What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-27 · 965 added, 1260 removed, 776 unchanged (74% of the section changed)

54 unchanged sentences

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 of the Company declassifying our Board, dated January 12, 2026 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2026 and incorporated by reference herein)

Articles Supplementary of the Company prohibiting future election to be subject to Section 3-803 of the MGCL, dated January 12, 2026 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2026 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)

3 unchanged sentences

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.

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)

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 January 12, 2026 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)

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 Annual Report on Form 10-K filed with the SEC on March 11, 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)

2 unchanged sentences

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)

6 unchanged sentences

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)

5 unchanged sentences

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)

Form of Indemnification Agreement with Directors and Officers (filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 27, 2025 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)

1 unchanged sentence

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

Form of Non-Employee Director Restricted Stock Agreement (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 5, 2025 and incorporated by reference herein)

Form of Restricted Stock Agreement (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 5, 2025 and incorporated by reference herein)

Form of Performance Stock Unit Agreement (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 5, 2025 and incorporated by reference herein)

2025 Omnibus Incentive Compensation Plan of National Healthcare Properties, Inc.

(filed as an exhibit to the Company’s Registration Statement on Form S-8, filed with the SEC on May 22, 2025 and incorporated by reference herein)

Employment Agreement, dated November 18, 2025, by and between the Company and Andrew T.

Babin (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2025 and incorporated by reference herein)

Separation and General Release and Waiver Agreement, dated November 18, 2025, by and between the Company and Scott M.

Lappetito (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2025 and incorporated by reference herein)

Credit Agreement, dated December 11, 2025, by and among National Healthcare Properties, Inc., as guarantor, National Healthcare Properties Operating Partnership, L.P., as borrower, and Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2025 and incorporated by reference herein)

Insider Trading Policy of the Company (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025 and incorporated by reference herein)

List of Subsidiaries of the Company

5 unchanged sentences

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)

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

101.SCH * XBRL Taxonomy Extension Schema Document

23 unchanged sentences

Michael Anderson (Principal Executive Officer)

Lappetito Chief Financial Officer and Treasurer

/s/ Andrew T.

Chief Financial Officer and Treasurer

February 20, 2026

Lappetito (Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

/s/ Ailin Park

Chief Accounting Officer

February 20, 2026

(Principal Accounting Officer)

/s/ Elizabeth K.

3 unchanged sentences

Penn Independent Director February 20, 2026

Independent Director February 20, 2026

/s/ Edward M.

34 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Allocations for Property Acquisitions

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 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, 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

Impairment Indicators Assessment of Real Estate Investments, net

As described in Note 2 and 3 to the consolidated financial statements, the Company’s real estate investments, net balance was $1.52 billion as of December 31, 2025.

Management assesses on a continuous basis whether there are indicators that the carrying value of the Company’s real estate properties may be impaired.

Impairment indicators include significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period.

If any of these indicators are present, management evaluates whether the property’s carrying value may not be recoverable based on an estimate of future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition.

If an impairment exists due to the inability to recover the carrying value, the Company will recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of real estate properties which are held for use.

The principal considerations for our determination that performing procedures relating to the assessment of the impairment indicators for real estate investments, net is a critical audit matter are (i) the significant judgment by management to identify and evaluate the impairment indicators of the carrying value of real estate properties;

and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification and evaluation of the impairment indicators related to significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period.

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

These procedures included, among others (i) reading the purchase agreements and lease documents;

(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, 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, market rental rates, discount rates, and land values per square foot.

These procedures included, among others, (i) testing management’s process for identifying and evaluating impairment indicators for real estate investments, net, (ii) testing the completeness and accuracy of certain underlying data used in the assessment, and (iii) evaluating the reasonableness of management’s assessment of the

Report of Independent Registered Public Accounting Firm

impairment indicators related to significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period.

Evaluating the reasonableness of management’s assessment of the impairment indicators involved (i) considering whether the indicators were consistent with evidence obtained from other audit procedures and (ii) evaluating management’s assessment over (a) significant declines in market value and adverse changes in property use or condition, (b) legal, regulatory, and business developments that could impact asset values, (c) whether costs incurred and projected to be incurred significantly exceeded management’s original expectations, (d) ongoing operating losses, including reductions in occupancy or negative cash flows, and (e) anticipated changes in holding period, including management’s intent with respect to holding or disposing of real estate properties.

/s/ PricewaterhouseCoopers LLP

7 unchanged sentences

Real estate investments, at cost:

$ 190,082 $ 207,987

Land $ 174,535 $ 190,082

Buildings, fixtures and improvements 1,785,952 2,012,401

2,012,401 2,120,352

Acquired intangible assets 246,544 284,447

284,447 293,295

Construction in progress

Total real estate investments, at cost 2,210,025 2,494,797

2,486,930 2,621,634

accumulated depreciation and amortization ( 691,200 ) ( 725,831 )

( 725,831 ) ( 681,977 )

Total real estate investments, net 1,518,825 1,768,966

1,761,099 1,939,657

Cash and cash equivalents 57,620 21,652

2 unchanged sentences

Straight-line rent receivable, net 21,486 22,841

22,841 26,325

Operating lease right-of-use assets 7,377 7,480

Prepaid expenses and other assets 40,033 35,781

Deferred costs, net

21,269 15,997

Prepaid expenses and other assets, net

23,019 26,316

Accounts receivable, net

Deferred costs, net 22,792 21,269

Total assets $ 1,711,772 $ 1,946,023

LIABILITIES AND EQUITY

Mortgage notes payable, net $ 367,629 $ 779,160

Credit facilities

Fannie Mae and other secured debt

334,739 362,216

Revolving credit facility

Term loan, net

Market lease intangible liabilities, net 4,851 6,125

Accounts payable and accrued expenses (including $ 30,267 and $ 295 due to related parties as of December 31, 2024 and 2023, respectively)

Derivative liabilities, at fair value 188 —

Accounts payable and accrued expenses

44,381 89,575

3 unchanged sentences

Total liabilities 1,107,247 1,255,898

1,255,898 1,244,576

Stockholders’ Equity

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,740,000 authorized as of December 31, 2024 and 2023;

3,977,144 issued and outstanding as of December 31, 2024 and 2023

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,680,000 authorized;

3,630,000 issued and outstanding as of December 31, 2024 and 2023

Common stock, $ 0.01 par value, 300,000,000 shares authorized, 28,296,439 shares and 27,886,255 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Commitments and Contingencies

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,608,371 and 4,740,000 authorized as of December 31, 2025 and 2024, respectively;

3,845,515 and 3,977,144 issued and outstanding as of December 31, 2025 and 2024, respectively

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,466,656 and 3,680,000 authorized as of December 31, 2025 and 2024, respectively;

3,416,656 and 3,630,000 issued and outstanding as of December 31, 2025 and 2024, respectively

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

28,426,694 and 28,296,439 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 2,531,315 2,533,706

Accumulated other comprehensive income (loss) 16,640 23,464

Accumulated other comprehensive income

Distributions in excess of accumulated earnings ( 1,938,060 ) ( 1,866,994 )

Total stockholders’ equity 600,064 684,560

684,560 894,154

Non-controlling interests 4,461 5,565

690,125 900,583

Total equity 604,525 690,125

Total liabilities and equity $ 1,711,772 $ 1,946,023

$ 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.

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

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(In thousands, except per share data)

Year ended December 31,

10 unchanged sentences

Total expenses 366,779 486,642 350,341

Operating loss before gain (loss) on sale of real estate investments

( 24,500 ) ( 132,848 ) ( 4,416 )

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

Gain (loss) on sale of real estate investments 27,800 9,307 ( 322 )

9,307 ( 322 ) ( 125 )

Operating loss

Operating income (loss)

3,300 ( 123,541 ) ( 4,738 )

1 unchanged sentence

Interest expense ( 61,281 ) ( 69,447 ) ( 66,078 )

Interest and other income

Interest and other income, net

272 1,051 734

Gain on extinguishment of debt

Gain (loss) on non-designated derivatives

(Loss) gain on non-designated derivatives

( 72 ) 1,544 ( 1,995 )

Total other expenses, net

Total other expense, net

( 60,824 ) ( 66,460 ) ( 67,339 )

5 unchanged sentences

Net loss attributable to common stockholders ( 71,067 ) ( 203,495 ) ( 86,097 )

Other comprehensive (loss) income:

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

Other comprehensive loss:

Unrealized loss on designated derivatives

( 11,036 ) ( 6,824 ) ( 13,446 )

Comprehensive loss attributable to common stockholders $ ( 82,103 ) $ ( 210,319 ) $ ( 99,543 )

1 unchanged sentence

28,304 28,286 28,280

Net loss per common share attributable to common stockholders — Basic and Diluted (1)

Net loss attributable to common stockholders per common share — Basic and Diluted (1)

$ ( 2.51 ) $ ( 7.19 ) $ ( 3.04 )

(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.

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

Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a net loss exists as the effect would be an antidilutive per share amount.

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

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

3 unchanged sentences

Years Ended December 31, 2025, 2024 and 2023

(In thousands, except share data)

Series A Preferred Stock Series B Preferred Stock Common Stock Accumulated Other Comprehensive Income (Loss)

Shares Par Value Number of

Shares Par Value Additional

Capital Distributions in Excess of Accumulated Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity

(In thousands)

Series A Preferred Stock Series B Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Accumulated Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity

Number of Shares Par Value Number of Shares

Par Value Number of Shares Par Value

Balance, December 31, 2022 3,977 $ 40 3,630 $ 36 26,270 $ 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

Distributions declared in common stock,

$ 0.85 per share

Distributions declared in common stock, $ 0.85 per share

— — — — 1,616 64 91,186 — ( 91,250 ) — — —

4 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 )

10 unchanged sentences

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

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

Net loss — — — — — — — — ( 189,696 ) ( 189,696 ) ( 567 ) ( 190,263 )

3 unchanged sentences

Share-based compensation, net — — — — — — 3,766 — — 3,766 — 3,766

Distributions declared in common stock, $ 0.85 per share

— — — — 410,184 17 23,678 — ( 23,695 ) — — —

Common stock issuance, net of tax withholdings — — — — 11 — ( 612 ) ( 612 ) ( 612 )

Dividends declared Series A Preferred Stock, $ 1.84 per share

2 unchanged sentences

— — — — — — — — ( 6,264 ) ( 6,264 ) ( 6,264 )

Repurchase of Series A Preferred Stock ( 132 ) ( 2 ) — — — — ( 2,024 ) — — ( 2,026 ) — ( 2,026 )

Repurchase of Series B Preferred Stock — — ( 213 ) ( 1 ) — — ( 3,398 ) — — ( 3,399 ) — ( 3,399 )

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

4 unchanged sentences

Balance, December 31, 2025 3,845 $ 38 3,417 $ 35 28,307 $ 1,132 $ 2,531,315 $ 5,604 $ ( 1,938,060 ) $ 600,064 $ 4,461 $ 604,525

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.

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

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

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Net loss $ ( 57,685 ) $ ( 190,263 ) $ ( 72,380 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 78,261 84,067 82,873

Amortization of deferred financing costs

Amortization of deferred financing costs and mortgage discounts (premiums)

4,753 3,465 6,793

(Accretion) amortization of terminated swap

Accretion of terminated swap

( 344 ) ( 1,218 ) ( 4,195 )

Amortization of mortgage premiums and discounts, net 89 91 51

Accretion of market lease and other intangibles, net

Amortization (accretion) of market lease and other intangibles, net

1,891 ( 1,428 ) ( 890 )

Bad debt expense 1,515 1,225 3,159

Equity-based compensation 613 919 1,185

(Gain) loss on non-designated derivative instruments ( 1,544 ) 1,995 ( 3,834 )

Stock-based compensation amortization expense

3,766 613 919

Loss (gain) on non-designated derivative instruments

72 ( 1,544 ) 1,995

Cash received from non-designated derivative instruments 3,292 6,810 5,580

(Gain) loss on sales of real estate investments

(Gain) loss on sale of real estate investments

( 27,800 ) ( 9,307 ) 322

Gain on extinguishment of debt

( 257 ) ( 392 ) —

Impairment charges 44,914 24,881 4,676

1 unchanged sentence

Changes in assets and liabilities:

Straight-line rent receivable ( 794 ) ( 1,049 ) ( 1,523 )

Prepaid expenses and other assets ( 4,443 ) ( 6,069 ) ( 3,036 )

Straight-line rent receivable, net 1,355 ( 794 ) ( 1,049 )

Prepaid expenses and other assets, net

3,692 ( 6,021 ) ( 5,549 )

Accounts receivable, net

( 3,399 ) 3,093 705

Deferred leasing costs

( 8,081 ) ( 11,266 ) ( 3,134 )

Accounts payable, accrued expenses and other liabilities ( 41,220 ) 15,925 3,217

Deferred rent 2,030 1,136 576

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

6,951 ( 79,846 ) 21,624

Cash flows from investing activities:

Property acquisitions ( 5,606 ) ( 35,261 ) ( 25,538 )

Investments in non-designated interest rate caps ( 1,709 ) ( 9,962 ) —

Acquisitions of real estate

( 250 ) ( 5,606 ) ( 35,261 )

Capital expenditures ( 28,726 ) ( 21,908 ) ( 22,397 )

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

Investments in non-designated interest rate caps, net

( 1,379 ) ( 1,709 ) ( 9,962 )

Proceeds from sales of real estate, net

100,161 93,195 4,803

Net cash provided by (used in) investing activities

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Cash flows from financing activities:

Payments on credit facilities ( 5,769 ) ( 200,602 ) ( 2,998 )

Proceeds from credit facilities 6,960 34,748 30,000

Borrowings under revolving credit facility and term loan

Proceeds from Fannie Mae and other secured debt

— 6,960 34,748

Repayments of Fannie Mae and other secured debt

( 27,476 ) ( 5,769 ) ( 200,602 )

Proceeds from mortgage notes payable — — 240,000

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

Repayments of mortgage notes payable

( 331,113 ) ( 18,822 ) ( 1,139 )

Proceeds from interest rate swap terminations 8,259 — 5,413

1 unchanged sentence

Proceeds from promissory note

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

Taxes paid for net settlement of equity-based awards

Payment of offering costs

( 1,217 ) — —

Dividends paid on Series A Preferred Stock

( 7,181 ) ( 7,333 ) ( 7,334 )

Dividends paid on Series B Preferred Stock

( 6,264 ) ( 6,466 ) ( 6,466 )

Repurchase of Preferred Stock

( 5,423 ) — —

Purchase of non-controlling interest

Contributions from non-controlling interest holders — — 284

16 unchanged sentences

Cash paid for interest $ ( 54,018 ) $ ( 61,038 ) $ ( 63,720 )

Cash paid for income and franchise taxes

Cash received (paid) for income and franchise taxes (1)

10 ( 416 ) ( 454 )

Non-cash investing and financing activities:

Common stock issued through stock dividends — 23,695 91,250

Preferred stock dividend declared

( 3,340 ) ( 3,496 ) ( 3,496 )

Mortgages issued with acquisition of real estate investments

5 unchanged sentences

Amounts outstanding under the Prior Credit Facility repaid with proceeds from real estate sales — — ( 5,167 )

(1) For the year ended December 31, 2025, relates to cash received for income tax refunds.

