National Healthcare Properties, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls. Our Chief Executive Officer and Chief Financial Officer, together with other members of our management, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2025 at a reasonable level of assurance. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Table of Contents Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on its assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The effectiveness of our internal control over financial reporting has not been audited by our independent registered public accounting firm because we are a “non-accelerated filer” as defined under SEC rules. Changes in Internal Control Over Financial Reporting During the three months ended December 31, 2025, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Trading Plans None . Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 57 PART III Item 10. Directors, Executive Officers and Corporate Governance We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. A copy of our Code of Business Conduct and Ethics may be obtained, free of charge, by sending a written request to our executive office: 540 Madison Ave., 27th Floor, New York, NY 10022, Attention: Secretary. Our Code of Business Conduct and Ethics is also publicly available on our website at www.nhpreit.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K. We have also adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to the Company (the “Insider Trading Policy”). Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. The information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item will be set forth in our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed not later than 120 days after the end of the 2025 fiscal year, and is incorporated herein by reference. 58 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) Financial Statements and Financial Statement Schedules 1. Financial Statements: See the Index to Consolidated Financial Statements at page F-1 of this Annual Report on Form 10-K. 2. Financial Statement Schedules: The following financial statement schedule is included herein at page F-42 of this Annual Report on Form 10-K: Schedule III — Real Estate and Accumulated Depreciation. (b) Exhibits See Exhibit Index below. 59 Table of Contents EXHIBIT INDEX The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 2.1 Agreement and Plan of Merger, dated August 6, 2024, by and among the Company, HTI Merger Sub, LLC, Healthcare Trust Advisors, LLC and AR Global Investments, LLC (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2024 and incorporated by reference herein) 3.1 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) 3. 2 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) 3. 3 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) 3. 4 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. 5 Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020 and incorporated by reference herein) 3. 6 Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021 (filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on October 4, 2021 and incorporated by reference herein) 3. 7 Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Reverse Stock Split) (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and incorporated by reference herein) 3. 8 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) 3.9 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) 4.1 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) 4.2 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) 4.3 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) 4.4 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) 4.5 Fourth Amendment, dated September 15, 2020, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020 and incorporated by reference herein) 4.6 Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of the OP, dated February 14, 2013 (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2021 and incorporated by reference herein) 4.7 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) 4. 8 * Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10. 1 # 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) 60 Table of Contents Exhibit No. Description 10. 2 Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 10, 2016 and incorporated by reference herein) 10. 3 First Amendment to Master Credit Facility, dated April 26, 2017, by among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein) 10. 4 Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein) 10. 5 Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 10, 2016 and incorporated by reference herein) 10. 6 Reaffirmation, Joinder and First Amendment to Master Credit Facility, dated March 30, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein) 10. 7 Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018 and incorporated by reference herein) 10. 8 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) 10. 9 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) 10. 10 Promissory Note A -1, dated as of April 10, 2018, by the borrowers party thereto in favor of 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) 10. 1 1 Promissory Note A-2, dated as of April 10, 2018, by the borrowers party thereto in favor of 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) 10. 12 Guarantee Agreement, dated as of April 10, 2018, by the OP in favor of KeyBank National Association, as (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2018 and incorporated by reference herein) 10. 1 3 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) 10. 14 # 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) 10. 15 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) 10. 16 Guaranty Agreement dated as of May 24, 2023, by the OP in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, and KeyBank National Association (filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023 and incorporated by reference herein) 10. 