SHOP Same Store Cash NOI increased 13.6% year-over-year
$664 million of 2026 SHOP acquisitions completed or under definitive agreement
SHOP Same Store Cash NOI growth guidance increased by 100bps at its mid-point

NEW YORK, Nov. 04, 2026 (GLOBE NEWSWIRE) -- National Healthcare Properties, Inc. (Nasdaq: NHP) (the “Company”), a self-managed real estate investment trust focused on providing needs-based senior housing to serve a growing elderly population in the United States, today announced results for the quarter ended September 30, 2026.

Michael Anderson, Chief Executive Officer and President, commented, “2026 continues to be a transformational year for the Company, and the third quarter included important milestones in our pursuit of a SHOP-only portfolio and an investment grade balance sheet. During the quarter, we succeeded in strategically increasing our same-store SHOP occupancy to improve our operating position into the fourth quarter, closed on more than $300 million of SHOP acquisitions at attractive yields, and utilized proceeds from our new unsecured term loan and the first tranche of our OMF exit to significantly reduce our secured debt. We enter the fourth quarter with a stronger platform and clear momentum, focused on delivering long-term value for our shareholders.”

Financial Performance and Recent Highlights

• Net income attributable to common stockholders of $0.24 per basic and diluted share. Nareit defined Funds From Operations (“FFO”) of $0.13 per diluted share and Normalized Funds From Operations (“Normalized FFO”) of $0.19 per diluted share.
  • FFO per share decreased 43.5% year-over-year.
  • Normalized FFO per share decreased 29.6% year-over-year.
• Third quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 8.4% year-over-year.
  
  

Senior Housing Operating Portfolio (“SHOP”) Segment:

• Same Store Cash NOI growth was 13.6% year-over-year.
• Same Store average occupancy totaled 86.7%, an increase of 2.2% year-over-year.
• Same Store RevPOR increased 4.0% year-over-year.
• Same Store Cash NOI Margin of 24.3%, an expansion of 1.5% year-over-year.
  
  

Outpatient Medical Facility (“OMF”) Segment:

• Same Store Cash NOI decreased by 0.3% year-over-year.
• Same Store ending occupancy totaled 95.6%, an increase of 0.2% year-over-year.
  
  

Transactional Activity

Acquisitions and Pipeline

During the third quarter, the Company acquired 22 SHOP communities, consisting of 1,381 units, for a total purchase price of $300 million. These acquisitions introduced a new operator relationship with Priority Life Care, which manages three of the communities. The remaining 19 communities are managed by the Company’s existing operating partners. Subsequent to the third quarter, the Company acquired one SHOP community, consisting of 79 units, for a purchase price of $26 million. This community is managed by one of the Company's existing operating partners. Year-to-date, the Company has acquired 25 SHOP communities for approximately $424 million.

The Company currently has signed purchase and sale agreements for approximately $240 million of SHOP acquisitions with estimated weighted average year-one and year-three cap rates of approximately 7.4% and 8.7%, respectively, and an additional approximately $148 million of SHOP acquisitions under non-binding letters of intent. These acquisitions total approximately $388 million and comprise 1,385 primarily assisted living and memory care units. Closing of these acquisitions is subject to continued purchaser due diligence, closing conditions and regulatory approvals as specified in the applicable agreements, and, for acquisitions under non-binding letters of intent, the negotiation and execution of definitive agreements.

Non-Core SHOP Dispositions

In August 2026, the Company completed the sale of one non-core SHOP community in California for approximately $42 million.

In September 2026, the Company entered into a definitive purchase and sale agreement to sell one non-core SHOP community in Michigan for approximately $9 million.

OMF Dispositions

The Company previously announced the sale of 86 OMFs for approximately $528 million. In September 2026, the Company completed the sale of the first 30 OMFs in this portfolio for approximately $198 million. In connection with the sale, the Company repaid in full its Secured Term Loan 1 due 2028 and Secured Term Loan 3 due 2031, totaling $119 million. The remaining 56 OMFs in this portfolio are subject to a $219 million loan assumption and are expected to close in Q4 2026 for $331 million. The Company also entered into a definitive purchase and sale agreement to sell an additional 40 OMFs for approximately $531 million (before transaction expenses, property operating prorations and capital expenditure and other adjustments), and signed a non-binding letter of intent to sell its remaining four OMFs. Inclusive of these transactions, the Company expects to fully exit the OMF segment. There can be no assurance that these pending transactions will close on the terms described, or at all.

Balance Sheet and Capital

As of September 30, 2026, total debt outstanding (net of discounts and unamortized debt issuance costs) was approximately $851.2 million with a weighted average economic interest rate of 5.12% (when giving effect to interest rate hedges and caps) and an average remaining term of 4.9 years.

Net Leverage (Net Debt as of September 30, 2026 to Annualized Adjusted EBITDA for the quarter ended September 30, 2026) improved by 3.3x to 5.5x as of September 30, 2026 from 8.8x as of September 30, 2025.

