 12,471 1,856

Lancaster Medical Arts OMF - Lancaster, PA PA Jun-19 3,062 85 4,417 — — 4,502 614

Women's Healthcare Group OMF - York, PA PA Jun-19 1,894 624 2,161 — — 2,785 336

Pioneer Spine Sports - Northampton, MA MA Jul-19 1,559 435 1,858 — — 2,293 310

Pioneer Spine Sport - Springfield, MA MA Jul-19 1,947 333 2,530 — — 2,863 381

Pioneer Spine Sports - West Springfield, MA MA Jul-19 3,175 374 4,295 — — 4,669 638

Cedarhurst of Edwardsville - Edwardsville, IL IL Jan-20 — 321 9,032 — 153 9,506 1,366

UMPC Sir Thomas Court - Harrisburg, PA PA Jan-20 4,772 745 6,272 — — 7,017 840

UMPC Fisher Road - Mechanicsburg, PA PA Jan-20 3,122 747 3,844 — — 4,591 561

Swedish American OMF - Roscoe, IL IL Jan-20 4,394 599 5,862 — — 6,461 991

Cedarhurst of Sparta - Sparta, IL IL Jan-20 — 381 13,807 — 181 14,369 2,054

UMPC Chambers Hill - Harrisburg, PA PA Feb-20 3,221 498 4,238 — — 4,736 554

Cedarhurst of Shiloh - Shiloh, IL IL Mar-20 — 376 28,299 — 195 28,870 3,784

Bayshore Naples Memory Care - Naples, FL FL Mar-20 — 3,231 17,112 — 1,314 21,657 2,401

Circleville OMF - Circleville, OH OH Dec-20 3,235 765 4,011 — 11 4,787 466

OrthoOne Hilliard - Hilliard, OH OH May-21 2,562 760 3,118 — ( 110 ) 3,768 396

South Douglas OMF - Midwest City, OK OK Jun-21 3,054 628 3,863 — — 4,491 450

Fort Wayne Opthomology Engle - Fort Wayne, IN IN Jun-21 4,488 516 6,124 — — 6,640 607

Fort Wayne Opthomology Dupont - Fort Wayne, IN IN Jun-21 2,196 597 2,653 — — 3,250 340

Peters Albany 2 Palisades - Albany, NY NY Jun-21 3,642 516 4,342 — 498 5,356 576

Hefner Pointe Medical Center - Oklahoma City, OK OK Jun-21 3,851 678 4,819 — 200 5,697 540

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

UMPC Sir Thomas Court - Harrisburg, PA PA 1/17/2020 4,756 745 6,272 — — 7,017 669

UMPC Fisher Road - Mechanicsburg, PA PA 1/17/2020 3,111 747 3,844 — — 4,591 447

Swedish American MOB - Roscoe, IL IL 1/22/2020 4,379 599 5,862 — — 6,461 790

Cedarhurst of Sparta - Sparta, IL IL 1/31/2020 — 381 13,807 — 103 14,291 1,632

UMPC Chambers Hill - Harrisburg, PA PA 2/3/2020 3,210 498 4,238 — — 4,736 441

Cedarhurst of Shiloh - Shiloh, IL IL 3/13/2020 12,745 376 28,299 — 129 28,804 2,990

Bayshore Naples Memory Care - Naples, FL FL 3/20/2020 — 3,231 17,112 — 879 21,222 1,805

Circleville MOB - Circleville, OH OH 12/7/2020 3,430 765 4,011 — 130 4,906 376

Kingwood Executive Center - Kingwood, TX TX 1/6/2021 3,920 1,522 4,166 — 96 5,784 389

OrthoOne Hilliard - Hilliard, OH OH 5/28/2021 2,710 760 3,118 — 120 3,998 344

South Douglas MOB - Midwest City, OK OK 6/23/2021 3,044 628 3,863 — — 4,491 321

Fort Wayne Opthomology Engle - Fort Wayne, IN IN 6/29/2021 4,642 516 6,124 — — 6,640 434