For the years ended December 31, 2024 and 2023, relates to cash paid for income and franchise taxes.

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

5 unchanged sentences

National Healthcare Properties, Inc.

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

(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.

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

As of December 31, 2025, the Company owned 167 properties and a land parcel located in 29 states, consisted of 37 senior housing communities, with 3,615 units, in the SHOP segment and 130 outpatient medical facilities, with approximately 3.7 million square feet of gross leasable area, in the OMF segment.

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

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”), and its related affiliates managed the Company’s day-to-day business and 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.

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.

The Company has two operating and reportable segments:

SHOP and OMF.

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

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 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.

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

In the SHOP segment, the Company invests in senior housing properties through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure.

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.” As of December 31, 2025, the Company engaged three eligible independent contractors to operate 37 SHOPs.

In the OMF 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 and certain capital expenditures, which may be subject to expense exclusions and floors, in addition to base rent.

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

From October 2020 through January 2024, the Company declared and issued quarterly dividends entirely in shares of its common stock, par value $ 0.01 per share (the “common stock”), in an aggregate of approximately 5.2 million shares (as adjusted to reflect the Reverse Stock Split (as defined below)).

On March 26, 2025, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2024.

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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.

On September 27, 2024, the Company consummated the transactions (the “Internalization”) contemplated by that certain merger agreement dated August 6, 2024 (the “Internalization Agreement”) with the former Advisor, resulting in the internalization of the Company’s management and termination of the prior advisory agreement.

Pursuant to the Internalization Agreement, on the closing date, (i) the outstanding membership interests of the former Advisor were converted into the right to receive from the Company an internalization fee of $ 98.2 million and (ii) the former Advisor’s parent entity 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 prior 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 former Advisor through the then-current term of the property management agreement, in each case subject to certain other adjustments (collectively, the “Closing Payments” in an aggregate amount of $ 106.6 million).

Because the Closing Payments exceeded the Company’s available cash on the closing date, the Company paid an aggregate cash consideration of $ 75.0 million and issued an unsecured promissory note (the “Promissory Note”) in a principal amount of $ 30.3 million to the former Advisor’s parent entity.

In January 2025, the Company repaid the Promissory Note in full.

Reverse Stock Split

On September 26, 2024, the Company effected a reverse stock split of the Company’s common stock at a ratio of one-for-four, which became effective on September 30, 2024 (the “Reverse Stock Split”).

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.

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

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”).

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Principles of Consolidation and Basis of Presentation

8 unchanged sentences

Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairments, fair value measurements and income taxes, as applicable.

Out-of-Period Adjustments

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 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

Revenue Recognition

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 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.

The Company’s revenues consist primarily of resident services and fee income from lease contracts with residents in the SHOP segment and rents from lease contracts with tenants in the OMF segment.

The Company recognizes resident services and fee income from residents in the SHOP segment and rental revenues from tenants in the OMF segment in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”).

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

Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services.

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

Rent from tenants in the OMF segment is recognized on a straight-line basis over the initial term of the lease when collectability is probable.

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 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.

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

Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services.

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

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 and certain capital expenditures, 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.

Tenant reimbursements generally relate to the reimbursement of real estate taxes, insurance and repair and maintenance expense, and are recognized as both revenue (in revenue from tenants) and expense (in property operating and maintenance expense) in the period the expense is incurred.

Under certain other lease agreements, tenants are directly responsible for all operating and maintenance costs of the respective properties.

Expenses paid directly by the tenant are reflected on a net basis.

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 ASC 842, 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

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

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

Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating and maintenance expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating and maintenance costs of the respective properties.

The following table presents future base rent payments on a cash basis due to the Company as of December 31, 2024 over the next five years and thereafter.

These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items.

These amounts also exclude SHOP leases which are short-term in nature.

(In thousands) Future

Base Rent Payments

2025 $ 102,490

Thereafter 315,834

Total $ 749,928

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.

affecting the credit risk of the tenant.

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 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-offs related to previously disposed properties during the years ended December 31, 2024 and 2023.

Investments in Real Estate

Investments in real estate are recorded at cost.

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

Real Estate Investments

Real estate investments are recorded at cost.

Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset.

Costs of repairs and maintenance are expensed as incurred.

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).

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

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

Capitalized above-market lease values are amortized as a decrease to revenue from tenants over the remaining terms of the respective leases and capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.

Capitalized above-market ground lease values are amortized as a reduction of property operating and maintenance expense over the remaining terms of the respective leases.

Capitalized below-market ground lease values are amortized as an increase to property operating and maintenance expense over the remaining terms of the respective leases and expected below-market renewal option periods.

Purchase Price Allocation

At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition.

1 unchanged sentence

If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.

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.

No properties were presented as discontinued operations during the years ended December 31, 2024, 2023 and 2022.

Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year.

The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits.

Properties are no longer depreciated when they are classified as held for sale.

There were no real estate investments held for sale as of December 31, 2024 or 2023.

Purchase Price Allocation

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values.

6 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.

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.

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data.

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

may be obtained in connection with the acquisition or financing of the respective property and other market data.

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.

4 unchanged sentences

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.

In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months.

In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period.

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 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

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

Leases to determine lease classification.

The Company evaluates new leases pursuant to ASC 842 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.

1 unchanged sentence

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 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;

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 in an operating lease because (i) the non-lease components have the same timing and pattern of transfer as the associated lease component;

and (ii) the lease component, if accounted for separately, would be classified as an operating lease.

Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance.

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

The Company capitalizes incremental direct leasing costs and expenses indirect leasing costs in connection with new or extended tenant leases.

Lessee Accounting

The Company is also the lessee under certain land leases which will continue to be classified as operating leases under transition elections unless subsequently modified.

These leases are reflected on the consolidated balance sheets as of December 31, 2024 and 2023, and the rent expense is reflected on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022.

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease.

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 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 .

Gain on Dispositions of Real Estate Investments

Gains on sales of rental real estate are not considered sales to customers and will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

The Company is the lessee under certain land leases which are classified as operating leases.

These leases are reflected on the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities, and the rent expense is reflected on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment.

This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition.

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 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 (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’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 .

Management assesses on a continuous basis whether there are indicators that the carrying value of the Company’s real estate properties may be impaired.

Such indicators include significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses and changes in anticipated holding period.

If an impairment exists due to the inability to recover the carrying value, the Company will 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 real estate properties which are held for use.

The Company’s estimated fair value is primarily based upon (i) estimated sales prices from signed contracts or letters of intent from third-party offers or (ii) discounted cash flow models of the property over its anticipated hold period.

Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

Depreciation and Amortization

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).

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building.

If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

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

Above and Below-Market Lease Amortization

Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.

Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases.

Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.

In addition, such cash flow models consider factors such as expected future operating income, market and other applicable trends, residual value, leasing demand, competition, and other relevant factors.

Assets Held for Sale

The Company classifies a real estate property as held for sale when:

(i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn.

The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits.

When a real estate property is classified as held for sale, it is reported at the lower of its carrying value or fair value less costs to sell and no longer depreciated.

If the carrying amount of the asset 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 asset exceeds the estimated net sales price of the asset.

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

There were no real estate investments held for sale as of December 31, 2025 or 2024.

Gain on Sale of Real Estate Investments

The Company recognizes a gain (loss) on sale of real estate when the criteria for an asset to be derecognized are met, which include when:

(i) a contract exists, (ii) the buyer obtains control of the asset and (iii) it is probable that the Company will receive substantially all of the consideration to which it is entitled.

These criteria are generally satisfied at the time of sale.

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings.

Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets.

The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings.

The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

The Company records all derivatives on the balance sheet at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting.

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 2017-12 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

The non-controlling interests represent the portion of the common and preferred equity in the OP that is not owned by the Company as well as certain 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.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss.

Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership, including any preferential amounts.

See Note 13 — Non-Controlling Interests for additional information.

Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements.

The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships.

The Company does not anticipate that any of its counterparties will fail to meet their obligations.

The Company records all derivatives on the consolidated balance sheets at fair value.

For derivative instruments designated and qualify as cash flow hedges, changes in fair value are recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

For derivative instruments not designated as hedges under a qualifying hedging relationship, changes in fair value are recorded in gain (loss) on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

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These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit.

At December 31, 2024 and 2023, the Company had deposits of $ 21.7 million and $ 46.4 million, of which $ 11.9 million and $ 34.2 million, respectively, were in excess of the amount insured by the FDIC.

As the account balances at each institution periodically exceed the FDIC insured amount, there is a concentration of credit risk related to amounts in excess of such coverage.

Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

Restricted Cash

Restricted cash consists of amounts held by the Company or its lenders to provide for future real estate tax, insurance expenditures, capital expenditures and tenant improvements related to its properties and operations.

Deferred Costs

Deferred costs, net, consists of deferred financing costs related to the Fannie Mae Master Credit Facilities (as defined in Note 5 — Credit Facilities) , and deferred leasing costs.

Deferred financing costs relating to mortgage notes payable (see Note 4 — Mortgage Notes Payable, Net ) are reflected net of the related financing in the mortgage notes payable, net line item of the Company’s consolidated balance sheet.

Deferred financing costs associated with the Fannie Mae Master Credit Facilities and mortgage notes payable represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing.

These costs are amortized over the term of the financing agreement using the effective interest method for the Fannie Mae Master Credit Facilities and using the effective interest method over the expected term for the mortgage notes payable.

Deferred costs, net, consists of:

(i) deferred financing costs related to the Revolving Facility and Fannie Mae Secured Debt (each as defined below), (ii) deferred leasing costs and (iii) costs incurred directly attributable to a proposed offering of securities.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Deferred financing costs related to mortgage notes payable and the Term Loan (as defined below) are reflected as a reduction to the related borrowings on the Company’s consolidated balance sheets.

Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing.

These costs are amortized using the effective interest method over the term of the applicable financing agreements for the Revolving Facility, Term Loan and Fannie Mae Secured Debt and over the expected term for mortgage notes payable.

Unamortized deferred financing costs are expensed if the associated debt is refinanced or paid down before maturity.

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Deferred leasing costs, consisting primarily of lease commissions and professional fees incurred in connection with new leases, are deferred and amortized over the term of the lease.

Equity-Based Compensation

The Company has a stock-based incentive award program for its directors, which is accounted for under the guidance of share- based payments.

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 ).

Stock-Based Compensation

The Company’s stock-based compensation for employees and directors is accounted for under the guidance of stock-based payments.

The cost of services received in exchange for these stock-based compensation is measured at the grant date fair value of the equity award.

The compensation expense for such awards is recognized on a straight-line basis over the requisite service period (i.e., vesting) or when the requirements for exercise of the award have been met in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Forfeitures of stock-based compensation are recognized as they occur.

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.

federal corporate income tax to the extent it distributes all of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP) to its stockholders.

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 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.

federal or state income taxes related to such REIT taxable income was recorded in the Company’s financial statements.

Even if the Company continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S.

federal income and excise taxes on its undistributed income.

Certain limitations are imposed on REITs with respect to the ownership and operation of seniors housing properties.

Generally, to qualify as a REIT, the Company cannot directly or indirectly operate seniors housing properties.

Instead, such facilities may be either leased to a third-party operator or leased to a TRS and operated by a third party on behalf of the TRS.

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.

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

The TRS is a wholly-owned subsidiary of the OP.

A TRS is subject to U.S.

federal corporate income tax.

Subsidiaries that elect to be treated as TRS are subject to U.S.

federal, state and local income taxes.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.

The Company recognizes tax penalties and interest as additional income tax expense.

The Company accounts for deferred income taxes using the asset and liability method and records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.

In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies (including modifying intercompany leases with the TRS) and recent financial operations.

In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax asset.

Deferred income taxes result from temporary differences between the carrying amounts of the TRS’s assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss carryforwards.

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, 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, 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.

For net operating losses incurred subsequent to December 31, 2017, there is no expiration date.

As of December 31, 2024, the Company had a deferred tax asset of $ 10.5 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.

federal and state income taxes incurred by the Company’s TRS.

The Company estimated its income tax (expense) benefit relating to its TRS using a combined federal and state rate of approximately 0.0 % for the years ended December 31, 2024, 2023 and 2022.

These income taxes are reflected in income tax (expense) benefit on the accompanying consolidated statements of operations and comprehensive loss.

Year Ended December 31,

2024 2023 2022

(In thousands) Current Deferred Current Deferred Current Deferred

Federal (expense) benefit $ — $ 1,936 $ — $ 1,023 $ — $ 2,145

State (expense) benefit ( 262 ) 461 ( 303 ) 142 ( 201 ) 604

Deferred tax asset valuation allowance — ( 2,397 ) — ( 1,165 ) — ( 2,749 )

Total income tax benefit (expense) $ ( 262 ) $ — $ ( 303 ) $ — $ ( 201 ) $ —

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

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

Non-controlling Interests

The non-controlling interests represent the portion of the common and preferred equity in the OP that is not owned by the Company.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests in the consolidated statements of operations and comprehensive loss.

Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership, including any preferential amounts.

Fair Value Measurement

The Company measures and discloses the fair value of financial instruments utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

The three levels of the hierarchy are described below:

• Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

• Level 3 — Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Per Share Data

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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 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 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.

Reportable Business Segments

The Company’s reportable business segments, based on how the chief operating decision maker (“CODM”) evaluates the Company’s business and allocates resources, are as follows:

(i) OMF and (ii) SHOP.