In August 2026, the Company amended and restated its senior unsecured credit facilities, which provide for, among other things, (i) an increase in total lender commitments from $550 million to $1.2 billion, with the revolving facility increasing from $400 million to $750 million, the term loan increasing from $150 million to $300 million and a new $150 million delayed draw term loan facility being added, (ii) an extension of the maturity of the revolving facility and the term loan (including the delayed draw term loan) to August 2030 and August 2029, respectively, each with extension options that, if fully exercised, would extend the final maturity to August 2031, and (iii) a reduction in the applicable margins for interest rates based on the Company's corporate leverage ratio. In connection with the credit facilities recast, the Company repaid the $332 million outstanding under its Fannie Mae secured debt due to mature in November 2026.

Common and Preferred Stock

Common Stock

On July 1, 2026, the Board of Directors declared a quarterly dividend of $0.075 per share of its common stock (including its Class A Common Stock). The dividend was paid in cash on July 30, 2026 to holders of record as of the close of business on July 15, 2026.

On October 1, 2026, the Board of Directors declared a quarterly dividend of $0.075 per share of its common stock. The dividend was paid in cash on October 16, 2026 to holders of record as of the close of business on October 12, 2026.

On October 19, 2026, all outstanding shares of the Company's Class A common stock converted into the Company's common stock on a one-for-one basis. All shares of common stock became freely tradable on the Nasdaq Global Market on this date. The conversion had no impact on the economic rights of shareholders of shares of Class A common stock and the Company's operations.

Preferred Stock

On September 4, 2026, the Company redeemed all 3,289,061 outstanding shares of its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock.

On October 6, 2026, the Company redeemed all 2,850,427 outstanding shares of its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock.

Each redemption was at $25.00 per share plus accrued and unpaid dividends thereon to, but not including each redemption date. As a result of the redemptions, the Company expects to save approximately $11 million in annual preferred dividends.

Revised Full Year 2026 Guidance

For the full year 2026, the Company is revising certain guidance ranges as follows:

Full Year 2026 Guidance Commentary
The revision in the Company’s guidance is primarily the result of SHOP segment outperformance through the current quarter as well as expectations for the remainder of the year, SHOP acquisitions expected to close during the year, the ongoing and expected disposition of the OMF portfolio and a non-core SHOP asset.

Note: The Company’s 2026 guidance contains forward-looking statements and is based on a number of assumptions and estimates, including those identified later in this press release. These assumptions and estimates are based on existing market conditions, transaction timing and other assumptions for the year ending December 31, 2026; actual results may differ materially.

Supplemental Information

Additional information regarding these results can be found in the Company’s supplemental financial package that will be available on the Investor Relations section of the Company’s website at nhpreit.com.

About National Healthcare Properties

National Healthcare Properties, Inc. (Nasdaq: NHP) is a self-managed real estate investment trust focused on providing needs-based senior housing to serve a growing elderly population in the United States. Additional information about the Company can be found on its website at nhpreit.com.

Investor & Media Contact

Email: ir@nhpreit.com

Forward-Looking Statements

This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical fact) in this press release regarding the Company's prospects, expectations, intentions, plans, financial position, guidance and business strategy may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. Risks and uncertainties, the occurrence of which could adversely affect the Company's business and cause actual results to differ materially from those expressed or implied in the forward-looking statements, include, but are not limited to, the following: changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of the Company's growth strategy, including its ability to successfully identify, complete and integrate new acquisitions; the Company’s ability to complete acquisitions or dispositions on the terms and timing the Company expects, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; the Company's ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid; discovery of previously undetected environmentally hazardous conditions; the Company's ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; system failures, cyber incidents or deficiencies in the Company's cybersecurity systems; the availability of capital on favorable terms, or at all; the Company's ability to remain qualified as a real estate investment trust for U.S. federal income tax purposes; and other risks and uncertainties described in the section titled Risk Factors of the Company's most recent Annual Report on Form 10-K and all other filings with the Securities and Exchange Commission. Cap rates for the Company's acquisition pipeline included in this press release are calculated by dividing the underwritten cash NOI that the Company aims to achieve (some of which are based on preliminary information provided by sellers and certain assumptions applied by the Company) by the total aggregate purchase price, not including certain initial acquisition capital expenditures. The actual stabilized cash NOI yields from the Company’s pipeline may not be consistent with the targeted stabilized cash NOI yield range. Finally, the Company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Financial Statements and Definitions

This press release includes certain non-GAAP financial measures, including Nareit FFO, Normalized FFO, Net Debt, EBITDA, Adjusted EBITDA, NOI, Cash NOI and Same Store Cash NOI. While the Company believes that non-GAAP financial measures are helpful in evaluating its operating performance, the use of non-GAAP financial measures in this press release should not be considered in isolation from, or as an alternative for, a measure of financial or operating performance as defined by GAAP. There are inherent limitations associated with the use of each of these supplemental non-GAAP financial measures as an analytical tool. Additionally, the Company’s computation of non-GAAP financial measures may not be comparable to those reported by other REITs. Definitions of these non-GAAP financial measures and reconciliations to their most directly comparable GAAP measures are provided below.