Fort Wayne Opthomology Dupont - Fort Wayne, IN IN 6/29/2021 2,272 597 2,653 — — 3,250 243

Peters Albany 2 Palisades - Albany, NY NY 6/30/2021 3,292 516 4,342 — — 4,858 337

Hefner Pointe Medical Center - Oklahoma City, OK OK 6/30/2021 3,943 678 4,819 — 144 5,641 380

Peters Troy 2 New Hampshire - Troy, NY NY 6/30/2021 1,932 330 2,444 — 76 2,850 192

St Peters - Albany, NY - 4 Palisades NY 7/30/2021 2,079 542 2,416 — 110 3,068 226

St Peters - Albany, NY - 5 Palisades NY 7/30/2021 4,053 593 5,359 — 28 5,980 385

St Lukes Heart Vascular Center - East Stroudsburg PA 8/31/2021 2,470 363 3,224 — 58 3,645 206

Peters Troy 2 New Hampshire - Troy, NY NY Jun-21 1,955 330 2,444 — 101 2,875 277

St Peters - Albany, NY - 4 Palisades NY Jul-21 2,122 542 2,416 — 163 3,121 288

St Peters - Albany, NY - 5 Palisades NY Jul-21 4,142 593 5,359 — 139 6,091 555

St Lukes Heart Vascular Center - East Stroudsburg PA Aug-21 2,507 363 3,224 — 99 3,686 300

Metropolitan Eye Lakeshore Surgery - St.

Clair, MI MI 8/31/2021 3,277 203 4,632 — — 4,835 287

Naidu Clinic - Odessa, TX TX 9/1/2021 2,151 730 2,409 — 35 3,174 164

Belpre V Cancer Center - Belpre, OH OH 9/30/2021 44,084 1,153 63,894 — — 65,047 3,729

Center for Advanced Dermatology - Lakewood, CO CO 12/1/2021 1,997 1,034 1,874 — 38 2,946 119

Florida Medical Clinic - Tampa, FL FL 12/1/2021 1,645 1,104 1,137 — 187 2,428 96

Pensacola Nephrology MOB - Pensacola, FL FL 12/29/2021 4,541 1,579 5,121 — — 6,700 270

Millennium Eye Care - Freehold, NJ NJ 5/26/2022 4,506 635 6,014 — — 6,649 288

Atlanta Gastroenterology Associates - Lawrenceville, GA GA 6/29/2022 2,381 2,639 2,263 — — 4,902 81

Bone and Joint Specialists - Merrillville, IN IN 6/29/2022 3,322 1,014 2,499 — — 3,513 100

Eastern Carolina ENT - Greenville, NC NC 12/21/2022 4,399 663 5,828 — — 6,491 160

Peters - Albany, NY NY 3/1/2023 11,611 1,331 15,802 — — 17,133 346

Hope Orthopedics - Salem, OR OR 3/24/2023 2,977 754 3,639 — — 4,393 85

OSF Healthcare - Dwight, IL (7) IL 9/28/2023 — 254 2,960 — — 3,214 21

OSF Healthcare - Godfrey, IL (7) IL 9/28/2023 — 1,034 4,668 — — 5,702 34

Healthcare Trust, Inc.