17 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) 10. 18 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) 61 Table of Contents Exhibit No. Description 10. 19 # 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) 10. 20 # 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) 10. 21 # 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) 10. 22 # 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) 10. 23 # 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) 10. 24 # 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) 10. 25 # 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) 10.2 6 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) 19.1 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) 21.1 * List of Subsidiaries of the Company 23.1 * Consent of PricewaterhouseCoopers LLP 31.1 * Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 + Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 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) 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 101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * XBRL Taxonomy Extension Label Linkbase Document 101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document __________ * Filed herewith + Furnished herewith # Management contract or compensatory plan or arrangement Item 16. Form 10-K Summary Not applicable. 62 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL HEALTHCARE PROPERTIES, INC. By /s/ Michael Anderson Michael Anderson Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Capacity Date /s/ Leslie D. Michelson Non-Executive Chair of the Board of Directors, Independent Director February 20, 2026 Leslie D. Michelson /s/ Michael Anderson Chief Executive Officer, President and Director February 20, 2026 Michael Anderson (Principal Executive Officer) /s/ Andrew T. Babin Chief Financial Officer and Treasurer February 20, 2026 Andrew T. Babin (Principal Financial Officer) /s/ Ailin Park Chief Accounting Officer February 20, 2026 Ailin Park (Principal Accounting Officer) /s/ Elizabeth K. Tuppeny Independent Director February 20, 2026 Elizabeth K. Tuppeny /s/ Edward G. Rendell Independent Director February 20, 2026 Edward G. Rendell /s/ B.J. Penn Independent Director February 20, 2026 B.J. Penn /s/ Scott W. Humphrey Independent Director February 20, 2026 Scott W. Humphrey /s/ Edward M. Weil, Jr. Director February 20, 2026 Edward M. Weil, Jr. 63 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets as of December 31, 202 5 and 20 2 4 F- 4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 5 Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 7 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule III — Real Estate and Accumulated Depreciation as of December 31, 202 5 F- 38 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of National Healthcare Properties, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of National Healthcare Properties, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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. 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) 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 F-2 Table of Contents 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 New York, New York February 20, 2026 We have served as the Company's auditor since 2019. F-3 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2025 2024 ASSETS Real estate investments, at cost: Land $ 174,535 $ 190,082 Buildings, fixtures and improvements 1,785,952 2,012,401 Acquired intangible assets 246,544 284,447 Construction in progress 2,994 7,867 Total real estate investments, at cost 2,210,025 2,494,797 Less: accumulated depreciation and amortization ( 691,200 ) ( 725,831 ) Total real estate investments, net 1,518,825 1,768,966 Cash and cash equivalents 57,620 21,652 Restricted cash 50,832 52,443 Derivative assets, at fair value 569 19,206 Straight-line rent receivable, net 21,486 22,841 Operating lease right-of-use assets 7,377 7,480 Prepaid expenses and other assets, net 23,019 26,316 Accounts receivable, net 9,252 5,850 Deferred costs, net 22,792 21,269 Total assets $ 1,711,772 $ 1,946,023 LIABILITIES AND EQUITY Liabilities Mortgage notes payable, net $ 367,629 $ 779,160 Fannie Mae and other secured debt 334,739 362,216 Revolving credit facility 186,000 — Term loan, net 148,405 — Market lease intangible liabilities, net 4,851 6,125 Derivative liabilities, at fair value 188 — Accounts payable and accrued expenses 44,381 89,575 Operating lease liabilities 8,467 8,109 Deferred rent 9,247 7,217 Distributions payable 3,340 3,496 Total liabilities 1,107,247 1,255,898 Commitments and Contingencies Equity 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 38 40 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 35 36 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 1,132 1,132 Additional paid-in capital 2,531,315 2,533,706 Accumulated other comprehensive income 5,604 16,640 Distributions in excess of accumulated earnings ( 1,938,060 ) ( 1,866,994 ) Total stockholders’ equity 600,064 684,560 Non-controlling interests 4,461 5,565 Total equity 604,525 690,125 Total liabilities and equity $ 1,711,772 $ 1,946,023 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. F-4 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share data) Year ended December 31, 2025 2024 2023 Revenue from tenants $ 342,279 $ 353,794 $ 345,925 Operating expenses: Property operating and maintenance 218,898 221,452 217,792 Impairment charges 44,914 24,881 4,676 Termination fees to related parties — 106,650 — Operating fees to related parties — 19,203 25,527 Acquisition and transaction related 516 7,949 545 General and administrative 24,190 22,440 18,928 Depreciation and amortization 78,261 84,067 82,873 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 ) Gain (loss) on sale of real estate investments 27,800 9,307 ( 322 ) Operating income (loss) 3,300 ( 123,541 ) ( 4,738 ) Other (expense) income: Interest expense ( 61,281 ) ( 69,447 ) ( 66,078 ) Interest and other income, net 272 1,051 734 Gain on extinguishment of debt 257 392 — (Loss) gain on non-designated derivatives ( 72 ) 1,544 ( 1,995 ) Total other expense, net ( 60,824 ) ( 66,460 ) ( 67,339 ) Loss before income taxes ( 57,524 ) ( 190,001 ) ( 72,077 ) Income tax expense ( 161 ) ( 262 ) ( 303 ) Net loss ( 57,685 ) ( 190,263 ) ( 72,380 ) Net loss attributable to non-controlling interests 64 567 82 Allocation for preferred stock ( 13,446 ) ( 13,799 ) ( 13,799 ) Net loss attributable to common stockholders ( 71,067 ) ( 203,495 ) ( 86,097 ) 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 ) Weighted-average common shares outstanding — Basic and Diluted (1) 28,304 28,286 28,280 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 ). 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. F-5 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Years Ended December 31, 2025, 2024 and 2023 (In thousands) Series A Preferred Stock Series B Preferred Stock Common Stock Additional Paid-in 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 Share-based compensation, net — — — — — — 919 — — 919 — 919 Distributions declared in common stock, $ 0.85 per share — — — — 1,616 64 91,186 — ( 91,250 ) — — — Dividends declared on Series A Preferred Stock, $ 1.84 per share — — — — — — — — ( 7,333 ) ( 7,333 ) — ( 7,333 ) Dividends declared on Series B Preferred stock, $ 1.78 per share — — — — — — — — ( 6,466 ) ( 6,466 ) — ( 6,466 ) 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 ) Unrealized loss on designated derivative — — — — — — — ( 13,446 ) — ( 13,446 ) — ( 13,446 ) Rebalancing of ownership percentage — — — — — — 139 — — 139 ( 139 ) — Balance, December 31, 2023 3,977 40 3,630 36 27,886 1,115 2,509,303 23,464 ( 1,639,804 ) 894,154 6,429 900,583 Share-based compensation, net — — — — — — 613 — — 613 — 613 Distributions declared in common stock, $ 0.85 per share — — — — 410 17 23,678 — ( 23,695 ) — — — Dividends declared on Series A Preferred Stock, $ 1.84 per share — — — — — — — — ( 7,333 ) ( 7,333 ) — ( 7,333 ) Dividends declared on Series B Preferred Stock, $ 1.78 per share — — — — — — — — ( 6,466 ) ( 6,466 ) — ( 6,466 ) Distributions to non-controlling interest holders — — — — — — — — — — ( 185 ) ( 185 ) Net loss — — — — — — — — ( 189,696 ) ( 189,696 ) ( 567 ) ( 190,263 ) Unrealized loss on designated derivative — — — — — — — ( 6,824 ) — ( 6,824 ) — ( 6,824 ) Rebalancing of ownership percentage — — — — — — 112 — — 112 ( 112 ) — Balance, December 31, 2024 3,977 40 3,630 36 28,296 1,132 2,533,706 16,640 ( 1,866,994 ) 684,560 5,565 690,125 Share-based compensation, net — — — — — — 3,766 — — 3,766 — 3,766 Common stock issuance, net of tax withholdings — — — — 11 — ( 612 ) ( 612 ) ( 612 ) Dividends declared Series A Preferred Stock, $ 1.84 per share — — — — — — — — ( 7,181 ) ( 7,181 ) — ( 7,181 ) Dividends declared on Series B Preferred Stock, $ 1.78 per share — — — — — — — — ( 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 ) Contributions from non-controlling interest holders — — — — — — ( 123 ) — — ( 123 ) 123 — Net loss — — — — — — — — ( 57,621 ) ( 57,621 ) ( 64 ) ( 57,685 ) Unrealized loss on designated derivative — — — — — — — ( 11,036 ) — ( 11,036 ) — ( 11,036 ) Rebalancing of ownership percentage — — — — — — — — — — ( 979 ) ( 979 ) 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 a one-for-four reverse stock split effective September 30, 2024. The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 57,685 ) $ ( 190,263 ) $ ( 72,380 ) 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 and mortgage discounts (premiums) 4,753 3,465 6,793 Accretion of terminated swap ( 344 ) ( 1,218 ) ( 4,195 ) Amortization (accretion) of market lease and other intangibles, net 1,891 ( 1,428 ) ( 890 ) 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 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 Deferred tax valuation allowance 1,711 2,397 1,165 Changes in assets and liabilities: 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 provided by (used in) operating activities 6,951 ( 79,846 ) 21,624 Cash flows from investing activities: Acquisitions of real estate ( 250 ) ( 5,606 ) ( 35,261 ) Capital expenditures ( 28,726 ) ( 21,908 ) ( 22,397 ) 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 69,806 63,972 ( 62,817 ) Cash flows from financing activities: Borrowings under revolving credit facility and term loan 336,000 — — 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 Repayments of mortgage notes payable ( 331,113 ) ( 18,822 ) ( 1,139 ) Proceeds from interest rate swap terminations 8,259 — 5,413 Payments of deferred financing costs ( 6,211 ) — ( 8,748 ) Proceeds from promissory note — 30,267 — Taxes paid for net settlement of equity-based awards ( 612 ) — — 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 ( 978 ) — — Contributions from non-controlling interest holders — — 284 Distributions to non-controlling interest holders ( 184 ) ( 184 ) ( 185 ) Net cash (used in) provided by financing activities ( 42,400 ) ( 1,347 ) 55,971 Net change in cash, cash equivalents and restricted cash 34,357 ( 17,221 ) 14,778 Cash, cash equivalents and restricted cash, beginning of year 74,095 91,316 76,538 Cash, cash equivalents and restricted cash, end of year $ 108,452 $ 74,095 $ 91,316 F-7 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Cash, cash equivalents, end of period $ 57,620 $ 21,652 $ 46,409 Restricted cash, end of period 50,832 52,443 44,907 Cash, cash equivalents and restricted cash, end of period $ 108,452 $ 74,095 $ 91,316 Supplemental disclosures of cash flow information: Cash paid for interest $ ( 54,018 ) $ ( 61,038 ) $ ( 63,720 ) 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 — 7,500 — Accrued capital expenditures 598 455 2,902 Accrued offering costs on Series B Preferred Stock — — — Proceeds from real estate sales used to repay mortgage notes payable 82,797 20,370 2,663 Mortgage notes payable repaid with proceeds from real estate sales ( 82,797 ) ( 20,370 ) ( 2,663 ) Proceeds from real estate sales used to repay amounts outstanding under the Prior Credit Facility — — 5,167 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. F-8 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Note 1 — Organization National Healthcare Properties, Inc. (including, as required by context, National Healthcare Properties Operating Partnership, L.P. (the “OP”) and its subsidiaries, the “Company”) is a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company acquires, owns and manages a diversified portfolio of healthcare-related real estate focused on 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 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 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. The Estimated Per-Share NAV published on March 26, 2025 has not been adjusted since publication and will not be adjusted until the Company’s board of directors (the “Board”) determines a new Estimated Per-Share NAV. The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually unless the Company lists its common stock. Internalization On September 27, 2024, the 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. F-9 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Note 2 — Summary of Significant Accounting Policies Basis of Accounting 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”). Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Revenue Recognition 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. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. 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 F-10 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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, 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. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. 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. 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. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In allocating the fair value to any assumed or issued non-controlling interests, amounts are recorded at their fair value at the close of business on the acquisition date. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. 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. 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 F-11 Table of Contents 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. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, market rental rates, discount rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. 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. Accounting for Leases Lessor Accounting 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. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As 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. 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 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 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 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 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 F-12 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 rates. 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, 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. 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 Cash and cash equivalents includes cash in bank accounts as well as investments in highly liquid money market funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit. 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: (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. F-13 Table of Contents 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. 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. 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. 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. Income Taxes 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. Subsidiaries that elect to be treated as TRS are subject to U.S. federal, state and local income taxes. 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. 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. 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 F-14 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Net loss per basic share of common stock is calculated by dividing net loss by the weighted-average number of shares (retroactively adjusted for the stock dividends and the Reverse Stock Split) of common stock issued and outstanding during such period. Diluted net loss per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period. 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 Adopted 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 November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities (PBEs) to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) : Clarifying the Effective Date , to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact these ASUs will have on its disclosures. 