Reclassifications

To conform to the current year presentation, amounts related to “construction in progress” and “accounts receivable, net” for the comparative periods have been reclassified from “prepaid expenses and other assets” and presented separately on the Company’s consolidated balance sheets, and certain 2024 amounts have been reclassified from general and administrative to property operating and maintenance on the Company’s consolidated statements of operations and comprehensive loss to align with the current period presentation.

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 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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (i) disclose specific categories in the rate reconciliation and (ii) 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).

During the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively and disclosed a new rate reconciliation table and an income tax payment schedule.

The adoption did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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.

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

Note 3 — Real Estate Investments, Net

Property Acquisitions

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

During the year ended December 31, 2025, the Company did no t acquire any significant assets.

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

The acquisitions were accounted for as asset acquisitions.

The following table presents the allocation of the assets acquired and liabilities assumed during the year ended December 31, 2024 (dollars in thousands):

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

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:

Year ended December 31, 2024

(In thousands) 2024 2023

Real estate investments, at cost:

Land $ 1,266 $ 3,373

Buildings, fixtures and improvements 9,302

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Market lease and other intangible assets (1)

Market lease liabilities (1)

Total intangible assets and liabilities 2,538

1 unchanged sentence

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

Number of properties purchased 4 7

(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

As of December 31, 2024, 2023 and 2022, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income on a straight-line basis for the portfolio.

As of December 31, 2025, 2024 and 2023, the Company had one tenant (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10 % or greater of total annualized rental income on a straight-line basis for the portfolio.

Annualized rental income consists of:

(i) for the OMF segment, annualized December 2025 rental income on a straight-line basis for the leases in place as of December 31, 2025, which includes tenant concessions such as free rent, as applicable, and (ii) for the SHOP segment, annualized gross revenue for the fourth quarter of 2025.

The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of December 31, 2025, 2024 and 2023:

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Pennsylvania 11.2 % 11.6 % 10.6 %

10.6 % 10.4 % *

* Not greater than 10%.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Intangible Assets and Liabilities

Acquired intangible assets and liabilities consisted of the following as of the periods presented:

Acquired intangible assets and liabilities consisted of the following as of the periods presented (dollars in thousands):

December 31, 2025 December 31, 2024

(In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period

Intangible assets:

In-place leases $ 260,534 $ 214,961 $ 45,573 $ 269,363 $ 210,172 $ 59,191

Market lease assets 14,446 12,819 1,627 14,465 12,548 1,917

Other intangible assets 9,467 1,293 8,174 9,467 1,325 8,142

Total acquired intangible assets $ 284,447 $ 229,073 $ 55,374 $ 293,295 $ 224,045 $ 69,250

In-place lease intangible assets

$ 228,208 $ 194,822 $ 33,386 5.1 years $ 260,534 $ 214,961 $ 45,573 5.3 years

Above-market lease intangible assets

11,235 10,250 985 4.5 years 14,446 12,819 1,627 5.0 years

Other intangible assets 7,101 1,087 6,014 63.8 years 9,467 1,293 8,174 66.3 years

Total acquired intangible assets $ 246,544 $ 206,159 $ 40,385 6.7 years $ 284,447 $ 229,073 $ 55,374 7.3 years

Intangible liabilities:

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

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:

Below-market lease intangible liabilities

$ 19,626 $ 14,775 $ 4,851 6.4 years $ 22,789 $ 16,664 $ 6,125 6.9 years

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

Year ended December 31,

(In thousands) 2024 2023 2022

Amortization of in-place leases and other intangible assets (1)

2025 2024 2023

Accretion of above-and below-market leases, net (2)

Amortization of in-place lease intangible and other intangible assets (1)

$ 8,940 $ 12,258 $ 13,080

Accretion of above- and below-market lease intangibles, net (2)

( 582 ) ( 1,420 ) ( 1,050 )

Amortization of above- and below-market ground leases, net (3)

3 unchanged sentences

(3) Reflected within property operating and maintenance expense.

The following table provides the projected amortization and adjustments to revenue from tenants for the next five years:

(In thousands) 2025 2026 2027 2028 2029

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

The following table provides the projected amortization and adjustments to revenue from tenants for the next five years (dollars in thousands):

2026 2027 2028 2029 2030

In-place lease intangible assets

$ 7,295 $ 5,009 $ 3,701 $ 3,256 $ 2,605

Other intangible assets 1 1 1 1 —

Total to be added to amortization expense $ 7,296 $ 5,010 $ 3,702 $ 3,257 $ 2,605

Above-market lease assets $ ( 364 ) $ ( 330 ) $ ( 243 ) $ ( 205 ) $ ( 112 )

Below-market lease liabilities 1,134 980 664 600 557

Above-market lease intangible assets

$ ( 239 ) $ ( 176 ) $ ( 138 ) $ ( 73 ) $ ( 69 )

Below-market lease intangible liabilities

925 650 586 545 419

Total to be added to revenue from tenants $ 686 $ 474 $ 448 $ 472 $ 350

Year Ended December 31, 2025

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).

During the year ended December 31, 2025, the Company disposed of seven SHOPs and 18 OMFs for an aggregate contract sales price of $ 202.5 million, which resulted in an aggregate net gain on sale of $ 27.8 million.

Year Ended December 31, 2024

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, 2023

During the year ended December 31, 2022, the Company disposed of four SHOPs for an aggregate contract sales price of $ 12.4 million, which resulted in an aggregate loss on sale of $ 0.1 million.

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

Assets Held for Sale

When assets are identified by management as held for sale, the Company reflects them separately on its balance sheet and stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets.

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 sales price as fair market value.

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

Assets Held for Use

When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment.

For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities.

If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period.

The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

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 or 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

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 net loss on sale of $ 0.3 million.

Impairment Charges

The following table presents impairment charges by segment recorded during the years ended December 31, 2024, 2023 and 2022:

The following table presents impairment charges by segment for the periods presented (dollars in thousands):

Year ended December 31,

(In thousands) 2024 2023 2022

Illinois skilled nursing facilities (1) (6)

2025 2024 2023

Acuity Specialty Hospital Mesa (2)

Sassafras OMF (3) (6

Sun City OMF (4) (6)

$ 37,882 $ 13,643 $ 2,122

Total OMF impairment charges

7,032 11,238 2,554

SHOP Segment:

Various held for use SHOPs (5) (6)

13,643 2,122 15,142

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

Total impairment charges $ 44,914 $ 24,881 $ 4,676

(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, 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, 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.

For the year ended December 31, 2025, the $ 44.9 million impairment consisted of:

(i) $ 33.7 million impairment charges on properties that were impaired to their contractual sales price as determined by purchase and sale agreements or estimated fair value prior to being sold and (ii) $ 11.2 million impairment charges on properties that were impaired to their estimated fair value due to a change in their expected future cash flows.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

Note 4 — Mortgage Notes Payable, Net

The following table reflects the Company’s mortgage notes payable as of December 31, 2024 and 2023:

Portfolio Encumbered Properties Outstanding Loan Amount as of December 31, Effective Interest Rate (1) as of December 31,

Interest Rate

2024 2023 2024 2023 Maturity

(In thousands) (In thousands)

Fox Ridge Bryant - Bryant, AR 1 6,471 6,647 3.98 % 3.98 % Fixed May 2047

Fox Ridge Chenal - Little Rock, AR 1 14,833 15,242 2.95 % 2.95 % Fixed May 2049

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

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

Shiloh - Illinois — — 12,745 4.34 % 4.34 % Fixed Jan.

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

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 %

Deferred financing costs, net of accumulated amortization (3)

For the year ended December 31, 2024, the impairment charges relate to properties that were impaired to their contractual sales price as determined by purchase and sale agreements prior to being sold.

For the year ended December 31, 2023, the impairment charges relate to properties that were actively marketed for sale and impaired to their estimated fair values.

Note 4 — Leases

Lessor Accounting

The following table summarizes the Company’s lease income (dollars in thousands).

Rental income from the OMF operating leases consists of fixed and variable lease payments.

The variable payments primarily represent reimbursements of various property-level operating and maintenance expenses that the Company pays on behalf of its tenants.

These amounts exclude SHOP leases which are short-term in nature.

Year ended December 31,

2025 2024 2023

Mortgage premiums and discounts, net ( 1,183 ) ( 1,273 )

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

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

(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.

These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method.

Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity.

Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

As of December 31, 2024, the Company had pledged $ 1.3 billion in real estate investments, at cost, as collateral for its $ 789.6 million of gross mortgage notes payable.

This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable secured by these properties.

The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios.

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

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 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.

Fixed income from operating leases

$ 94,328 $ 111,843 $ 111,447

Variable income from operating leases

22,415 25,441 24,003

The following table presents future base rent payments on a cash basis due to the Company as of December 31, 2025 over the next five years and thereafter (dollars in thousands).

These amounts also exclude SHOP leases which are short-term in nature.

Future Base Rent

2026 $ 89,638

Thereafter 229,283

During the years ended December 31, 2025, 2024 and 2023, the Company recorded reductions in revenue of $ 0.7 million, $ 1.5 million and $ 1.2 million, respectively, related to uncollectible accounts.

As of December 31, 2025, the OMF leases had a weighted average remaining lease term of 5.6 years.

Lessee Accounting

The Company leases land and corporate office spaces.

At inception, the Company establishes an operating lease right-of-use asset and operating lease liability, which represented the present value of future minimum lease payments.

In determining operating right-of-use assets and lease liabilities for the Company’s operating leases, 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.

Certain operating leases include renewal options to extend the term for one year or more.

Renewal options that are not reasonably certain to be exercised are excluded from the operating lease assets and liabilities.

As of December 31, 2025, the Company had eight operating and five direct financing lease agreements.

The eight operating leases consist of ground and corporate office leases, which have durations, including assumed renewals, ranging from 2.2 years to 35.8 years, excluding an adjacent parking lot lease with a term of 0.7 years.

The Company’s operating leases have a weighted-average remaining lease term, including assumed renewals, of 26.4 years and a weighted-average discount rate of 7.42 % as of December 31, 2025.

For each of the years ended December 31, 2025, 2024 and 2023, the Company paid cash of $ 1.0 million,

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

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 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).

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.

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.

$ 0.7 million and $ 0.7 million, respectively, for amounts included in the measurement of lease liabilities.

For each of the years ended December 31, 2025, 2024 and 2023, the Company recorded lease expense of $ 1.1 million, $ 0.7 million and $ 0.8 million, respectively.

The following table presents future minimum lease payments under non-cancelable ground and corporate operating leases as well as direct financing leases included in the Company’s operating lease liability as of December 31, 2025 (dollars in thousands):

Future Base Rent Payments

Operating Leases Direct Financing Leases (1)

2026 $ 971 $ 79

Thereafter 18,440 5,759

Total minimum lease payments 22,221 6,174

amounts representing interest ( 13,754 ) ( 2,158 )

Total present value of minimum lease payments $ 8,467 $ 4,016

(1) The direct financing lease liability is included in accounts payable and accrued expenses on the Company’s consolidated balance sheets.

The direct financing lease asset is included as part of building, fixtures and improvements as the land component was not required to be bifurcated.

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

Note 5 — Credit Facilities

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

Outstanding Facility Amount as of December 31, Effective Interest Rate as of December 31, (6)

Credit Facility Encumbered Properties (1)

2024 2023 2024 2023 Interest Rate Maturity

(In thousands) (In thousands)

Fannie Mae Master Credit Facilities:

Capital One Facility 11 (2) $ 203,405 $ 206,944 7.19 % 7.86 % Variable (6) Nov.

KeyBank Facility 10 (3) 137,103 139,334 7.24 % 7.91 % Variable (6) Nov.

Total Fannie Mae Master Credit Facilities 21 $ 340,508 $ 346,278

Other Facilities:

Note 5 — Mortgage Notes Payable and Other Debt

The following table reflects the Company’s mortgage notes payable and other debt as of December 31, 2025 and 2024 (dollars in thousands):

Encumbered properties at December 31, 2025

Outstanding balance as of December 31,

Effective interest rate as of December 31 (1) ,

Interest Rate Formerly known as:

2025 2024 2025 2024 Maturity

Secured Term Loan 1 due 2028

15 $ 85,771 $ 116,037 4.60 % 4.60 % Fixed May 2028 Multi-Property CMBS Loan

Secured Term Loan 2 due 2026 (2)

— — 363,957 — % 3.63 % Fixed Dec 2026 Capital One OMF Loan

Secured Term Loan 3 due 2031

7 33,066 37,472 2.93 % 2.93 % Fixed Dec 2031 BMO CMBS Loan

Secured Term Loan 4 due 2033 56 219,500 234,173 6.54 % 6.54 % Fixed Jun 2033 Barclays OMF Loan

Single Property Mortgage 1 due 2047 1 6,289 6,471 4.04 % 4.04 % Fixed May 2047 Fox Ridge Bryant

Single Property Mortgage 2 due 2049 1 14,412 14,833 2.99 % 2.99 % Fixed May 2049 Fox Ridge Chenal

Single Property Mortgage 3 due 2049 1 8,942 9,204 2.99 % 2.99 % Fixed May 2049 Fox Ridge North Little Rock

Multi Property Mortgage 1 due 2034 4 7,500 7,500 6.94 % 6.94 % Fixed Mar 2034 BMO CPC Mortgage

Gross mortgage notes payable 85 375,480 789,647 5.52 % 4.62 %

Deferred financing costs, net

( 6,753 ) ( 9,304 )

Mortgage premiums and discounts, net ( 1,098 ) ( 1,183 )

Mortgage notes payable, net $ 367,629 $ 779,160

Secured Fannie Mae Loan 1 due 2026 11 $ 199,866 $ 203,405 6.63 % 7.29 % Variable Nov 2026 Capital One Secured Debt

Secured Fannie Mae Loan 2 due 2026 10 134,873 137,103 6.68 % 7.34 % Variable Nov 2026 KeyBank Secured Debt

Total Secured Fannie Mae Loan (3)

21 334,739 340,508 6.65 % 7.31 %

OMF Warehouse Facility (4)

— — 21,708 — 7.66 % Variable Dec 2026

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

(1) Encumbered properties are as of December 31, 2024.

(2) Secured by first-priority mortgages on 11 of the Company’s SHOPs as of December 31, 2024 with an aggregate carrying value of $ 354.1 million.

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

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 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.

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.

