NHP 8-K
National Healthcare Properties, Inc. (NHP)
8-K
2026-07-10
For: 2026-07-07
View Original
Added on
July 10, 2026
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): July 7, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
__________________________________________________________________________________________________________________________________________________________________________
(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 | ||||||||||||
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 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2026, National Healthcare Properties, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Company’s executive employment agreement (the “Employment Agreement”) with the Company’s Chief Executive Officer and President, Michael Anderson.
The Amendment extended the term of the Employment Agreement from September 27, 2027 to September 27, 2030 and also provided that at the end of such term, the Employment Agreement will be automatically extended for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days’ prior to the applicable term date. The Amendment did not alter any other provisions of the Employment Agreement, the material compensatory terms of which are disclosed in the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2026, which description is incorporated by reference in this Item 5.02 of this Current Report on Form 8-K.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL HEALTHCARE PROPERTIES, INC. | ||||||||
Date: July 10, 2026 | By: | /s/ Andrew T. Babin | ||||||
Andrew T. Babin Chief Financial Officer and Treasurer | ||||||||
Execution Version
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment (this “Amendment”) to that certain Employment Agreement (the “Employment Agreement”), dated as of September 25, 2024, by and between National Healthcare Properties, Inc. (formerly known as Healthcare Trust, Inc.), a Maryland corporation and real estate investment trust (the “Company”), and Michael Anderson (“Executive”), is entered into as of July 7, 2026 (the “Amendment Effective Date”). Any terms used but not defined herein shall have the same meaning as in the Employment Agreement.
WHEREAS, the Employment Agreement provides that the Employment Agreement and Executive’s employment shall be effective as of the Effective Date and shall continue in full force and effect thereafter until the third anniversary of the Effective Date (the “Initial Term”), and may be extended, by written agreement between the Company and Executive, for additional renewal terms (each, a “Renewal Term”) as mutually agreed between the parties;
WHEREAS, the Company and Executive desire to extend the Initial Term of the Employment Agreement for three years and thereafter permit the Initial Term and any Renewal Term to automatically renew unless notice of nonrenewal is provided by the Company or Executive; and
WHEREAS, the Company and Executive desire to amend the Employment Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.Amendment Effective Date. This Amendment shall be effective as of the Amendment Effective Date.
2.Amendment. Effective as of the Amendment Effective Date, Section 2 of the Employment Agreements is hereby deleted in its entirety and replaced with the following:
“TERM. This Agreement and the Executive’s employment shall be effective as of the Effective Date and shall continue in full force and effect thereafter until September 27, 2030 (the “Initial Term”), unless the Executive’s employment is sooner terminated pursuant to Section 5; provided that, on such ending date of the Initial Term and each annual anniversary thereafter (each, a “Renewal Term”, and the last day of the Initial Term and each such Renewal Term, a “Term Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days’ prior to the applicable Term Date. For purposes of this Agreement (and, for the avoidance of doubt, the non-competition and non-solicitation provisions set
forth in Section 8 below), “Term” shall mean the actual duration of the Executive’s employment hereunder, taking into account any extensions pursuant to this Section 2 or early termination of employment pursuant to Section 5.”
3.Entire Agreement. Except as specifically modified in this Amendment or as previously adjusted and approved by the Compensation Committee pursuant to the terms of the Employment Agreement, all of the terms and conditions of the Employment Agreement shall remain in full force and effect.
4.Governing Law. This Amendment and the performance and enforcement hereof shall be construed and governed in accordance with the laws of the State of New York without regard to any choice of law or conflict of law principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
5.Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[Signature Page to Follow]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
COMPANY: | |||||
| NATIONAL HEALTHCARE PROPERTIES, INC. | |||||
By: /s/ Jie Chai | |||||
Name: Jie Chai | |||||
Title: General Counsel | |||||
EXECUTIVE: | |||||
/s/ Michael Anderson | |||||
Michael Anderson | |||||
[Signature Page for the First Amendment to Employment Agreement]
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