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): F-15 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Year ended December 31, 2024 Real estate investments, at cost: Land $ 1,266 Buildings, fixtures and improvements 9,302 Total tangible assets 10,568 Acquired intangibles: In-place leases and other intangible assets (1) 2,388 Market lease and other intangible assets (1) 150 Total intangible assets and liabilities 2,538 Mortgage notes payable assumed, net ( 7,500 ) Cash paid for real estate investments, including acquisitions $ 5,606 __________ (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. Significant Tenants 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: December 31, State 2025 2024 2023 Florida 22.3 % 21.2 % 19.9 % Pennsylvania 11.2 % 11.6 % 10.6 % Iowa 11.0 % * * Georgia 10.6 % 10.4 % * __________ * Not greater than 10%. Intangible Assets and Liabilities Acquired intangible assets and liabilities consisted of the following as of the periods presented (dollars in thousands): December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period Intangible assets: 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: Below-market lease intangible liabilities $ 19,626 $ 14,775 $ 4,851 6.4 years $ 22,789 $ 16,664 $ 6,125 6.9 years F-16 Table of Contents 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, 2025 2024 2023 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) 2,473 176 159 __________ (1) Reflected within depreciation and amortization expense. (2) Reflected within revenue from tenants. (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 (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 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 Dispositions Year Ended December 31, 2025 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, 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 net gain on sale of $ 9.3 million. Year Ended December 31, 2023 During the year ended December 31, 2023, the Company disposed of four SHOPs and one OMF for an aggregate contract sales price of $ 13.8 million, which resulted in an aggregate net loss on sale of $ 0.3 million. Impairment Charges The following table presents impairment charges by segment for the periods presented (dollars in thousands): Year ended December 31, 2025 2024 2023 SHOP $ 37,882 $ 13,643 $ 2,122 OMF 7,032 11,238 2,554 Total impairment charges $ 44,914 $ 24,881 $ 4,676 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. F-17 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 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 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. Future Base Rent Payments 2026 $ 89,638 2027 82,049 2028 71,094 2029 62,817 2030 57,680 Thereafter 229,283 $ 592,561 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, F-18 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 $ 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 2027 941 81 2028 668 83 2029 599 85 2030 602 87 Thereafter 18,440 5,759 Total minimum lease payments 22,221 6,174 Less: 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. F-19 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 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 ( 1,595 ) — 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. F-20 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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. 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 F-21 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 Term Loan Revolving Facility Total 2026 $ 893 $ 334,739 $ — $ — $ 335,632 2027 922 — — — 922 2028 86,722 — 150,000 186,000 422,722 2029 982 — — — 982 2030 1,013 — — — 1,013 Thereafter 284,948 — — — 284,948 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) 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 12 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 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 F-22 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 Pay Rate Effective Date Maturity Date Fair value as of December 31, 2025 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 (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 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 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 Number of Instruments Notional Amount (1) Fair Value Number of Instruments Notional Amount (1) Fair Value Interest rate caps (2) 6 $ 337,999 $ 569 8 $ 369,218 $ 2,554 __________ (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. F-23 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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. 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 Common Stock 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 Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $ 1.84375 per share each year, which is equivalent to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. 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. 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. Series A Preferred Units In September 2021, the Company partially funded the purchase of an OMF from an unaffiliated third party by causing the OP to issue 100,000 partnership units in the OP designated as “Series A Preferred Units”. These were recorded at fair value on the date of the acquisition at $ 2.6 million and were included as part of the consideration paid for the acquisition. Additionally, these are considered a non-controlling interest for the Company and were recorded as an increase in non-controlling interests on the consolidated balance sheets. Series B Preferred Stock 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. The Series B Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. 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. 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. F-24 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Distributions and Dividends Common Stock 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) January 3, 2023 January 18, 2023 0.014167 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 0.015179 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 23,464 Other comprehensive income, before reclassifications 8,716 Gain reclassified from accumulated other comprehensive income ( 15,540 ) Balance, December 31, 2024 16,640 Other comprehensive income, before reclassifications ( 665 ) Gain reclassified from accumulated other comprehensive income ( 10,371 ) Balance, December 31, 2025 $ 5,604 Note 9 — Fair Value of Financial Instruments 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, 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. F-25 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 Level 2 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: Description Valuation Technique Unobservable Inputs Range 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. 