Fannie Mae and other secured debt

21 $ 334,739 $ 362,216 6.65 % 7.33 %

Term loan due 2028 (5)

— $ 150,000 $ — 5.51 % — % Variable Dec 2028

Deferred financing costs, net

Unsecured term loan, net

$ 148,405 $ —

Unsecured revolving credit facility

59 $ 186,000 $ — 5.94 % — % Variable Dec 2028

(1) Calculated on a weighted average basis over 365 days for all mortgages outstanding as of December 31, 2025 and 2024.

(2) I n December 2025, the Company repaid in full and terminated the Secured Term Loan 2 due 2026 in connection with the closing of the Credit Facilities (as defined below).

(3) The Secured Fannie Mae Loan has interest rate caps that limit one-month SOFR at 3.50 %.

(4) In April 2025, the Company repaid in full and terminated the OMF Warehouse Facility.

(5) The Term loan due 2028 has interest rate swaps that convert variable interest rates to fixed interest rates.

Mortgage Notes Payable

As of December 31, 2025, the Company had pledged $ 683.4 million in real estate investments, at cost, as collateral for its $ 375.5 million of gross mortgage notes payable.

As of December 31, 2024, the Company had pledged $ 1.3 billion in real estate investments, at cost, as collateral for its $ 789.6 million of gross mortgage notes payable.

The real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable secured by these properties.

The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis.

During the years ended December 31, 2025, 2024 and 2023, the Company made aggregate principal repayments of mortgage debt of $ 414.0 million, $ 39.2 million and $ 3.8 million, respectively.

Some of the Company’s mortgage note a greements require compliance with certain property-level financial covenants, including debt service coverage ratios.

Notably, the Secured Term Loan 4 due 2033 loan agreement requires the OP to comply with certain covenants, including, maintaining combined cash and cash equivalents totalin g at least $ 12.5 million at all times.

As of December 31, 2025 , the Company was in compliance with these financial covenants.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

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” and, together with the KeyBank Facility, the “Fannie Mae Master Credit Facilities”).

Fannie Mae Secured Debt

On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master secured debt agreement with KeyBank (the “KeyBank Secured Debt”) and a master secured debt agreement with Capital One Multifamily Finance LLC, an affiliate of Capital One (the “Capital One Secured Debt” and, together with the KeyBank Secured Debt, “Fannie Mae Secured Debt”).

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.

The Company may request future advances under the Fannie Mae Master Credit Facilities by adding eligible properties to the collateral pool subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests.

Until June 30, 2023, borrowings under the Fannie Mae Master Credit Facilities bore annual interest at a rate that varied on a monthly basis and was equal to the sum of the current LIBOR for one month U.S.

dollar-denominated deposits and a spread ( 2.41 % and 2.46 % for the Capital One Facility and the KeyBank Facility, respectively).

Effective July 1, 2023, the Fannie Mae Master Credit Facilities automatically transitioned to SOFR-based borrowings with monthly interest equal to the sum of the current SOFR for one-month denominated deposits and a spread of ( 2.41 % and 2.46 % for the Capital One Facility and the KeyBank Facility, respectively).

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 amounts per the debt agreements.

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.

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.

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 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.

The Company may request future advances under the Fannie Mae Secured Debt by adding eligible properties to the collateral pool subject to customary conditions, including satisfaction of minim um debt service coverage and maximum loan-to-value tests.

Borrowings under the Fannie Mae Secured Debt bore monthly interest equal to the sum of the current SOFR for one-month denominated deposits and a spread of 2.41 % and 2.46 % for the Secured Fannie Mae Loan 1 due 2026 and the Secured Fannie Mae Loan 2 due 2026, respectively.

The Company has interest rate caps that limit one-month SOFR at 3.50 %.

The Fannie Mae Secured Debt matures on November 1, 2026.

Through December 31, 2025, the Company had provided cash deposits totaling $ 15.4 million to Fannie Mae because the debt service coverage ratios of the underlying properties of each facility were below the minimum required amounts per the debt agreements.

These deposits are recorded as restricted cash on the consolidated balance sheets and are pledged as additional collateral for the Fannie Mae Secured Debt.

These deposits 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 Secured Debt.

As of December 31, 2025 , the Company had pledged $ 614.5 million in total real estate investments, at cost, as collateral under its Fannie Mae Secured Debt and other secured debt.

All of the real estate assets pledged to secure borrowings under the Company’s Fannie Mae Secured Debt and other secured debt 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 the property is satisfied or the property is removed from the pledged collateral.

Unsecured Credit Facilities

On December 11, 2025, the Company, as guarantor, the OP, as borrower, and certain indirect subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto.

In connection with entering into the Credit Agreement, the Company terminated the amended and restated loan agreement, dated as of December 20, 2019, as amended, by and among the borrower entities party thereto, Capital One, National Association and the other lenders party thereto and paid off the outstanding Secured Term Loan 2 due 2026 thereunder.

The Credit Agreement provides for (i) a $ 400 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $ 150 million senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”).

The Credit Agreement also provides that, subject to customary conditions, including obtaining lender commitments and compliance with its financial maintenance covenants under the Credit Agreement, the OP may seek to increase the lending commitments under the Credit Agreement by up to $ 450 million of the Revolving Facility and/or the Term Loan.

The Revolving Facility and the Term Loan have a maturity date of December 11, 2028, which, in each case, may be extended for two one-year periods subject to customary conditions under the Credit Agreement.

The OP may elect at any time and from time to time to prepay all or any portion of the loans under the Credit Facilities prior to maturity without premium or penalty, subject to payment of usual and customary breakage costs.

The interest rates applicable to loans under the Credit Facilities are, at the OP’s option, equal to either a base rate plus a margin ranging from 0.55 % to 1.10 % per annum or Daily Simple SOFR or Term SOFR plus a margin ranging from 1.55 % to 2.10 % per annum, in each case based on the Company’s consolidated leverage ratio.

In addition, with respect to the Revolving Facility, the OP will pay, if the usage is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the usage is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused commitments under the Revolving Facility.

The Credit Facilities are guaranteed, jointly and severally, by the Company and certain indirect subsidiaries of the Company.

The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company, the OP and certain indirect subsidiaries of the Company to incur indebtedness, grant liens on their assets, make certain types of investments, engage in acquisitions, mergers or consolidations, sell assets, enter into certain transactions with affiliates and pay dividends or make distributions.

The Credit Agreement also requires the Company to comply with consolidated financial maintenance covenants to be tested quarterly, including a minimum fixed charge coverage ratio, maximum leverage

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Future Principal Payments

The following table summarizes the scheduled aggregate principal payments for the five years subsequent to December 31, 2024 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities):

Future Principal Payments

(In thousands) Mortgage Notes Payable Credit Facilities Total

ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unencumbered leverage ratio, minimum unsecured interest coverage ratio and minimum liquidity requirement.

The Credit Agreement also contains customary events of default, including the failure to make timely payments under the Credit Facilities, any event or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.

The occurrence of an event of default under the Credit Agreement may result in all loans and other obligations becoming immediately due and payable and the Credit Facilities being terminated and allow the lenders to exercise all rights and remedies available to them.

As of December 31, 2025 , the Company added $ 867.3 million in total real estate investments, at cost to the borrowing base under the Credit Facilities.

All of the real estate assets added to the borrowing base under the Credit 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 the property is satisfied or the property is removed from the pledged collateral.

Debt Maturities

As of December 31, 2025, the Company’s indebtedness had the following maturities (dollars in thousands):

Mortgage notes payable

Fannie Mae and other secured debt

Revolving Facility

$ 893 $ 334,739 $ — $ — $ 335,632

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Total $ 375,480 $ 334,739 $ 150,000 $ 186,000 $ 1,046,219

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

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring asset and liabilities at fair value.

GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs.

The three levels of the hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

However, the Company expects that changes in classifications between levels will be rare.

Financial Instruments Measured at Fair Value on a Recurring Basis

Derivative Instruments

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of December 31, 2024 and 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives.

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 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) and distributions to holders of its Series A Preferred Stock and Series B Preferred Stock.

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 and property dispositions, future takedowns under the Revolving Facility and potential new financings utilizing certain of its unencumbered properties.

Note 6 — Derivatives and Hedging Activities

Cash Flow Hedges of Interest Rate Risk

2025 New Swaps

In connection with entering into the Credit Agreement in December 2025, the Company entered into 10 interest rate swaps on the $ 150.0 million Term Loan, which hedge fluctuations in interest payments by converting variable interest rates to fixed interest rates.

The interest rate swap instruments are designated as cash flow hedges.

2025 Swap Terminations

In February 2025, in conjunction with the repayment of the underlying hedged loan agreements, the Company received $ 1.5 million in connection with the partial unwind of an interest rate swap designated as a cash flow hedge.

In conjunction with the partial unwind, the Company accelerated the reclassification of gains of $ 1.5 million from other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur.

The gains were recorded as a reduction to interest expense in the consolidated statements of operations and comprehensive loss.

In December 2025, in connection with the closing of the Credit Facilities and the repayment of $ 330.2 million under the Secured Term Loan 2 due 2026, the Company terminated and settled in cash the interest rate swap with $ 330.2 million in notional value maturing in December 2026 and received $ 6.1 million from its counterparty.

Because the original forecasted transaction underlying the interest rate swap contemplated cash flows from SOFR-based debt until such debt’s maturity and the Company

NATIONAL HEALTHCARE PROPERTIES, INC.

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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.

(In thousands) Quoted Prices in Active Markets

Level 1 Significant

Other Observable Inputs

Level 2 Significant Unobservable Inputs

Level 3 Total

December 31, 2024

Derivative assets, at fair value (non-designated) $ — $ 2,554 $ — $ 2,554

Derivative assets, at fair value (designated) — 16,652 — 16,652

Total $ — $ 19,206 $ — $ 19,206

December 31, 2023

Derivative assets, at fair value (non-designated) $ — $ 6,111 $ — $ 6,111

Derivative assets, at fair value (designated) 22,259 22,259

Total $ — $ 28,370 $ — $ 28,370

A review of the fair value hierarchy classification is conducted on a quarterly basis.

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

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

Real Estate Investments Held-for-Use

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, 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.

The Company had also previously written down other held-for-use properties which have subsequently been sold.

See Note 3 — Real Estate investments, Net - “Assets Held for Use and Related Impairments” for additional details.

Real Estate Investments Held-for-Sale

Real estate investments held-for-sale are carried at net realizable value on a non-recurring basis and are generally classified in Level 3 of the fair value hierarchy.

The Company did not have any real estate investments classified as held-for-sale as of December 31, 2024 and 2023.

Financial Instruments Not Measured at Fair Value

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value.

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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

currently has sufficient other SOFR-based rate debt remaining in lieu of the repaid SOFR-based debt, management determined that the original forecasted transaction is still probable to occur by the end of the originally specified time period.

As such, the $ 6.1 million gain related to the terminated swap will continue to be recorded in accumulated other comprehensive income and amortized over the remaining life of the terminated swap in earnings.

During the fourth quarter of 2025, the Company recognized $ 0.3 million of gain in earnings, which was recorded as a reduction to interest expense in the consolidated statements of operations and comprehensive loss.

The Company estimates that approximately $ 5.9 million of unrealized gains, which are included in accumulated other comprehensive income as of December 31, 2025, are expected to be reclassified into earnings as a decrease to interest expense within the next 12 months.

As of December 31, 2025, the Company had 10 interest rate swaps, designated as cash flow hedge(s) of interest rate risk (dollars in thousands):

Notional Amount Index

Effective Date

Maturity Date

Fair value as of

December 31, 2025

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

December 31, 2024 December 31, 2023

(In thousands) Level Carrying Amount

Fair Value Carrying Amount

Gross mortgage notes payable and mortgage premium and discounts, net

Derivative liabilities, at fair value:

Interest rate “pay-fixed” swaps $ 150,000 USD-SOFR with -5 Day Lookback 3.34 % 12/11/2025 12/11/2028 $ ( 188 )

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 (dollars in thousands):

Year ended December 31,

2025 2024 2023

Credit facilities

(Loss) gain recognized in accumulated other comprehensive income on interest rate derivatives

$ ( 665 ) $ 8,716 $ 5,324

Gain (loss) reclassified from accumulated other comprehensive income into earnings as reductions to (increases in) interest expense

$ 10,371 $ 15,540 $ 18,770

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

Risk Management Objective of Using Derivatives

The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements.

The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

The Company does not anticipate that any of its counterparties will fail to meet their obligations.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2024 and 2023:

(In thousands) Balance Sheet Location 2024 2023

Derivatives designated as hedging instruments:

Interest rate “pay-fixed” swaps Derivative assets, at fair value $ 16,652 $ 22,259

Derivatives not designated as hedging instruments:

Interest rate caps Derivative assets, at fair value $ 2,554 $ 6,111

Cash Flow Hedges of Interest Rate Risk

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

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,

(In thousands) 2024 2023 2022

Amount of gain recognized in accumulated other comprehensive income on interest rate derivatives $ 8,716 $ 5,324 $ 50,098

Amount of gain (loss) reclassified from accumulated other comprehensive income into earnings as reductions to (increases in) interest expense $ 15,540 $ 18,770 $ ( 1,153 )

Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss $ 69,447 $ 66,078 $ 51,740

2023 Swap Terminations

During the year ended December 31, 2023, the Company terminated two LIBOR-based interest rate swap agreements with an aggregate notional amount of $ 50.0 million and six SOFR-based interest rate swap agreements with an aggregate notional amount of $ 150.0 million.

These borrowings were hedging a portion of the Company’s aggregate SOFR and LIBOR-based borrowings.

The swaps were terminated in asset positions, and the Company received $ 1.9 million in cash from the LIBOR-based swap terminations, and $ 3.5 million in cash from the SOFR-based swap terminations.

Because the Company continues to carry variable-rate borrowings in excess of the notional amounts of the terminated swaps, these amounts were included in AOCI and will be amortized into earnings as a reduction to interest expense from the termination dates of the swaps through March 2024 (the original term of the swap and the Prior Credit Facility).

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 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, 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.

Total interest expense presented in the consolidated statements of operations and comprehensive loss

$ 61,281 $ 69,447 $ 66,078

Non-Designated Derivatives

The Company had the following outstanding interest rate derivatives that were not designated as a hedges in qualifying hedging relationships as of as of December 31, 2024 and 2023:

The Company had the following derivatives that were not designated as hedges in qualifying hedging relationships as of December 31, 2025 and 2024 (dollars in thousands):

December 31, 2025 December 31, 2024

Interest Rate Derivatives Number of Instruments Notional Amount

Number of Instruments Notional Amount (1)

(In thousands) (In thousands)

Number of Instruments Notional Amount (1)

Interest rate caps (2)

6 $ 337,999 $ 569 8 $ 369,218 $ 2,554

(1) Notional amount represents the currently active interest cap contract and excludes one inactive cap agreements (included in the instrument count) with a notional amount of $ 52.6 million as of December 31, 2023, which took effect upon the expiration of a similar cap included above and effectively extended the term for the same notional amount.

