National Healthcare Properties, Inc.

FALSE 0001561032 0001561032 2026-08-03 2026-08-03 0001561032 us-gaap:CommonClassAMember 2026-08-03 2026-08-03 0001561032 hct:SeriesACumulativeRedeemablePerpetualPreferredStockMember 2026-08-03 2026-08-03 0001561032 hct:SeriesBCumulativeRedeemablePerpetualPreferredStockMember 2026-08-03 2026-08-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2026 National Healthcare Properties, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 001-39153 38-3888962 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 540 Madison Ave. , 27th Floor New York , NY 10022 __________________________________________________________________________________________________________________________________________________________________________ (Address, including zip code, of Principal Executive Offices) Registrant’s telephone number, including area code: ( 332 ) 258-8770 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, $0.01 par value per share NHP The Nasdaq Global Market 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share NHPAP The Nasdaq Global Market 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share NHPBP The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01. Entry into a Material Definitive Agreement. On August 3, 2026, National Healthcare Properties, Inc. (the “Company”), National Healthcare Properties Operating Partnership, L.P. (the “Operating Partnership”), as borrower, entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto. The Credit Agreement amends and restates in its entirety the prior credit agreement, dated as of December 11, 2025 (as amended prior to the date of the Credit Agreement, the “Original Credit Agreement”), by and among the Company, the Operating Partnership, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The $1.2 billion Credit Agreement provides for (i) a $750 million senior unsecured revolving credit facility (the “Revolving Facility”), increased from $400 million under the Original Credit Agreement, (ii) a $300 million senior unsecured term loan facility (the “Term Loan Facility”), increased from $150 million under the Original Credit Agreement, and (iii) a new $150 million senior unsecured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Revolving Facility and the Term Loan Facility, the “Credit Facilities”), which was added to the Credit Agreement. The Credit Agreement also provides that, subject to customary conditions, including obtaining lender commitments and compliance with the financial maintenance covenants under the Credit Agreement, the Operating Partnership may seek to increase the aggregate lending commitments under the Credit Agreement by up to $1.0 billion, which increased from $450 million under the Original Credit Agreement. The Operating Partnership currently expects to use borrowings under the Credit Facilities for general corporate and working capital purposes, which may include repayment of indebtedness, real estate acquisitions, development costs and capital expenditures. Pursuant to the Credit Agreement, the Revolving Facility has an initial maturity date of August 3, 2030. The Term Loan Facility and the Delayed Draw Term Loan Facility have an initial maturity date of August 3, 2029. Each of the Revolving Facility and the Term Loan Facility may be extended, at the Operating Partnership’s option, for up to two additional periods of six months and one year, respectively, in each case subject to customary conditions under the Credit Agreement. Amounts repaid or prepaid under the Term Loan Facility and the Delayed Draw Term Loan Facility may not be reborrowed. The Delayed Draw Term Loan Facility is available to be drawn in up to five borrowings during the period ending approximately nine months following the date of the Credit Agreement, after which any undrawn commitments under the Delayed Draw Term Loan Facility will terminate automatically. The Operating Partnership 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 in respect of SOFR Loans (as defined in the Credit Agreement). The interest rates applicable to loans under the Credit Facilities are, at the Operating Partnership’s option, equal to either (i) a base rate plus an applicable margin or (ii) Term SOFR or Daily Simple SOFR (each as defined in the Credit Agreement) plus an applicable margin. Prior to the satisfaction of certain investment-grade rating requirements and an election by the Operating Partnership (the “Investment Grade Election”), the applicable margin is determined based on the Company’s consolidated leverage ratio, with margins for SOFR Loans ranging from 1.05% to 1.55% per annum for revolving loans and from 1.10% to 1.80% per annum for term loans, and margins for Base Rate Loans (as defined in the Credit Agreement) ranging from 0.05% to 0.55% per annum. Following the Investment Grade Election, the applicable margin will be determined based on the Company’s credit ratings from S&P, Moody’s and/or Fitch, with margins for SOFR Loans ranging from 0.65% to 1.35% per annum for revolving loans and letters of credit and from 0.70% to 1.55% per annum for term loans and delayed draw term loans, and margins for Base Rate Loans ranging from 0.00% to 0.35% per annum for revolving loans and letters of credit and from 0.00% to 0.55% per annum for term loans and delayed draw term loans. In addition, the Operating Partnership will pay a facility fee on the daily amount of the Revolving Facility commitments, regardless of usage, ranging from 0.15% to 0.35% per annum prior to the Investment Grade Election and from 0.10% to 0.30% per annum following the Investment Grade Election, in each case based on the applicable pricing level. A commitment fee of 0.25% per annum will accrue on the undrawn amount of the Delayed Draw Term Loan Facility commencing on the date that is 90 days after the effective date of the Credit Agreement. 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 Operating Partnership