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. F-26 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 as follows (dollars in thousands): December 31, 2025 December 31, 2024 Level Carrying Amount Fair Value Carrying Amount Fair Value 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 — — Total debt 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 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. F-27 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Summary of fees, expenses and related payables 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, Incurred Incurred 2024 Non-recurring fees and reimbursements: Acquisition cost reimbursements $ 20 $ 32 $ — Ongoing fees and reimbursements: Asset management fees 16,374 21,831 — Professional fees and other reimbursements (1) 10,589 10,595 — Property management fees 3,584 4,135 — Termination fees (including the Promissory Note) (2) 106,650 — 30,267 Total related party operation fees and reimbursements $ 137,217 $ 36,593 $ 30,267 __________ (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) 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. F-28 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 160 $ 32.15 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. F-29 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Significant components of the provision (benefit) for income taxes are as follows (dollars in thousands): Year ended December 31, 2025 2024 2023 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 187 390 470 Deferred rent 297 330 229 Other 5 — — Total deferred tax assets 12,419 10,798 8,254 Less: Valuation allowance for deferred tax assets ( 12,182 ) ( 10,471 ) ( 8,074 ) Net deferred tax assets 237 327 180 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 Federal $ — State and local 10 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 F-30 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 by jurisdiction threshold, and, as such, no further disaggregation is disclosed. Tax Filings 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 sheets is comprised of the following (dollars in thousands): Balance as of December 31, 2025 2024 Series A Preferred Units held by third parties $ 2,578 $ 2,578 Common OP Units held by third parties 1,883 2,212 Total Non-controlling Interests in the OP 4,461 4,790 Non-controlling interests in property owning subsidiaries — 775 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 (dollars in thousands): Year ended December 31, 2025 2024 2023 Income attributable to Series A Preferred Units held by third parties $ ( 184 ) $ ( 184 ) $ ( 185 ) Loss attributable to Common OP Units held by third parties 248 837 317 Net loss attributable to non-controlling interests in the OP 64 653 132 Income attributable to non-controlling interests in property-owning subsidiaries — ( 86 ) ( 50 ) Net loss attributable to non-controlling interests $ 64 $ 567 $ 82 Non-Controlling Interests in the OP 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. Series A Preferred Units The Company is the sole general partner and holds substantially all of the Series A Preferred Units (except as discussed below). All common and preferred units in the OP held by the Company are eliminated in consolidation. In September 2021, the Company partially funded the purchase of 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. After holding the Series A Preferred Units for a period of one year , a holder of Series A Preferred Units has the right to redeem Series A Preferred Units for, at the option of the OP, the corresponding number of shares of the Company’s Series A Preferred Stock, or the cash equivalent. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. During 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. 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 F-31 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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. After holding the Common OP Units for a period of one year , a holder of Common OP Units has the right to redeem Common OP Units for, at the option of the OP, the corresponding number of shares of the Company’s common stock, as retroactively adjusted for the stock dividends, other stock dividends and other similar events, or the cash equivalent. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. During the years ended December 31, 2025 and 2024, Common OP Unit non-controlling interest holders were no t paid any cash distributions. Stock dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted. The 405,998 Common OP Units outstanding as of December 31, 2025 would be redeemable for 124,161 shares of common stock, giving effect to adjustments for the impact of the stock dividends through January 2024 and the Reverse Stock Split. Non-Controlling Interests in Property Owning Subsidiaries The Company 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. F-32 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 Numerator: Net loss attributable to common stockholders $ ( 71,067 ) $ ( 203,495 ) $ ( 86,097 ) Denominator: Denominator for basic net loss per share — weighted-average shares 28,304 28,286 28,280 Effect of dilutive securities: Unvested restricted shares (1) 16 — 21 Common OP Units (2) 124 124 124 Class B Units (3) 110 110 110 Denominator for diluted net loss per share — weighted-average shares (4) 28,554 28,520 28,535 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 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. There were 405,998 Common OP Units outstanding as of December 31, 2025, 2024 and 2023. (3) Weighted average number of antidilutive Class B Units presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effects of the stock dividends. 