(2) All of the Company’s interest rate cap agreements limit 30-day SOFR to 3.50 % with terms through January 2027.

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, 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.

(1) Notional amount represents active interest rate cap contracts.

(2) Recorded at fair value in derivative assets, at fair value on the consolidated balance sheets.

All of the Company’s interest rate cap agreements limited one-month SOFR to 3.50 % with terms through November 2026.

The actual one-month SOFR rates during the year ended December 31, 2025 exceeded the strike price rate of 3.50 % and the Company received payments under these agreements.

While the Company does not apply hedge accounting for these interest rate caps, they are economically hedging the Fannie Mae Secured Debt and other secured debt.

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 gain (loss) on non-designated derivatives in the consolidated statements of operations and comprehensive loss.

As SOFR has increased beyond 3.50 %, the Company received cash payments of $ 3.3 million and $ 6.8 million in the years ended December 31, 2025 and 2024, respectively.

In April 2025, the Company terminated two interest rate caps with a notional of $ 21.7 million related to the OMF Warehouse Facility upon the facility’s full repayment.

In June 2025, the Company purchased three interest rate caps with a notional of $ 133.8 million for $ 1.1 million that limit one-month SOFR to 3.50 % and mature in November 2026 related to the Fannie Mae Secured Debt.

These interest rate caps were purchased in advance of interest rate caps set to expire in July 2025.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

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.

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.

Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2024 and 2023.

The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value.

The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.

Gross Amounts Not Offset in the Consolidated Balance Sheet

(In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount

December 31, 2024

$ 19,206 — — $ 19,206 — — $ 19,206

December 31, 2023

$ 28,370 — — $ 28,370 — — $ 28,370

In October 2025, the Company purchased two interest rate caps with a notional of $ 146.1 million for $ 0.4 million that limit one month SOFR to 3.50 % and mature in November 2026 related to the Fannie Mae Secured debt.

These interest rate caps were purchased in advance of interest rate caps set to expire in November 2025.

Credit-Risk-Related Contingent Features

The Company has agreements in place with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of December 31, 2024 there were no derivatives in a net liability position.

The Company is not required to post any collateral related to these agreements and was not in breach of any agreement provisions.

Note 7 — Stockholders’ Equity

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.

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

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.

When a stockholder requests redemption and redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation.

Shares repurchased under the SRP have the status of authorized but unissued shares.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions paid in cash by the Company into shares of common stock.

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 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.

Stockholder Rights Plan

In May 2020, the Company announced that the Board had approved a stockholder rights plan.

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.

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.

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.

In connection with an underwritten offering in October 2021, the Company classified and designated 3,680,000 shares of its authorized preferred stock on October 4, 2021 as authorized shares of its 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series B Preferred Stock”).

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

As of December 31, 2025 and 2024, the Company had 28,426,694 and 28,296,439 shares of common stock outstanding, respectively, including 119,231 shares of unvested restricted stock outstanding as of December 31, 2025, shares previously issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases, and 5.2 million shares previously issued as stock dividends from October 2020 to January 2024.

Except for shares of restricted stock awarded under the Plan, no other shares of common stock were issued during the year ended December 31, 2025, and, except for shares issued as stock dividends in January 2024, no other shares of common stock were issued during the year ended December 31, 2024.

Preferred Stock and Preferred Units

The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which 4,608,371 shares and 3,466,656 shares are authorized and classified as Series A Preferred Stock and Series B Preferred Stock, respectively.

The Company also had 100,000 Series A Preferred Units outstanding as of December 31, 2025 and 2024, which were accounted for as a component of non-controlling interests.

During the year ended December 31, 2025, the Company repurchased and retired 131,629 shares of its Series A Preferred Stock at an average price of $ 15.39 and 213,344 shares of its Series B Preferred Stock at an average price of $ 15.94 , inclusive of commissions.

For both Series A Preferred Stock and Series B Preferred Stock repurchases in 2025, the Company paid $ 5.4 million in cash.

Series A Preferred Stock

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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.

Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Company’s common stock.

In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.375 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.34375 per share each year) from and after the date of the Delisting Event.

Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum.

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 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.

Voting rights for holders of Series A 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 A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series A Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock.

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 Units

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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).

NATIONAL HEALTHCARE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

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 sheets.

Series B Preferred Stock

Series B Preferred Stock — Terms

Holders of Series B Preferred Stock are entitled to cumulative dividends in the amount of $ 1.78125 per share each year, which is equivalent to the rate of 7.125 % of the $ 25.00 liquidation preference per share per annum.

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On and after October 6, 2026, at any time and from time to time, the Series B 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.

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 B Preferred Stock (the “Series B Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series B 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.

Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series B Preferred Stock will have certain rights to convert Series B Preferred Stock into shares of Company’s common stock.

In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.125 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.28125 per share each year) from and after the date of the Delisting Event.

Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.125 % of the $ 25.00 liquidation preference per share per annum.

The necessary conditions to convert the Series B Preferred Stock into common stock have not been met as of December 31, 2024.

Therefore, Series B Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2024 and 2023.

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.

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.

Distributions and Dividends

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.

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December 31, 2025

Distributions and Dividends

From March 1, 2018 until June 30, 2020, the Company paid monthly cash 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.

From October 2020 through January 2024, the Company issued an aggregate of approximately 5.2 million shares as stock dividends (as adjusted to reflect the Reverse Stock Split).

Stock Dividend Declaration Date Stock Dividend Issue Date Quarterly Stock Dividend Rate (per share)

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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

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, 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.

On July 25, 2019, the Company entered into Amendment No.

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 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:

(x) the value of the OP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0 % cumulative, pre-tax, non-compounded annual return thereon (the “Economic Hurdle”);

(y) any one of the following occurs:

(1) a listing;

(2) another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause;

and (z) the Advisor is still providing advisory services to the Company (the “Performance Condition”).

The Company has not declared any stock dividend since January 2024.

Note 8 — Accumulated Other Comprehensive Income

The following table illustrates the changes in accumulated other comprehensive income as of and for the periods presented (dollars in thousands):

Unrealized gain (loss) on designated derivatives

Balance, December 31, 2023

Other comprehensive income, before reclassifications 8,716

Gain reclassified from accumulated other comprehensive income

Balance, December 31, 2024

Other comprehensive income, before reclassifications ( 665 )

Gain reclassified from accumulated other comprehensive income

Balance, December 31, 2025

Note 9 — Fair Value of Financial Instruments

Financial Instruments Measured at Fair Value on a Recurring Basis

Derivative Instruments

However, as of December 31, 2025 and 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives.

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.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

Unvested Class B Units would be forfeited immediately if:

(a) the advisory agreement is terminated for any reason other than a termination without cause;

or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company’s independent directors without cause before the Economic Hurdle has been met.

Subject to approval by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the LPA.

The number of Class B Units issued in any quarter was equal to:

(i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875 % over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter;

divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which was initially equal to $ 22.50 (the price in the Company’s initial public offering of common stock minus the selling commissions and dealer manager fees).

The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the Performance Condition to be probable.

As of December 31, 2024, the Company determined that achieving the Performance Condition was not yet considered probable for accounting purposes.

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 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.

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

Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee on a monthly basis, equal to 1.5 % of gross revenues from the Company’s stand-alone single-tenant net leased properties managed and 2.5 % of gross revenues from all other types of properties managed, plus market-based leasing commissions applicable to the geographic location of the property.

The Company also reimburses the Property Manager for property level expenses incurred by the Property Manager.

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).

The following table presents information about the Company’s financial instruments measured at fair value as of December 31, 2025 and 2024, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands) Quoted Prices in Active Markets

Level 1 Significant Other Observable Inputs

Significant Unobservable Inputs

Level 3 Total

December 31, 2025

Derivative assets, at fair value (non-designated) $ — $ 569 $ — $ 569

Derivative liabilities, at fair value — ( 188 ) — ( 188 )

Total $ — $ 381 $ — $ 381

December 31, 2024

Derivative assets, at fair value (non-designated) $ — $ 2,554 $ — $ 2,554

Derivative assets, at fair value (designated) 16,652 16,652

Total $ — $ 19,206 $ — $ 19,206

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

Real Estate Investments Held for Use

Real estate impairment charges recorded due to the Company’s evaluation of recoverability when events or changes in circumstances indicate the carrying amount may not be recoverable are based on (i) estimated sales prices from signed contracts or letters of intent from third-party offers or (ii) the income approach using discounted cash flow models of the property over its anticipated hold period, both of which generally reside within Level 3 of the fair value hierarchy, and unobservable data such as net operating income and estimated capitalization and discount rates, and giving consideration to local and national industry market data including comparable sales.

The following table presents quantitative information about significant unobservable inputs used to determine the fair value of our real estate assets impaired as of December 31, 2025:

Valuation Technique

Unobservable Inputs

Impairment of real estate assets

Discounted cash flow

Discount rate

10.25 %- 10.50 %

Terminal capitalization rate

8.00 %- 8.25 %

Real Estate Investments Held for Sale

Real estate recorded as held for sale and any associated real estate impairment recorded due to the shortening of the expected hold period due to the Company’s change in intent to hold the asset are measured at fair value on a nonrecurring basis.

The Company estimates the fair value of assets held for sale and any associated impairment charges based primarily on sales price expectations, which reside within Level 2 of the fair value hierarchy.

The Company did not have any real estate investments classified as held for sale as of December 31, 2025 and 2024.

Financial Instruments Not Measured at Fair Value

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value.

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

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 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.

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.

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are as follows (dollars in thousands):

December 31, 2025 December 31, 2024

Level Carrying Amount

Fair Value Carrying Amount

Gross mortgage notes payable and mortgage premium and discounts

3 $ 374,382 $ 362,947 $ 788,464 $ 747,542

Fannie Mae and other secured debt

3 334,739 335,158 362,216 362,974

Unsecured term loan

3 150,000 148,496 — —

Unsecured revolving credit facility

3 186,000 184,135 — —

3 $ 1,045,121 $ 1,030,736 $ 1,150,680 $ 1,110,516

The fair value of the the Company’s indebtedness above 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 10 — Related Party Transactions and Arrangements

As of December 31, 2025 and 2024, Healthcare Trust Special Limited Partner, LLC, an affiliate of the former Advisor, owned 2,718 shares of the Company’s outstanding common stock and the former Advisor and its parent entity separately held 90 partnership units in the OP designated as “Common OP Units”.

Fees Incurred in Connection with the Operations of the Company

Pursuant to the Company’s advisory agreement with the former Advisor, until the termination of such agreement in connection with the Internalization, the former Advisor managed the Company’s day-to-day operations.

Under the previous advisory agreement, the Company was required to pay the former Advisor and its other affiliates a base management fee, a variable management / incentive fee if certain thresholds were met and a property management fee, along with reimbursement for certain property level expenses.

Upon termination of the advisory agreement, the Company is no longer obligated to pay these fees and expenses.

With respect to periods ending prior to April 1, 2015, pursuant to the then effective advisory agreement and the limited partnership agreement of the OP, the Company issued to the former Advisor an asset management subordinated participation in the form of partnership units of the OP designated as “Class B Units” (“Class B Units”).

During these periods, the Company issued 359,250 Class B Units to the former Advisor, all of which have vested.

The Company also reimbursed the former Advisor for services provided for which it incurred investment-related expenses and the former Advisor’s costs of providing administrative services, including personnel costs, and certain transitional services following the closing 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.

In connection with the consideration payable under the Internalization Agreement, the Company issued the Promissory Note in a principal amount of $ 30.3 million to the former Advisor’s parent entity on the Closing Date, which was included in accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2024.

In January 2025, the Company repaid the Promissory Note in full.

NATIONAL HEALTHCARE PROPERTIES, INC.

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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 (Prepayments) as of

No amounts were incurred or payable to the former Advisor and its other affiliates during and as of the year ended December 31, 2025.

The following table details the previous amounts incurred and payable to the former Advisor and its other affiliates in connection with the Company’s operations-related services described above as of and for the periods presented (dollars in thousands):

Year ended December 31, Payable as of

2024 2023 December 31,

(In thousands) Incurred

Incurred 2024

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Total related party operation fees and reimbursements $ 137,217 $ 36,593 $ 30,267

(1) Included in general and administrative expenses in the consolidated statements of operations.

(1) Included in general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss.

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 distribution described below.

Subordinated Participation in Net Sales Proceeds

Upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, the Special Limited Partner will be entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0 % of remaining net sale proceeds after return of capital contributions to investors in the Company’s initial public offering of common stock plus payment to investors of a 6.0 % cumulative, pre-tax non-compounded annual return on the capital contributed by investors.

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 will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above.

(2) For the year ended December 31, 2024, includes the Closing Payments payable to the former Advisor pursuant to the terms of the Internalization and the Promissory Note issued in connection with the Internalization, which was paid in full in January 2025.

Note 11 — Stock-Based Compensation

On May 22, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Compensation Plan of National Healthcare Properties, Inc.

(the “Plan”).

The Plan provides for the granting of stock-based compensation to employees and directors, including restricted shares of common stock, restricted stock units (“RSUs”) and long-term incentive partnership units in the OP.

The maximum number of shares of common stock reserved for awards under the Plan is 1.9 million shares plus 6.5 % of any shares issued and sold by the Company in any private or public offering that occurs following the approval of the Plan through, and including, an initial public offering of the Company’s common stock pursuant to an effective registration statement filed with the SEC.

As of December 31, 2025, 1.7 million of the reserve shares are available under the Plan for future equity rewards.

Under the Plan, the fair market value of restricted shares of common stock is expensed over the vesting period.

Time-based restricted shares granted to the Board, executive officers and employees, which vest based solely upon passage of time, generally vest on a graded schedule over a period of one to three years .

The fair value of time-based restricted shares is generally based on the Company’s most recently published Estimated Per-Share NAV.

Performance-based RSUs granted to executive officers and certain other employees may be earned and vest, if at all, at the end of a three-year performance period subject to continued employment through the performance period and the achievement of performance goals set forth in the related award agreements.

The number of shares that ultimately vest based on performance can be either 0 % or vary from 50 % to 200 % of target depending on the level of achievement of the performance criteria.

The fair value of performance-based RSUs is determined based on the Company’s most recently published Estimated Per-Share NAV and management’s expectation of the amount of RSUs to be earned and vested at the end of the performance period.

The total grant date fair value of time-based restricted shares and performance-based RSUs granted during the year ended December 31, 2025 was $ 6.1 million, net of forfeitures.

There were no grants of stock-based compensation awards in 2024 or 2023.

Upon vesting of restricted shares and RSUs, the participant is required to pay the related tax withholding obligation, as applicable.

The Company generally reduces the number of shares of common stock delivered to pay the employee tax withholding obligation.

The value of the shares withheld is dependent on the Company’s most recently published Estimated Per-Share NAV.

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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, 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 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).

Restricted shares vest on a straight-line basis over periods of three to five years and may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.

Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed.

Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

The following table summarizes stock-based compensation activity for the year ended December 31, 2025 (share and units in thousands):

Number of Restricted Shares or RSUs Weighted-Average Issue Price

Unvested, January 1, 2025

Granted 202 32.15

Vested ( 30 ) 32.15

Forfeitures ( 12 ) 32.15

Unvested, December 31, 2025

Total stock-based compensation cost was $ 3.8 million for the year ended December 31, 2025, which was recognized in general and administrative expense in the consolidated statements of operations and comprehensive loss, including $ 1.2 million of severance-related charges resulting from the accelerated vesting of restricted stock awards and forfeiture of certain performance-based RSUs in connection with the transition of the Company’s chief financial officer role.

As of December 31, 2025, there were $ 3.7 million of future expenses related to unvested stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of 1.8 years associated with future employee service.

Stock-based compensation cost recognized for all awards is net of actual forfeitures.

Previous Restricted Share Plan

The Company previously adopted an employee and director incentive restricted share plan (the “RSP”), which provided the Company with the ability to grant awards of restricted shares of common stock.

The RSP expired in February 2023.

As of December 31, 2024, there were no unvested shares under the RSP and the Company did not have any remaining unrecognized compensation cost related to unvested restricted shares granted under the RSP.

Stock-based compensation cost related to the RSP was $ 0.6 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively.

Note 12 — Income Taxes

For the year ended December 31, 2025, the Company elected to prospectively adopt ASU 2023-09.

The following table is a reconciliation of the U.S.

federal statutory rate of 21% on the income (loss) before income taxes to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with ASU 2023-09 (dollars in thousands):

Year ended December 31, 2025

US federal statutory income tax rate $ ( 12,100 ) 21.0 %

Domestic federal

Nontaxable and nondeductible items

REIT and OP taxable income not subject to tax 10,692 ( 18.6 ) %

Other ( 179 ) 0.3 %

Changes in valuation allowances 1,874 ( 3.3 ) %

Other ( 126 ) 0.2 %

Domestic state and local income taxes, net of federal effect 163 ( 0.3 ) %

Increase in state valuation allowance ( 163 ) 0.3 %

Total $ 161 ( 0.3 ) %

In 2025, 2024 and 2023, state and local income taxes in California, Tennessee and Texas comprised the majority of the state and local income taxes, net of federal effect category.

NATIONAL HEALTHCARE PROPERTIES, INC.

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The following table reflects the amount of restricted shares outstanding as of December 31, 2024 and activity for the period presented:

Number of Common Shares Weighted-Average Issue Price

Unvested, December 31, 2021

Significant components of the provision (benefit) for income taxes are as follows (dollars in thousands):

Year ended December 31,

2025 2024 2023

Stock dividend 2,078 59.44

Vested ( 17,599 ) 94.68

Forfeitures — —

Unvested, December 31, 2022

Stock Dividend 1,293 57.08

Vested ( 12,718 ) 81.58

Forfeitures — —

Unvested, December 31, 2023

Stock dividend 196 56.00

Vested ( 13,107 ) 67.60

Forfeitures — —

Unvested, December 31, 2024

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.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at the respective director’s election.

There are no restrictions on shares issued in lieu of cash compensation since these payments in lieu of cash relate to fees earned for services performed.

No such shares were issued during the years ended December 31, 2024, 2023 and 2022.

Note 12 — Accumulated Other Comprehensive Income

The following table illustrates the changes in accumulated other comprehensive income as of and for the periods presented:

(In thousands) Unrealized Gains (Losses) on Designated Derivative

Balance, December 31, 2021

Other comprehensive income, before reclassifications 50,098

Amount of gain reclassified from accumulated other comprehensive income 1,153

Balance, December 31, 2022

Other comprehensive income, before reclassifications 5,324

Amount of gain reclassified from accumulated other comprehensive income ( 18,770 )

Balance, December 31, 2023

Other comprehensive income, before reclassifications 8,716

Amount of gain reclassified from accumulated other comprehensive income ( 15,540 )

Balance, December 31, 2024

Current Deferred Current Deferred Current Deferred

Federal benefit expense

$ — $ 1,874 $ — $ 1,936 $ — $ 1,023

State (expense) benefit ( 162 ) ( 163 ) ( 262 ) 461 ( 303 ) 142

Deferred tax asset valuation allowance — ( 1,711 ) — ( 2,397 ) — ( 1,165 )

Total income tax expense

$ ( 162 ) $ — $ ( 262 ) $ — $ ( 303 ) $ —

Significant components of the Company’s deferred tax assets and liabilities are as follows (dollars in thousands):

Year ended December 31,

2025 2024 2023

Deferred tax assets:

Net operating loss carryforwards $ 11,930 $ 10,078 $ 7,555

Allowance for doubtful accounts

Deferred rent

Total deferred tax assets 12,419 10,798 8,254

Valuation allowance for deferred tax assets ( 12,182 ) ( 10,471 ) ( 8,074 )

Net deferred tax assets

Deferred tax liabilities:

Depreciation ( 234 ) ( 327 ) ( 180 )

Other ( 3 ) — —

Total deferred tax liabilities ( 237 ) ( 327 ) ( 180 )

Net deferred tax assets (liabilities) $ — $ — $ —

Net deferred tax assets are included in prepaid expenses and other assets, net on the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, the Company had no material uncertain income tax positions.

Valuation Allowance

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 SHOPs, 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 $ 12.2 million and $ 10.5 million as of December 31, 2025 and 2024, respectively.

Net Operating Losses

As of December 31, 2025, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 47.5 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.

For net operating losses incurred subsequent to December 31, 2017, there is no expiration date.

As of December 31, 2025, the Company had a deferred tax asset of $ 12.4 million with a full valuation allowance.

Income Taxes Paid

Income taxes refunded (paid) for the year ended December 31, 2025 are as follows (dollars in thousands):

Year ended December 31, 2025

State and local

Total income taxes refunded (paid) $ 10

The amount of income taxes refunded (paid) during the year ended December 31, 2025 does not meet the 5% disaggregation

NATIONAL HEALTHCARE PROPERTIES, INC.

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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.

by jurisdiction threshold, and, as such, no further disaggregation is disclosed.

The Company files income tax returns in the federal, state and local jurisdictions.

These tax returns are generally open to examination by the relevant tax authorities for three years from the date they are filed.

The Company’s 2022 through 2024 tax returns are currently open to exam.

However, the Company has significant net operating loss carryforwards from years before 2022.

These years may be subject to exam when the net operating losses are carried forward and used in future years.

Note 13 — Non-Controlling Interests

Non-controlling interests on the Company’s consolidated balance sheet is comprised of the following:

Non-controlling interests on the Company’s consolidated balance sheets is comprised of the following (dollars in thousands):

Balance as of December 31,

(In thousands) 2024 2023

Series A Preferred Units held by third parties $ 2,578 $ 2,578

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Total Non-controlling Interests $ 4,461 $ 5,565

Net loss attributable to non-controlling interests on the Company’s consolidated statement of operations is comprised of the following:

Net loss attributable to non-controlling interests on the Company’s consolidated statement of operations is comprised of the following (dollars in thousands):

Year ended December 31,

(in thousands) 2024 2023 2022

2025 2024 2023

Income attributable to Series A Preferred Units held by third parties $ ( 184 ) $ ( 184 ) $ ( 185 )

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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.

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.

The securities held by the Company are eliminated in consolidation.

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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.

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 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.

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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 both the years ended December 31, 2024 and 2023, Series A Preferred Unit holders were paid distributions of $ 0.2 million.

During both years ended December 31, 2025 and 2024, 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, 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.

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

NATIONAL HEALTHCARE PROPERTIES, INC.

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December 31, 2025

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.

OP Units, with a value of $ 10.1 million, or $ 25.00 per unit, to the unaffiliated third party.

In addition, as of December 31, 2025, the former Advisor’s parent entity held 90 Common OP Units.

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.

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Non-Controlling Interests in Property Owning Subsidiaries

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.

Due to the nature of the Company’s involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in these arrangements and therefore the entities related to these arrangements are consolidated within the Company’s financial statements.

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 the unaffiliated third parties:

Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement Distributions

Property Name As of December 31, As of December 31, As of December 31, Year Ended December 31,

(Dollar amounts in thousands)

Investment Date 2024 2024 2024 2023 2024 2023 2022

Plaza Del Rio Medical Office Campus Portfolio (1)

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 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, 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,

2024 2023 2022

Net loss attributable to stockholders (in thousands)

$ ( 203,495 ) $ ( 86,097 ) $ ( 93,285 )

Basic and diluted weighted-average shares outstanding (1)

28,286,391 28,280,430 28,260,835

Basic and diluted net loss per share $ ( 7.19 ) $ ( 3.04 ) $ ( 3.30 )

(1) Weighted average number of shares of common stock outstanding for the periods presented.

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.

The Company had 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 would receive a proportionate share of the net proceeds from the sale of the property.

The investor had no recourse to any other assets of the Company.

Due to the nature of the Company’s involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company had determined that it controlled each entity in these arrangements and therefore the entities related to these arrangements were consolidated within the Company’s financial statements.

A non-controlling interest was recorded for the investor’s ownership interest in the properties.

In November 2025, the Company exercised its option to purchase its joint venture partner’s approximately 4.7 % interest in a consolidated joint venture that owned the Plaza Del Rio Medical Office Campus Portfolio, which consisted of four properties.

As of December 31, 2025, the Company had 100 % ownership of these properties.

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Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive.

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.

Note 14 — Net Loss Per Share

The following is a summary of the net loss per basic and diluted share computation for the years ended December 31, 2025, 2024 and 2023 and has been retroactively adjusted to reflect the stock dividends and the Reverse Stock Split (amount in thousands, except shares and per share data):

Year ended December 31,

2025 2024 2023

Unvested restricted shares (1)

Net loss attributable to common stockholders

$ ( 71,067 ) $ ( 203,495 ) $ ( 86,097 )

Common OP Units (2)

Denominator for basic net loss per share — weighted-average shares

28,304 28,286 28,280

Effect of dilutive securities:

Unvested restricted shares (1)

Common OP Units (2)

Class B Units (3)

Denominator for diluted net loss per share — weighted-average shares (4)

28,554 28,520 28,535

Total weighted average antidilutive common share equivalents 234,026 254,853 271,564

Basic and diluted net loss per share $ ( 2.51 ) $ ( 7.19 ) $ ( 3.04 )

(1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented.

There were zero , 12,911 and 24,336 unvested restricted shares outstanding as of December 31, 2024, 2023 and 2022, respectively.

There were 160,199 , nil and 12,911 unvested restricted shares outstanding as of December 31, 2025, 2024 and 2023, 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.

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There were 359,250 Class B Units outstanding as of December 31, 2025, 2024 and 2023.

(4) Potential common stock equivalents were excluded from the calculation of diluted net loss per share attributable to stockholders when a net loss exists as the effect would be an antidilutive per share amount.

Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive.

The Company considers unvested restricted shares, Common OP Units and Class B Units to be common stock equivalents.

Series A Preferred Units are non-participating.

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.

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 has two operating and reportable business segments:

SHOP and OMF.

The SHOP segment consists of direct investments in senior housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

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 senior 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 accounting policies for the segments are the same as those described in the summary of significant accounting policies (see Note 2 — Summary of Significant Accounting Policies ).

Total assets by reportable business segment is not disclosed as the CODM does not review such information to evaluate business performance and allocate resources.

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.

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 CODM evaluates performance of the combined properties in each reportable business segment using net operating income (“NOI”), which is defined as total revenues from tenants, less property operating and maintenance expense.

The CODM 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.

NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently.

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The following table presents the operating financial information for the Company’s two business segments for the years ended December 31, 2024, 2023 and 2022:

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.

NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently.

Reconciliation to Consolidated Financial Information

Summary information by reportable business segment is presented below (dollars in thousands):

Year ended December 31, 2025

(In thousands) 2024

Revenue from tenants $ 137,317 $ 135,449 $ 131,444

Property operating and maintenance 39,201 37,954 35,945

$ 98,116 $ 97,495 $ 95,499

SHOP OMF Total

Revenue from tenants $ 225,221 $ 117,058 $ 342,279

Property Operating and maintenance:

Compensation related expenses (1)

107,589 — 107,589

Other property operating and maintenance (3)

71,558 70,557 68,301

Other segment expenses (2)

75,051 36,258 111,309

(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.

Property operating and maintenance 182,640 36,258 218,898

NOI $ 42,581 $ 80,800 123,381

Impairment charges ( 44,914 )

Acquisition and transaction related ( 516 )

General and administrative ( 24,190 )

Depreciation and amortization ( 78,261 )

Gain on sale of real estate investments

Interest expense ( 61,281 )

Interest and other income 272

Loss on non-designated derivatives

Gain on extinguishment of debt 257

Loss before income taxes ( 57,524 )

Income tax expense ( 161 )

Net loss ( 57,685 )

Net loss attributable to non-controlling interests 64

Allocation for preferred stock ( 13,446 )

Net loss attributable to common stockholders $ ( 71,067 )

(1) For SHOP segment, compensation related expenses include costs incurred for salaries, benefits and other labor related costs.

(2) For SHOP segment, other segment expenses include costs incurred for supplies, management fees and overhead.

The expense details for the OMF segment provided to the CODM primarily consist of reimbursable expenses which are largely recoverable from our tenants.

As such, the CODM focuses on monitoring NOI to evaluate performance as a significant portion of the property-level operating expenses is recovered from tenants.