Nareit FFO​ and Normalized FFO

The Company calculates FFO consistent with the standards established over time by Nareit. Nareit defines FFO as net income or loss (computed in accordance with GAAP), adjusted for (i) real estate-related depreciation and amortization, (ii) impairment charges on depreciable real property, (iii) gains or losses from sales of depreciable real property and (iv) similar adjustments for non-controlling interests and unconsolidated entities.

The Company calculates Normalized FFO by further adjusting FFO to reflect the performance of its portfolio for items it believes are not directly attributable to its operations. The Company's adjustments to FFO to arrive at Normalized FFO include removing the impacts of (i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) severance and other related costs; (iv) mark-to-market gains and losses on non-designated derivatives and amortization related to terminated derivatives; (v) casualty-related charges, net relating to significantly disruptive events that are infrequent in nature; (vi) gains and losses on extinguishment of debt; (vii) similar adjustments for non-controlling interests; and (viii) certain other items set forth in the Normalized FFO reconciliation included therein.

The Company considers FFO and Normalized FFO to be useful supplemental measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and Normalized FFO can help investors compare the Company's operating performance between periods or to other companies (though other companies may calculate these measures differently than the Company does and the value of any such comparison may be limited). While FFO and Normalized FFO are relevant and widely used measures of operating performance of REITs, they do not represent, nor are they meant to replace, cash flows from operations and net income or loss as defined by GAAP, and should not be considered alternatives to those measures in evaluating the Company's liquidity or operating performance. Rather, FFO and Normalized FFO should be reviewed in conjunction with these and other GAAP measurements as an indication of the Company's operational performance and are not necessarily indicative of cash available to fund the Company's future cash requirements, including the Company's ability to pay dividends and other distributions to the Company's stockholders. Additionally, the Company's computation of FFO and Normalized FFO may not be comparable to FFO and Normalized FFO reported by other REITs that do not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition or that interpret the current NAREIT definition or define Normalized FFO differently than the Company does.

Adjusted EBITDA
The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, excluding (i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) impairment charges; (iv) casualty-related charges; (v) gains and losses on sale of real estate investments; (vi) gains and losses on extinguishment of debt; (vii) gains and losses on our derivatives; and (viii) non-cash items such as amortization of intangibles and equity-based compensation. Annualized Adjusted EBITDA means Adjusted EBITDA for the specified quarter, multiplied by four.

Cash NOI and NOI
Cash NOI is defined as NOI excluding non-cash items such as straight-line rent adjustments and amortization of above and below market lease and lease intangibles that are included in GAAP revenue from tenants and property operating and maintenance.

Cash NOI Margin​
For the SHOP segment, Cash NOI divided by revenue from tenants or residents excluding net amortization of above- and below-market lease and lease intangibles.

Net Debt​
Net debt means total debt, net of deferred financing costs, mortgage discounts and premiums less cash and cash equivalents.

Net Debt to Annualized Adjusted EBITDA or Net Leverage​
Net Debt to Annualized Adjusted EBITDA or Net Leverage means Net Debt divided by Annualized Adjusted EBITDA.

Non-Core Properties​
Non-Core properties are assets that have been deemed not essential to generating future economic benefit or value to our day-to-day operations and/or are scheduled to be sold with closing conditions substantially fulfilled.

Leased % or Ending occupancy
Leased % or Ending occupancy for the OMF segment is presented as of the end of the period shown.

Recurring Capital Expenditures
Recurring Capital Expenditures means capital expenditures incurred to maintain the properties in current market condition and which are generally recurring in nature.

Same Store​
Same Store means operational properties owned by the Company for the full duration of the applicable comparative periods and that are not otherwise excluded. Properties are excluded from “same store” if they are (i) Non-Core Properties, (ii) sold, classified as held for sale, or classified as discontinued operations in accordance with GAAP, (iii) impacted by materially disruptive events, or (iv) undergoing, or intended to undergo, significant redevelopment. Redeveloped properties in our OMF segment will be included in Same Store once substantial completion of work has occurred for the full period in the periods presented.

Same Store Cash NOI
Same Store Cash NOI is defined as Cash NOI for our Same Store properties.

(1) 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.

(1) Certain 2025 amounts have been reclassified from general and administrative to property operating and maintenance to align with the current period presentation.

(1) For Q3 2026, includes $1.4 million of amortization reclassified from OCI to earnings (reduced interest expense) from a swap termination. 
(2) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026. 
(3) For Q3 2026, reflects 73,264 common shares and dilutive equity awards and units outstanding as of September 30, 2026, including 355 unvested share-based awards and 234 Common OP units.

(1) Represents cash severance, acceleration of equity vesting and other related expenses in connection with the transition of the chief financial officer role in 2025. 
(2) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026.

(1) Includes $4.3 million of straight-line rent written off in connection with the sale of 30 OMFs in September 2026.
(2) Includes a redevelopment property that is under a definitive purchase and sale agreement.