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 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 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. F-33 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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 SHOP OMF Total Revenue from tenants $ 225,221 $ 117,058 $ 342,279 Less: Compensation related expenses (1) 107,589 — 107,589 Other segment expenses (2) 75,051 36,258 111,309 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 27,800 Interest expense ( 61,281 ) Interest and other income 272 Loss on non-designated derivatives ( 72 ) 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. F-34 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Year ended December 31, 2024 SHOP OMF Total Revenue from tenants $ 216,477 $ 137,317 $ 353,794 Less: Compensation related expenses (1) 110,389 — 110,389 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 ) Operating fees to related parties ( 19,203 ) Termination fees to related parties ( 106,650 ) Acquisition and transaction related ( 7,949 ) General and administrative ( 22,440 ) Depreciation and amortization ( 84,067 ) Gain on sale of real estate investments 9,307 Interest expense ( 69,447 ) Interest and other income 1,051 Gain on non-designated derivatives 1,544 Gain on extinguishment of debt 392 Loss before income taxes ( 190,001 ) Income tax expense ( 262 ) Net loss ( 190,263 ) Net loss attributable to non-controlling interests 567 Allocation for preferred stock ( 13,799 ) 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. F-35 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Year ended December 31, 2023 SHOP OMF Total Revenue from tenants $ 210,476 $ 135,449 $ 345,925 Less: Property operating and maintenance Less: Compensation related expenses (1) 109,281 — 109,281 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 ( 322 ) Interest expense ( 66,078 ) Interest and other income 734 Loss on non-designated derivatives ( 1,995 ) 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, 2025 2024 2023 OMF $ 16,495 $ 8,967 $ 10,467 SHOP 12,231 12,941 14,832 Total capital expenditures $ 28,726 $ 21,908 $ 25,299 F-36 Table of Contents NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 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. 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 In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of December 31, 2025, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. 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 Company’s consolidated financial statements . F-37 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) Initial Costs Subsequent to Acquisition Property Segment State Acquisition Date Encumbrances Land Building and Improvements Land Building and Improvements (8) Gross Amount (1)(2) 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 St. 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 (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 F-38 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) Initial Costs Subsequent to Acquisition Property Segment State Acquisition Date Encumbrances Land Building and Improvements Land Building and Improvements (8) Gross Amount (1)(2) 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 F-39 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) Initial Costs Subsequent to Acquisition Property Segment State Acquisition Date Encumbrances Land Building and Improvements Land Building and Improvements (8) Gross Amount (1)(2) 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, 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 F-40 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) Initial Costs Subsequent to Acquisition Property Segment State Acquisition Date Encumbrances Land Building and Improvements Land Building and Improvements (8) Gross Amount (1)(2) 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 St. Francis WI OMF - St. 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 St. Peters Albany 2 Palisades - Albany, NY OMF NY Jun-21 2,468 516 4,342 — 498 5,356 813 St. Peters Troy 2 New Hampshire - Troy, NY OMF NY Jun-21 1,049 330 2,444 — 313 3,087 422 F-41 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) Initial Costs Subsequent to Acquisition Property Segment State Acquisition Date Encumbrances Land Building and Improvements Land Building and Improvements (8) Gross Amount (1)(2) 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 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) 334,739 Credit Facilities 336,000 Total $ 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, 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 Secured Debt, which had $ 199.9 million of outstanding borrowings as of December 31, 2025. F-42 Table of Contents National Healthcare Properties, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2025 (In thousands) (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): December 31, 2025 2024 2023 Real estate investments, at cost (1) : Balance at beginning of year $ 2,210,350 $ 2,333,393 $ 2,295,587 Additions-acquisitions and capital expenditures 26,058 28,742 56,977 Disposals, impairments and reclasses (2) ( 272,927 ) ( 151,785 ) ( 19,171 ) Balance at end of the year $ 1,963,481 $ 2,210,350 $ 2,333,393 Accumulated depreciation (1) : Balance at beginning of year $ 496,758 $ 458,010 $ 397,982 Depreciation expense 56,715 63,851 64,445 Disposals, impairments and reclasses (2) ( 68,423 ) ( 25,103 ) ( 4,417 ) Balance at end of the year $ 485,050 $ 496,758 $ 458,010 __________ (1) Acquired intangible lease assets and related accumulated depreciation are not reflected in the table above. (2) Includes amounts relating to dispositions and impairment charges on assets for the years ended December 31, 2025, 2024 and 2023. F-43