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

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’ NOI to consolidated income (loss) before income taxes and consolidated net loss attributable to common stockholders is presented below:

Year ended December 31, 2024

(In thousands) 2024 2023 2022

SHOP OMF Total

Revenue from tenants $ 216,477 $ 137,317 $ 353,794

$ 137,317 $ 135,449 $ 131,444

SHOPs 216,477 210,476 204,402

Total consolidated revenue from tenants $ 353,794 $ 345,925 $ 335,846

Loss before income tax and net loss attributable to common stockholders:

Net Operating Income:

Compensation related expenses (1)

110,389 — 110,389

SHOPs 34,530 30,638 26,903

Other segment expenses (2)

71,558 39,505 111,063

Property operating and maintenance 181,947 39,505 221,452

NOI $ 34,530 $ 97,812 132,342

Impairment charges ( 24,881 )

4 unchanged sentences

Depreciation and amortization ( 84,067 )

Gain (loss) on sale of real estate investments 9,307 ( 322 ) ( 125 )

Gain on sale of real estate investments

Interest expense ( 69,447 )

Interest and other income 1,051

Gain (loss) on non-designated derivatives 1,544 ( 1,995 ) 3,834

Gain on non-designated derivatives

Gain on extinguishment of debt 392

5 unchanged sentences

Net loss attributable to common stockholders $ ( 203,495 )

(1) For SHOP segment, compensation related expenses include costs incurred for salaries, benefits and other labor related costs.

(2) For SHOP segment, other segment expenses include costs incurred for supplies, management fees and overhead.

The expense details for the OMF segment provided to the CODM primarily consist of reimbursable expenses which are largely recoverable from our tenants.

As such, the CODM focuses on monitoring NOI to evaluate performance as a significant portion of the property-level operating expenses is recovered from tenants.

NATIONAL HEALTHCARE PROPERTIES, INC.

2 unchanged sentences

December 31, 2025

The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented:

(In thousands) 2024 2023

Investments in real estate, net:

Year ended December 31, 2023

SHOP OMF Total

Revenue from tenants $ 210,476 $ 135,449 $ 345,925

Property operating and maintenance

Compensation related expenses (1)

109,281 — 109,281

SHOPs 756,358 824,694

Total investments in real estate, net 1,761,099 1,939,657

Cash and cash equivalents 21,652 46,409

Restricted cash 52,443 44,907

Derivative assets, at fair value 19,206 28,370

Straight-line rent receivable, net 22,841 26,325

Operating lease right-of-use asset 7,480 7,713

Prepaid expenses and other assets 40,033 35,781

Deferred costs, net 21,269 15,997

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

The following table reconciles capital expenditures by reportable business segments, excluding corporate non-real estate expenditures, for the periods presented:

Other segment expenses (2)

70,557 37,954 108,511

Property operating and maintenance 179,838 37,954 217,792

NOI $ 30,638 $ 97,495 128,133

Impairment charges ( 4,676 )

Operating fees to related parties ( 25,527 )

Termination fees to related parties —

Acquisition and transaction related ( 545 )

General and administrative ( 18,928 )

Depreciation and amortization ( 82,873 )

Loss on sale of real estate investments

Interest expense ( 66,078 )

Interest and other income 734

Loss on non-designated derivatives

Loss before income taxes ( 72,077 )

Income tax expense ( 303 )

Net loss ( 72,380 )

Net loss attributable to non-controlling interests 82

Allocation for preferred stock ( 13,799 )

Net loss attributable to common stockholders $ ( 86,097 )

(1) For SHOP segment, compensation related expenses include costs incurred for salaries, benefits and other labor related costs.

(2) For SHOP segment, other segment expenses include costs incurred for supplies, management fees and overhead.

The expense details for the OMF segment provided to the CODM primarily consist of reimbursable expenses which are largely recoverable from our tenants.

As such, the CODM focuses on monitoring NOI to evaluate performance as a significant portion of the property-level operating expenses is recovered from tenants.

The following table reconciles capital expenditures paid by reportable business segments, excluding corporate non-real estate expenditures, for the periods presented (in thousands):

Year ended December 31,

(In thousands) 2024 2023 2022

2025 2024 2023

SHOPs 12,941 14,832 17,451

$ 16,495 $ 8,967 $ 10,467

12,231 12,941 14,832

Total capital expenditures $ 28,726 $ 21,908 $ 25,299

Note 16 — Commitments and Contingencies

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.

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.

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 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.

2 unchanged sentences

December 31, 2025

Future Base Rent Payments

(In thousands) Operating Leases Direct Financing Leases (1)

2025 $ 653 $ 93

Thereafter 20,705 7,013

Total minimum lease payments 23,862 7,500

amounts representing interest ( 15,753 ) ( 2,671 )

Total present value of minimum lease payments $ 8,109 $ 4,829

(1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of December 31, 2024.

The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840.

Note 16 — Commitments and Contingencies

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters.

There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company, which, if determined unfavorably to the Company, would have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Environmental Matters

2 unchanged sentences

Note 17 — Subsequent Events

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:

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.

4 unchanged sentences

Initial Costs Subsequent to Acquisition

Property State Acquisition

Property Segment

State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Improvements Land Building and Improvements (8)

Gross Amount (1)(2)

Depreciation (3) (4)

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.

Accumulated Depreciation (3)(4)

Adena Health Center - Jackson, OH (7) OMF OH Jun-13 $ — $ 242 $ 4,494 $ — $ 576 $ 5,312 $ 1,449

CareMeridian - Littleton, CO (7) OMF CO Aug-13 — 976 8,900 — 111 9,987 3,749

Surgery Center of Temple - Temple, TX OMF TX Aug-13 2,934 225 5,208 — 432 5,865 1,960

Greenville Health System - Greenville, SC OMF SC Oct-13 3,459 720 3,045 — 713 4,478 1,156

Stockbridge Family Medical - Stockbridge, GA OMF GA Feb-14 1,702 823 1,799 — 336 2,958 786

Village Center Parkway - Stockbridge, GA OMF GA Feb-14 2,326 1,135 2,299 — 550 3,984 1,124

Creekside OMF - Douglasville, GA (7) OMF GA Apr-14 — 2,709 5,320 — 1,737 9,766 2,673

Bowie Gateway Medical Center - Bowie, MD (7) OMF MD May-14 — 983 10,321 — 426 11,730 3,434

Campus at Crooks & Auburn Building D - Rochester Mills, MI (7) OMF MI May-14 — 640 4,166 — 265 5,071 1,541

Berwyn Medical Center - Berwyn, IL OMF IL May-14 — 1,305 7,559 — 543 9,407 2,406

Countryside Medical Arts - Safety Harbor, FL OMF FL May-14 — 915 7,663 — 956 9,534 2,661

Andrews Medical Park - Venice, FL (7) OMF FL May-14 — 1,668 10,005 — 2,205 13,878 4,437

Campus at Crooks & Auburn Building C - Rochester Mills, MI (7) OMF MI Jun-14 — 609 3,893 — 198 4,700 1,478

Laguna Professional Center - Elk Grove, CA OMF CA Jul-14 8,494 1,811 14,598 — 318 16,727 4,951

UC Davis OMF - Elk Grove, CA (7) OMF CA Jul-14 — 1,138 7,242 — 357 8,737 2,622

Estate at Hyde Park - Tampa, FL (6) SHOP FL Jul-14 — 1,777 20,308 — 1,764 23,849 7,122

Addington Place of Clarkston - Clarkston, MI (6) SHOP MI Aug-14 — 655 19,967 — 2,447 23,069 7,110

Addington Place of Burlington - Burlington, IA (5) SHOP IA Aug-14 — 518 16,739 — 834 18,091 6,018

Addington Place of Carroll - Carroll, IA (5) SHOP IA Aug-14 — 473 11,263 — 331 12,067 3,589

Prairie Hills at Cedar Rapids - Cedar Rapids, IA (6) SHOP IA Aug-14 — 195 8,595 — 590 9,380 2,847

Addington Place of Clinton - Clinton, IA (5) SHOP IA Aug-14 — 890 18,882 — 460 20,232 6,429

Addington Place of Des Moines - Des Moines, IA (5) SHOP IA Aug-14 — 647 13,745 — 633 15,025 4,791

Addington Place of Fairfield - Fairfield, IA (7) SHOP IA Aug-14 — 340 14,115 — 692 15,147 4,771

Prairie Hills at Independence - Independence, IA (7) SHOP IA Aug-14 — 473 10,600 — 365 11,438 3,518

Addington Place of Mt.

Pleasant - Mt.

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

Real Estate and Accumulated Depreciation

December 31, 2024

(In thousands)

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

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

Pleasant, IA (7) SHOP IA Aug-14 — 205 10,935 — 708 11,848 3,541

Addington Place of Muscatine - Muscatine, IA (5) SHOP IA Aug-14 — 302 13,840 — 400 14,542 4,509

Prairie Hills at Tipton - Tipton, IA (7) SHOP IA Aug-14 — 306 10,409 — 299 11,014 3,247

Addington Place of Lakeside Vista - Dixon, IL (5) SHOP MI Aug-14 — 542 13,942 ( 164 ) 3,155 17,475 4,849

Addington Place of Burlington - Land - Burlington, IA OMF IA Sep-14 — 620 — — — 620 —

Community Health OMF - Harrisburg, PA (7) OMF PA Sep-14 — — 6,170 — 4 6,174 1,796

Brady OMF - Harrisburg, PA (7) OMF PA Sep-14 — — 22,485 — 4 22,489 6,382

FOC II - Mechanicsburg, PA (7) OMF PA Sep-14 — — 16,473 — 430 16,903 5,465

FOC Clinical - Mechanicsburg, PA (7) OMF PA Sep-14 — — 19,634 — 347 19,981 6,300

FOC I - Mechanicsburg, PA (7) OMF PA Sep-14 — — 8,923 — 324 9,247 3,233

National Healthcare Properties, Inc.

4 unchanged sentences

Initial Costs Subsequent to Acquisition

Property State Acquisition

Property Segment

State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Improvements Land Building and Improvements (8)

Gross Amount (1)(2)

Depreciation (3) (4)

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

Accumulated Depreciation (3)(4)

Addington Place of Brunswick - Brunswick, GA (7) SHOP GA Sep-14 — 1,509 14,402 — 848 16,759 5,044

Addington Place of Dublin - Dublin, GA (7) SHOP GA Sep-14 — 403 9,281 — 366 10,050 3,277

Addington Place of Johns Creek - Johns Creek, GA (6) SHOP GA Sep-14 — 997 11,943 ( 730 ) ( 9,590 ) 2,620 —

Addington Place of Jupiter - Jupiter, FL (5) SHOP FL Sep-14 — 3,741 49,534 — 2,216 55,491 16,205

Addington Place of Lee's Summit - Lee's Summit, MO (6) SHOP MO Sep-14 — 2,734 25,008 — 826 28,568 8,239

Addington Place of College Harbour - St Petersburg, FL (7) SHOP GA Sep-14 — 4,791 17,295 ( 1,000 ) ( 3,970 ) 17,116 4,884

Addington Place of Stuart - Stuart, FL (5) SHOP FL Sep-14 — 5,018 60,575 — 2,798 68,391 20,052

Addington Place of East Lake - Tarpon Springs, FL (6) SHOP FL Sep-14 — 2,360 13,728 — 4,539 20,627 6,709

Addington Place of Titusville - Titusville, FL (5) SHOP FL Sep-14 — 1,379 13,976 — 1,409 16,764 5,438

Dyer Building - Dyer, IN OMF IN Oct-14 5,917 601 8,992 — 265 9,858 2,734

757 Building - Munster, IN OMF IN Oct-14 4,829 645 7,885 — 196 8,726 2,327

761 Building - Munster, IN OMF IN Oct-14 6,497 1,436 8,616 — 363 10,415 2,759

759 Building - Munster, IN (7) OMF IN Oct-14 — 1,101 8,899 — 124 10,124 2,691

Meadowbrook Senior Living - Agoura Hills, CA (6) SHOP CA Nov-14 — 8,821 48,682 — 4,306 61,809 16,179

Mount Vernon Medical Office Building - Mount Vernon, WA (7) OMF WA Nov-14 — — 18,519 — 37 18,556 5,570

Wellington at Hershey's Mill - West Chester, PA (7) SHOP PA Dec-14 — 8,531 80,734 — 9,832 99,097 27,801

Eye Specialty Group Medical Building - Memphis, TN (7) OMF TN Dec-14 — 775 7,223 — — 7,998 2,100

Addington Place of Prairie Village - Prairie Village, KS (6) SHOP KS Dec-14 — 1,782 21,869 — 832 24,483 7,349

Bloom OMF - Harrisburg, PA (7) OMF PA Dec-14 — — 15,928 — 517 16,445 4,923

Medical Sciences Pavilion - Harrisburg, PA (7) OMF PA Dec-14 — — 22,309 — — 22,309 6,264

Pinnacle Center - Southaven, MS (7) OMF MS Dec-14 — 1,378 6,547 — 3,191 11,116 2,996

Addington Place of Shoal Creek - Kansas City, MO (6) SHOP MO Feb-15 — 3,723 22,259 — 1,079 27,061 7,321

Aurora Healthcare Center - Green Bay, WI OMF WI Mar-15 1,943 1,130 1,678 — 171 2,979 609

Aurora Healthcare Center - Greenville, WI OMF WI Mar-15 836 259 958 — 80 1,297 365

Aurora Healthcare Center - Kiel, WI OMF WI Mar-15 2,050 676 2,214 — 184 3,074 715

Aurora Healthcare Center - Plymouth, WI OMF WI Mar-15 16,284 2,891 24,224 — 1,605 28,720 7,789

Aurora Healthcare Center - Waterford, WI OMF WI Mar-15 4,984 590 6,452 — — 7,042 1,936

Aurora Healthcare Center - Wautoma, WI OMF WI Mar-15 4,411 1,955 4,361 — 838 7,154 1,497

Arbor View Assisted Living and Memory Care - Burlington, WI (7) SHOP WI Mar-15 — 367 7,815 — 302 8,484 2,774

Advanced Orthopaedic Medical Center - Richmond, VA (7) OMF VA Apr-15 — 1,523 19,229 — 2,017 22,769 5,791

Physicians Plaza of Roane County - Harriman, TN OMF TN Apr-15 6,014 1,746 7,842 — 448 10,036 2,561

Adventist Health Lacey Medical Plaza - Hanford, CA (7) OMF CA Apr-15 — 328 13,302 — 908 14,538 3,805

Medical Center I - Peoria, AZ (7) OMF AZ May-15 — 807 1,115 — 2,901 4,823 1,653

Medical Center II - Peoria, AZ (7) OMF AZ May-15 — 945 1,330 — 5,303 7,578 2,686

National Healthcare Properties, Inc.

4 unchanged sentences

Initial Costs Subsequent to Acquisition

Property State Acquisition

Property Segment

State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Improvements Land Building and Improvements (8)

Gross Amount (1)(2)

Depreciation (3) (4)

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

Accumulated Depreciation (3)(4)

Commercial Center - Peoria, AZ (7) OMF AZ May-15 — 959 1,110 — 1,274 3,343 940

Medical Center III - Peoria, AZ OMF AZ May-15 2,043 673 1,651 — 1,943 4,267 1,544

Morrow Medical Center - Morrow, GA OMF GA Jun-15 4,142 1,155 5,674 — 2,929 9,758 1,959

Belmar Medical Building -Lakewood, CO OMF CO Jun-15 3,603 819 4,287 — 786 5,892 1,694

Addington Place of Northville - Northville, MI (6) SHOP MI Jun-15 — 440 14,975 — 1,413 16,828 4,940

Medical Center V - Peoria, AZ OMF AZ Jul-15 2,837 1,089 3,200 — 1,398 5,687 1,593

Legacy Medical Village - Plano, TX (7) OMF TX Jul-15 — 3,755 31,097 — 3,755 38,607 9,900

Scripps Cedar Medical Center - Vista, CA (7) OMF CA Aug-15 — 1,213 14,596 — 2,837 18,646 4,722

Eastside Cancer Institute - Greenville, SC OMF SC Oct-15 5,402 1,498 6,637 — 784 8,919 2,227

Sky Lakes Klamath Medical Clinic - Klamath Falls, OR (7) OMF OR Oct-15 — 433 2,623 — — 3,056 721

Courtyard Fountains - Gresham, OR (7) SHOP OR Dec-15 — 2,476 50,601 — 3,800 56,877 15,419

Presence Healing Arts Pavilion - New Lenox, IL OMF IL Dec-15 5,702 — 6,768 — 543 7,311 2,006

Mainland Medical Arts Pavilion - Texas City, TX OMF TX Dec-15 5,901 320 7,923 — 482 8,725 2,508

Renaissance on Peachtree - Atlanta, GA (5) SHOP GA Dec-15 — 4,535 68,895 — 4,794 78,224 20,439

Fox Ridge Senior Living at Bryant - Bryant, AR SHOP AR Dec-15 6,289 1,687 12,936 ( 1,151 ) ( 10,030 ) 3,442 —

Fox Ridge Senior Living at Chenal - Little Rock, AR SHOP AR Dec-15 14,412 6,896 20,579 — 878 28,353 6,838

Fox Ridge North Little Rock - North Little Rock, AR SHOP AR Dec-15 8,943 — 19,265 — 716 19,981 5,815

High Desert Medical Group Medical Office Building - Lancaster, CA OMF CA Apr-17 7,149 1,459 9,300 — 166 10,925 2,654

Northside Hospital - Canton, GA OMF GA Jul-17 7,660 3,408 8,191 — 611 12,210 2,012

West Michigan Surgery Center - Big Rapids, MI OMF MI Aug-17 4,061 258 5,677 — — 5,935 1,255

Camellia Walk Assisted Living and Memory Care - Evans, GA (5) SHOP GA Sep-17 — 1,854 17,372 — 1,642 20,868 5,230

Beaumont Medical Center - Warren, MI OMF MI Dec-17 4,936 1,078 9,525 — 20 10,623 2,125

DaVita Dialysis - Hudson, FL OMF FL Dec-17 1,681 226 1,979 — 121 2,326 452

DaVita Bay Breeze Dialysis Center - Largo, FL OMF FL Dec-17 1,049 399 896 — 297 1,592 294

Greenfield Medical Plaza - Gilbert, AZ OMF AZ Dec-17 4,149 1,476 4,144 — 527 6,147 1,122

RAI Care Center - Clearwater, FL OMF FL Dec-17 2,886 624 3,156 — 90 3,870 687

Illinois CancerCare - Galesburg, IL OMF IL Dec-17 2,237 290 2,457 — 197 2,944 630

UnityPoint Clinic - Muscatine, IA (7) OMF IA Dec-17 — 570 4,541 — 254 5,365 1,064

Lee Memorial Health System Outpatient Center - Ft.

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

Myers, OMF FL Dec-17 3,459 439 4,374 — 722 5,535 1,263

Decatur Medical Office Building - Decatur, GA OMF GA Dec-17 4,460 695 3,273 — 597 4,565 935

Madison Medical Plaza - Joliet, IL OMF IL Dec-17 12,018 — 16,855 — 153 17,008 3,472

Woodlake Office Center - Woodbury, MN OMF MN Dec-17 8,255 1,017 10,688 — 1,460 13,165 2,859

Rockwall Medical Plaza - Rockwall, TX OMF TX Dec-17 3,323 1,097 4,582 — 409 6,088 1,254

MetroHealth Buckeye Health Center - Cleveland, OH OMF OH Dec-17 2,837 389 4,367 — 255 5,011 1,120

National Healthcare Properties, Inc.

4 unchanged sentences

Initial Costs Subsequent to Acquisition

Property State Acquisition

Property Segment

State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Improvements Land Building and Improvements (8)

Gross Amount (1)(2)

Depreciation (3) (4)

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

Accumulated Depreciation (3)(4)

UnityPoint Clinic - Moline, IL (7) OMF IL Dec-17 — 396 2,880 — 151 3,427 675

Philip Professional Center - Lawrenceville, GA (7) OMF GA Dec-17 — 1,285 6,714 — 485 8,484 1,688

Florida Medical Heartcare - Tampa, FL OMF FL Mar-18 1,992 586 1,902 — — 2,488 414

Florida Medical Somerset - Tampa, FL OMF FL Mar-18 1,156 61 1,366 — — 1,427 268

Florida Medical Tampa Palms - Tampa, FL OMF FL Mar-18 1,205 141 1,402 — — 1,543 281

Florida Medical Wesley Chapel - Tampa, FL OMF FL Mar-18 1,943 485 1,987 — — 2,472 452

Aurora Health Center - Milwaukee, WI OMF WI Apr-18 3,837 1,014 4,041 — 399 5,454 1,044

Vascular Surgery Associates - Tallahassee, FL OMF FL May-18 4,567 902 5,383 — — 6,285 1,149

Glendale OMF - Farmington Hills, MI OMF MI Aug-18 7,763 504 12,332 — ( 135 ) 12,701 2,341

Crittenton Washington OMF - Washington Township, MI OMF MI Sep-18 3,012 640 4,090 — 492 5,222 936

Crittenton Sterling Heights OMF - Sterling Heights, MI OMF MI Sep-18 2,779 1,398 2,695 — 167 4,260 708

Advocate Aurora OMF - Elkhorn, WI (7) OMF WI Sep-18 — 181 9,452 — — 9,633 1,880

Pulomnary & Critical Care Med (7) OMF PA Nov-18 — 621 3,805 — — 4,426 783

Dignity Emerus Blue Diamond - Las Vegas, NV (7) OMF NV Nov-18 — 2,182 16,594 — ( 274 ) 18,502 3,190

Dignity Emerus Craig Rd - North Las Vegas, NV (7) OMF NV Nov-18 — 3,807 22,803 — ( 208 ) 26,402 4,430

Greenfield OMF - Greenfield, WI (7) OMF WI Jan-19 — 1,552 8,333 — 1,468 11,353 1,817

Milwaukee OMF - South Milwaukee, WI (7) OMF WI Jan-19 — 410 5,041 — — 5,451 919

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

Francis, WI (7) OMF WI Jan-19 — 865 11,355 — 417 12,637 2,196

Lancaster Medical Arts OMF - Lancaster, PA OMF PA Jun-19 4,023 85 4,417 — — 4,502 726

Women's Healthcare Group OMF - York, PA OMF PA Jun-19 3,236 624 2,161 — — 2,785 398

UMPC Sir Thomas Court - Harrisburg, PA OMF PA Jan-20 4,052 745 6,272 — — 7,017 1,011

UMPC Fisher Road - Mechanicsburg, PA OMF PA Jan-20 3,867 747 3,844 — — 4,591 676

Swedish American OMF - Roscoe, IL OMF IL Jan-20 4,149 599 5,862 — — 6,461 1,193

Addington Place of Sparta - Sparta, IL (7) SHOP IL Jan-20 — 381 13,807 250 255 14,693 2,480

UMPC Chambers Hill - Harrisburg, PA OMF PA Feb-20 3,410 498 4,238 — — 4,736 667

Addington Place of Shiloh (7) SHOP IL Mar-20 — 376 28,299 — 342 29,017 4,589

Bayshore Naples Memory Care - Naples, FL (7) SHOP FL Mar-20 — 3,231 17,112 — 1,562 21,905 2,996

Circleville OMF - Circleville, OH OMF OH Dec-20 3,426 765 4,011 — 11 4,787 581

OrthoOne Hilliard - Hilliard, OH OMF OH May-21 3,119 760 3,118 — ( 110 ) 3,768 506

South Douglas OMF - Midwest City, OK OMF OK Jun-21 2,808 628 3,863 — — 4,491 578

Fort Wayne Opthomology Engle - Fort Wayne, IN OMF IN Jun-21 3,778 516 6,124 — — 6,640 781

Fort Wayne Opthomology Dupont - Fort Wayne, IN OMF IN Jun-21 1,853 597 2,653 — — 3,250 438

Peters Albany 2 Palisades - Albany, NY OMF NY Jun-21 2,468 516 4,342 — 498 5,356 813

Peters Troy 2 New Hampshire - Troy, NY OMF NY Jun-21 1,049 330 2,444 — 313 3,087 422

National Healthcare Properties, Inc.

4 unchanged sentences

Initial Costs Subsequent to Acquisition

Property State Acquisition

Property Segment

State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Improvements Land Building and Improvements (8)

Gross Amount (1)(2)

Depreciation (3) (4)

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

Accumulated Depreciation (3)(4)

St Peters - Albany, NY - 4 Palisades OMF NY Jul-21 1,574 542 2,416 — 163 3,121 384

St Peters - Albany, NY - 5 Palisades OMF NY Jul-21 3,041 593 5,359 — 334 6,286 745

St Lukes Heart Vascular Center - East Stroudsburg OMF PA Aug-21 2,371 363 3,224 — 379 3,966 463

Metropolitan Eye Lakeshore Surgery - St.

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

Real Estate and Accumulated Depreciation

December 31, 2024

(In thousands)

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances

Land Building and

Improvements Land Building and

Improvements (8)

Gross Amount (1) (2)

Depreciation (3) (4)

Clair, MI OMF MI Aug-21 3,041 203 4,632 — — 4,835 533

Naidu Clinic - Odessa, TX OMF TX Sep-21 2,060 730 2,409 — 11 3,150 306

Belpre V Cancer Center - Belpre, OH OMF OH Sep-21 45,725 1,153 63,894 — — 65,047 7,044

Center for Advanced Dermatology - Lakewood, CO OMF CO Dec-21 1,836 1,034 1,874 — 16 2,924 229

Florida Medical Clinic - Tampa, FL OMF FL Dec-21 1,681 1,104 1,137 — 186 2,427 200

Pensacola Nephrology OMF - Pensacola, FL OMF FL Dec-21 3,721 1,579 5,121 — 146 6,846 558

Millennium Eye Care - Freehold, NJ OMF NJ May-22 4,848 635 6,014 — ( 2,635 ) 4,014 519

Bone and Joint Specialists - Merrillville, IN OMF IN Jun-22 2,517 1,014 2,499 — — 3,513 244

Atlanta Gastroenterology Associates - Lawrenceville, GA OMF GA Jun-22 2,701 2,639 2,263 — — 4,902 198

Eastern Carolina ENT - Greenville, NC OMF NC Dec-22 4,042 663 5,828 — — 6,491 479

Hope Orthopedics - Salem, OR OMF OR Mar-23 14,487 1,331 15,802 — — 17,133 1,178

St Peters - Albany, NY - 1444 Western Avenue OMF NY Mar-23 2,730 754 3,639 — ( 2 ) 4,391 288

OSF Healthcare OMF - Dwight, IL (7) OMF IL Sep-23 — 254 2,960 — — 3,214 188

OSF Healthcare OMF - Godfrey, IL (7) OMF IL Sep-23 — 1,034 4,668 — — 5,702 308

CPC - LaPorte, IN OMF IN Feb-24 1,750 287 2,090 — — 2,377 108

CPC - Valparaiso, IN OMF IN Feb-24 2,000 460 2,763 — — 3,223 143

CPC - Hobart, IN OMF IN Feb-24 2,300 132 2,939 — — 3,071 139

CPC - Merrillville, IN OMF IN Feb-24 1,449 386 1,510 1 3 1,900 90

Fannie Mae Secured Debt (5)(6)

Credit Facilities

$ 1,046,219 $ 177,329 $ 1,700,238 $ ( 2,794 ) $ 88,708 $ 1,963,481 $ 485,050

(1) Acquired intangible lease assets allocated to individual properties in the amount of $ 246.5 million are not reflected in the table above.

(2) The tax basis of aggregate land, buildings and improvements as of December 31, 2024 is $ 1.9 billion.

(2) The tax basis of aggregate land, buildings and improvements, net as of December 31, 2025 is $ 1.6 billion.

(3) The accumulated depreciation column excludes $ 206.2 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 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 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.

(5) These properties collateralize the Capital One Secured Debt, which had $ 199.9 million of outstanding borrowings as of December 31, 2025.

National Healthcare Properties, Inc.

3 unchanged sentences

(In thousands)

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2024, 2023 and 2022:

(In thousands) 2024 2023 2022

(6) These properties collateralize the KeyBank Secured Debt, which had $ 134.9 million of outstanding borrowings as of December 31, 2025.

(7) These properties collateralize the Credit Facilities, which had $ 336.0 million of outstanding borrowings as of December 31, 2025.

(8) Includes adjustments for properties that have been impaired as of December 31, 2025.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

2025 2024 2023

Real estate investments, at cost (1) :

13 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