Clair, MI MI Aug-21 3,288 203 4,632 — — 4,835 410

Naidu Clinic - Odessa, TX TX Sep-21 2,142 730 2,409 — 11 3,150 235

Belpre V Cancer Center - Belpre, OH OH Sep-21 44,236 1,153 63,894 — — 65,047 5,386

Center for Advanced Dermatology - Lakewood, CO CO Dec-21 1,988 1,034 1,874 — 15 2,923 172

Florida Medical Clinic - Tampa, FL FL Dec-21 1,651 1,104 1,137 — 186 2,427 148

Pensacola Nephrology OMF - Pensacola, FL FL Dec-21 4,656 1,579 5,121 — 146 6,846 414

Millennium Eye Care - Freehold, NJ NJ May-22 2,550 635 6,014 — ( 2,900 ) 3,749 411

Bone and Joint Specialists - Merrillville, IN IN Jun-22 2,389 1,014 2,499 — — 3,513 174

Atlanta Gastroenterology Associates - Lawrenceville, GA GA Jun-22 3,334 2,639 2,263 — — 4,902 141

Eastern Carolina ENT - Greenville, NC NC Dec-22 4,414 663 5,828 — — 6,491 319

Hope Orthopedics - Salem, OR OR Mar-23 11,651 1,331 15,802 — — 17,133 762

St Peters - Albany, NY - 1444 Western Avenue NY Mar-23 2,986 754 3,639 — ( 2 ) 4,391 186

OSF Healthcare OMF - Dwight, IL (7) IL Sep-23 — 254 2,960 — — 3,214 105

OSF Healthcare OMF - Godfrey, IL (7) IL Sep-23 — 1,034 4,668 — — 5,702 171

CPC - LaPorte, IN IN Feb-24 1,686 287 2,090 — — 2,377 49

CPC - Valparaiso, IN IN Feb-24 2,286 460 2,763 — — 3,223 65

CPC - Hobart, IN IN Feb-24 2,179 132 2,939 — — 3,071 63

CPC - Merrillville, IN IN Feb-24 1,349 387 1,510 1 3 1,901 45

Fannie Mae Master Credit Facilities (5)(6)

OMF Warehouse Facility (7)

National Healthcare Properties, Inc.

and Subsidiaries

4 unchanged sentences

Property State Acquisition

Date Encumbrances at

December 31, 2023 Land Building and

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2022 (1) (2)

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Fannie Mae Master Credit Facilities (5)(6)

MOB Warehouse Facility (7)

$ 1,151,863 $ 195,405 $ 1,956,081 $ ( 5,323 ) $ 56,320 $ 2,202,483 $ 496,758

2 unchanged sentences

(3) The accumulated depreciation column excludes $ 229.1 million of accumulated amortization associated with acquired intangible lease assets.

(4) Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and 5 years for fixtures.

(4) Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and building improvements and 15 years for fixtures and land improvements.

(5) These properties collateralize the Capital One Facility, which had $ 203.4 million of outstanding borrowings as of December 31, 2024.

(6) These properties collateralize the KeyBank Facility, which had $ 137.1 million of outstanding borrowings as of December 31, 2024.

(7) These properties collateralize the MOB Warehouse Facility, which had $ 14.7 million of outstanding borrowings as of December 31, 2023.

(8) These properties were acquired from American Realty Capital Healthcare Trust III, Inc.

in 2017, which was a related party to the Company’s Advisor.

(9) Some or all of the land underlying these properties is subject to an operating land lease.

The related right-of-use assets are separately recorded.

See Note 16 — Commitments and Contingencies for additional information.

(10) The building amount for these properties represents combined direct financing leases for the total assets as the land element was not required to be bifurcated under ASU 840.

See Note 16 — Commitments and Contingencies for additional information.

(11) These properties were previously subject to operating land leases which have either been prepaid or otherwise satisfied as of December 31, 2023.

(12) These properties have been impaired as of December 31, 2023.

See Note 3 — Real Estate Investments, Net “Assets Held for Use and Related Impairments” for additional information.

Healthcare Trust, Inc.

(7) These properties collateralize the OMF Warehouse Facility, which had $ 21.7 million of outstanding borrowings as of December 31, 2024.

(8) Includes adjustments for properties that have been impaired as of December 31, 2024.

See — Real Estate Investments, Net “Assets Held for Use and Related Impairments” for additional information.

National Healthcare Properties, Inc.

and Subsidiaries

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures