8-K
National Healthcare Properties, Inc. (NHP)
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): November 5, 2025
National Healthcare Properties, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39153 | 38-3888962 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br>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 | | 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 2.02. Results of Operations and Financial Condition.
National Healthcare Properties, Inc. (the “Company”) issued a press release on November 5, 2025 announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1. The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of National Healthcare Properties, Inc. datedNovember5, 2025 |
| 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: November 5, 2025 | By: | /s/ Scott M. Lappetito |
| Scott M. Lappetito<br><br>Chief Financial Officer and Treasurer |
NHP - Q3 2025 Earnings Press Release (Nov. 2025)
National Healthcare Properties Reports Third Quarter 2025 Results
NEW YORK, November 5, 2025 (GLOBE NEWSWIRE) -- National Healthcare Properties, Inc. (Nasdaq: NHPAP /
NHPBP) (the “Company”), a self-managed diversified healthcare real estate investment trust focusing on seniors
housing and outpatient medical facilities, today announced results for the three and nine months ended September
30, 2025.
Michael Anderson, Chief Executive Officer and President, commented, “We are very pleased with the continued
strong momentum of our business across-the-board in the third quarter. The exceptional growth of same store cash
net operating income within the Senior Housing Operating Property segment and the continued durable performance
of the Outpatient Medical Facility segment are laying a solid foundation for our public listing preparation.”
Financial Performance and Other Highlights
•Net loss of $(0.56) per basic and diluted share. Nareit defined Funds from Operations (“FFO”) of $0.23 per
diluted share, and Adjusted Funds from Operations (“AFFO”) of $0.36 per diluted share.
•FFO per share increased 21.1% on a quarter-over-quarter basis.
•AFFO per share increased 12.5% on a quarter-over-quarter basis.
•Third quarter portfolio Same Store Cash Net Operating Income (“NOI”) growth was 12.2% year-over-year.
•Senior Housing Operating Property (“SHOP”) segment Same Store Cash NOI growth was 27.2%.
•Outpatient Medical Facility (“OMF”) segment Same Store Cash NOI growth was 4.7%.
•Third quarter disposition totaled $1.8 million, representing the sale of one non-core SHOP.
Operating Update
SHOP Portfolio
•Year-over-year Same Store Cash NOI growth of 27.2%.
•Quarter-over-quarter Same Store Cash NOI growth of 10.3%.
•Same Store average occupancy totaled 83.7%, an increase of 4.0% on a year-over-year basis.
•Same Store revenue increased 12.0% on a year-over-year basis.
•Same Store Cash NOI Margin totaled 21.5%, an expansion of 2.5% on a year-over-year basis.
OMF Portfolio
•Year-over-year Same Store Cash NOI growth of 4.7%.
•Quarter-over-quarter Same Store Cash NOI decreased by 1.6%.
•Same Store ending occupancy totaled 93.5%, a decrease of 0.4% on a year-over-year basis.
Investment Activity
The Company completed the disposition of one non-core SHOP with a contract sales price of $1.8 million during the
quarter ended September 30, 2025.
Balance Sheet and Capital
As of September 30, 2025, total debt outstanding (net of unamortized debt issuance costs) was $1.0 billion with a
weighted average interest rate of 5.1% (when giving effect to interest rate hedges) and an average remaining term of
3.5 years.
Year-to-date through September 2025, the Company has paid down $83.1 million of debt using proceeds from
dispositions. In April 2025, the Company fully repaid the $21.7 million Capital One OMF Warehouse Facility.
Net Leverage (Net Debt to Annualized Adjusted EBITDA) totaled 8.9x as of September 30, 2025, an improvement
of 0.4x relative to June 30, 2025.
Preferred Stock
On September 19, 2025, the Board of Directors declared dividends on the Company’s outstanding preferred stock as
follows:
•A dividend of $0.4609375 per share on its 7.375% Series A Cumulative Redeemable Perpetual Preferred
Stock to holders of record at the close of business on October 3, 2025. The dividend was paid on
October 15, 2025.
•A dividend of $0.4453125 per share on its 7.125% Series B Cumulative Redeemable Perpetual Preferred
Stock to holders of record at the close of business on October 3, 2025. The dividend was paid on
October 15, 2025.
During the nine months ended September 30, 2025, the Company completed the repurchase of $4.5 million of
previously outstanding shares of preferred stock at a weighted average yield of 11.9%, representing a $9.75 discount
to face value and reducing leverage by $2.9 million.
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 is a self-managed real estate investment trust focusing on seniors housing and
outpatient medical facilities. The Company’s preferred stocks are traded on the Nasdaq Exchange under the tickers
“NHPAP” and “NHPBP”. 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. These forward-looking statements concern and are based upon, among other things, the possible
expansion of the Company’s portfolio; the sale of properties; the performance of its operators/tenants and properties;
its ability to enter into agreements with new viable tenants for vacant space on favorable terms, or at all; its
occupancy rates; its ability to acquire, develop and/or manage properties; its ability to make distributions to
shareholders; its policies and plans regarding investments, financings and other matters; its tax status as a real estate
investment trust; its critical accounting policies; its ability to appropriately balance the use of debt and equity; its
ability to access capital markets or other sources of funds; and its ability to finance and complete, and the effect of,
future acquisitions. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”
“anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking
statements are not guarantees of future performance and involve risks and uncertainties. The Company’s expected
results may not be achieved, and actual results may differ materially from expectations. This may be a result of
various factors, including, but not limited, the risks and uncertainties described in the section titled Risk Factors of
its most recent Annual Report on Form 10-K for the year ended December 31, 2024 and all other filings with the
Securities and Exchange Commission. 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 FFO, AFFO, 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 AFFO
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 AFFO 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 AFFO include
removing the impacts of (i) acquisition and transaction related costs, (ii) amortization of market-lease intangible
assets and liabilities, (iii) adjustments for straight-line rent, (iv) termination fees to related parties, (v) equity-based
compensation expense, (vi) depreciation and amortization related to non-real estate related assets, (vii) mark-to-
market gains and losses from its non-designated derivatives, (viii) non-cash components of interest expense, (ix)
casualty-related charges, (x) gains or losses on extinguishment of debt and (xi) similar adjustments for non-
controlling interests and unconsolidated entities.
The Company considers FFO and AFFO to be useful supplemental measures for reviewing comparative operating
and financial performance because, by excluding the applicable items listed below, FFO and AFFO can help
investors compare its operating performance between periods or as compared to other REITs.
Adjusted EBITDA
The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, excluding
acquisition and transaction related costs, termination fees to related parties, interest and other income, amortization
of market-lease intangible assets and liabilities and other non-cash items including equity-based compensation,
impairment charges, casualty-related charges, gains and losses on sale of real estate investments, gains or losses on
extinguishment of debt and gains and losses on derivative investments.
Cash NOI and NOI
The Company defines NOI as total revenues from tenants less property operating costs. The Company defines Cash
NOI as NOI excluding net amortization of above/below market lease and lease intangibles and straight-line rent
adjustments 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 excluding net amortization of above/below
market lease and lease intangibles.
Net Debt
Total gross debt less cash and cash equivalents.
Net Debt to Annualized Adjusted EBITDA or Net Leverage
Net Debt divided by Annualized Adjusted EBITDA (annualized based on Adjusted EBITDA for the quarter
multiplied by four).
Non-Core Properties
Assets that have been deemed not essential to generating future economic benefit or value to the Company’s day-to-
day operations and/or are scheduled to be sold.
Occupancy or Leased %
Occupancy for the OMF segment is presented as of the end of the period shown; occupancy for the SHOP segment
is presented for the duration of the period shown.
Same Store
The Company defines “same store” as operational properties owned for the full duration of the comparative periods
and that are not otherwise excluded. Properties are excluded from same store if they are (i) Non-Core Properties (as
defined above), (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 the OMF segment will be included in same store once substantial
completion of work has occurred for the full period in the periods presented.
NATIONAL HEALTHCARE PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
|---|---|---|---|---|---|
| ASSETS | |||||
| Real estate investments, at cost: | |||||
| Land | $176,510 | $177,999 | $182,662 | $190,082 | $198,124 |
| Buildings, fixtures and improvements | 1,795,014 | 1,804,274 | 1,837,150 | 2,012,401 | 2,051,313 |
| Acquired intangible assets | 248,061 | 249,941 | 256,440 | 284,447 | 290,408 |
| Construction in progress | $2,535 | $4,126 | $9,558 | $7,867 | $3,930 |
| Total real estate investments, at cost | 2,222,120 | 2,236,340 | 2,285,810 | 2,494,797 | 2,543,775 |
| Less: accumulated depreciation and amortization | (681,847) | (671,070) | (670,907) | (725,831) | (724,985) |
| Total real estate investments, net | 1,540,273 | 1,565,270 | 1,614,903 | 1,768,966 | 1,818,790 |
| Assets held for sale | 6,215 | 1,725 | — | — | — |
| Cash and cash equivalents | 47,059 | 47,123 | 71,383 | 21,652 | 32,858 |
| Restricted cash | 55,477 | 56,047 | 55,025 | 52,443 | 52,054 |
| Derivative assets, at fair value | 8,415 | 11,208 | 13,281 | 19,206 | 17,177 |
| Straight-line rent receivable, net | 21,069 | 20,315 | 19,967 | 22,841 | 23,056 |
| Operating lease right-of-use assets | 7,280 | 6,841 | 6,879 | 7,480 | 7,553 |
| Prepaid expenses and other assets | 24,972 | 22,591 | 23,721 | 26,316 | 23,706 |
| Accounts receivable, net | 10,242 | 9,311 | 8,096 | 5,850 | 5,238 |
| Deferred costs, net | 18,055 | 18,465 | 18,630 | 21,269 | 17,238 |
| Total assets | 1,739,057 | 1,758,896 | 1,831,885 | 1,946,023 | 1,997,670 |
| LIABILITIES AND EQUITY | |||||
| Mortgage notes payable, net | $696,806 | $696,508 | $711,065 | $779,160 | $816,988 |
| Fannie Mae Secured Debt | 336,181 | 337,624 | 360,774 | 362,216 | 363,659 |
| Market lease intangible liabilities, net | 5,114 | 5,380 | 5,691 | 6,125 | 6,910 |
| Derivative liabilities, at fair value | — | — | — | — | — |
| Accounts payable and accrued expenses | 46,440 | 46,322 | 54,649 | 89,575 | 84,472 |
| Operating lease liabilities | 8,266 | 7,801 | 7,815 | 8,109 | 8,122 |
| Deferred rent | 10,230 | 9,347 | 8,275 | 7,217 | 5,717 |
| Distributions payable | 3,372 | 3,432 | 3,496 | 3,496 | 3,496 |
| Total liabilities | 1,106,409 | 1,106,414 | 1,151,765 | 1,255,898 | 1,289,364 |
| Stockholders’ Equity | |||||
| 7.375% Series A cumulative redeemable perpetual<br><br>preferred stock, $0.01 par value, 4,740,000 authorized | 38 | 40 | 40 | 40 | 40 |
| 7.125% Series B cumulative redeemable perpetual<br><br>preferred stock, $0.01 par value, 3,680,000 authorized | 35 | 35 | 36 | 36 | 36 |
| Common stock, $0.01 par value, 300,000,000 shares<br><br>authorized | 1,132 | 1,132 | 1,132 | 1,132 | 1,132 |
| Additional paid-in capital | 2,530,535 | 2,532,585 | 2,533,737 | 2,533,706 | 2,533,697 |
| Accumulated other comprehensive income | 7,560 | 9,441 | 11,646 | 16,640 | 14,301 |
| Distributions in excess of accumulated earnings | (1,912,081) | (1,896,200) | (1,872,012) | (1,866,994) | (1,846,558) |
| Total stockholders’ equity | 627,219 | 647,033 | 674,579 | 684,560 | 702,648 |
| Non-controlling interests | 5,429 | 5,449 | 5,541 | 5,565 | 5,658 |
| Total equity | 632,648 | 652,482 | 680,120 | 690,125 | 708,306 |
| Total liabilities and equity | $1,739,057 | $1,758,896 | $1,831,885 | $1,946,023 | $1,997,670 |
NATIONAL HEALTHCARE PROPERTIES, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
| Revenue from tenants | $86,026 | $85,332 | $86,443 | $87,738 | $88,940 |
| Operating expenses: | |||||
| Property operating and maintenance | 53,845 | 54,179 | 57,856 | 54,895 | 56,407 |
| Impairment charges | 6,641 | 15,212 | 11,899 | 13,383 | 8,829 |
| Operating fees to related parties | — | — | — | 22 | 6,391 |
| Termination fees to related parties | — | — | — | — | 8,409 |
| Acquisition and transaction related | 91 | 497 | 51 | 2,263 | 5,187 |
| General and administrative | 5,671 | 5,075 | 4,896 | 5,502 | 5,502 |
| Depreciation and amortization | 18,029 | 18,539 | 23,706 | 20,681 | 20,720 |
| Total expenses | 84,277 | 93,502 | 98,408 | 96,746 | 111,445 |
| Operating loss before gain on sale of real estate<br><br>investments | 1,749 | (8,170) | (11,965) | (9,008) | (22,505) |
| Gain on sale of real estate investments | 626 | 2,652 | 24,989 | 7,953 | 1,579 |
| Operating (loss) income | 2,375 | (5,518) | 13,024 | (1,055) | (20,926) |
| Other income (expense): | |||||
| Interest expense | (15,060) | (15,836) | (14,529) | (17,305) | (18,007) |
| Interest and other income (expense) | 294 | 231 | (15) | (26) | 548 |
| Gain on extinguishment of debt | — | 257 | — | 392 | — |
| Gain (loss) on non-designated derivatives | (77) | 32 | (1) | 1,095 | (2,384) |
| Total other expenses, net | (14,843) | (15,316) | (14,545) | (15,844) | (19,843) |
| Loss before income taxes | (12,468) | (20,834) | (1,521) | (16,899) | (40,769) |
| Income tax expense (benefit) | (66) | — | 6 | (127) | — |
| Net loss | (12,534) | (20,834) | (1,515) | (17,026) | (40,769) |
| Net loss (income) attributable to non-controlling interests | (21) | 31 | (54) | 38 | 77 |
| Allocation for preferred stock | (3,326) | (3,386) | (3,450) | (3,449) | (3,450) |
| Net loss attributable to common stockholders | (15,881) | (24,189) | (5,019) | (20,437) | (44,142) |
| Other comprehensive loss: | |||||
| Unrealized (loss) gain on designated derivatives | (1,881) | (2,205) | (4,994) | 2,339 | (10,167) |
| Comprehensive loss attributable to common stockholders | $(17,762) | $(26,394) | $(10,013) | $(18,098) | $(54,309) |
| Weighted-average shares outstanding — Basic and Diluted | 28,296,919 | 28,296,439 | 28,296,439 | 28,296,439 | 28,291,594 |
| Net loss per share attributable to common stockholders —<br><br>Basic and Diluted | $(0.56) | $(0.85) | $(0.18) | $(0.72) | $(1.56) |
(1) See the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Part I - Note 2 "Summary of Significant Accounting
Policies" for additional details on reclassifications.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
| OMFs: | |||||
| Revenue from tenants | $29,022 | $29,252 | $30,635 | $33,744 | $34,303 |
| Property operating and maintenance | (8,391) | (8,342) | (11,485) | (9,422) | (10,656) |
| OMF segment net operating income | $20,631 | $20,910 | $19,150 | $24,322 | $23,647 |
| SHOPs: | |||||
| Revenue from tenants | $57,004 | $56,078 | $55,808 | $53,994 | $54,637 |
| Property operating and maintenance | (45,454) | (45,835) | (46,371) | (45,473) | (45,751) |
| SHOP segment net operating income | $11,550 | $10,243 | $9,437 | $8,521 | $8,886 |
| Net operating income (NOI) | $32,181 | $31,153 | $28,587 | $32,843 | $32,533 |
| Impairment charges | (6,641) | (15,212) | (11,899) | (13,383) | (8,829) |
| Operating fees to related parties | — | — | — | (22) | (6,391) |
| Termination fees to related parties | — | — | — | — | (8,409) |
| Acquisition and transaction related | (91) | (497) | (51) | (2,263) | (5,187) |
| General and administrative | (5,671) | (5,075) | (4,896) | (5,502) | (5,502) |
| Depreciation and amortization | (18,029) | (18,539) | (23,706) | (20,681) | (20,720) |
| Gain on sale of real estate investments | 626 | 2,652 | 24,989 | 7,953 | 1,579 |
| Interest expense | (15,060) | (15,836) | (14,529) | (17,305) | (18,007) |
| Interest and other income (expense) | 294 | 231 | (15) | (26) | 548 |
| Gain (loss) on non-designated derivatives | (77) | 32 | (1) | 1,095 | (2,384) |
| Gain on extinguishment of debt | — | 257 | — | 392 | — |
| Income tax (expense) benefit | (66) | — | 6 | (127) | — |
| Net loss (income) attributable to non-controlling interests | (21) | 31 | (54) | 38 | 77 |
| Preferred stock dividends | (3,326) | (3,386) | (3,450) | (3,449) | (3,450) |
| Net loss attributable to common stockholders (in<br><br>accordance with GAAP) | $(15,881) | $(24,189) | $(5,019) | $(20,437) | $(44,142) |
(1) See the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Part I - Note 2 "Summary of Significant Accounting
Policies" for additional details on reclassifications.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
| Net loss attributable to common stockholders (in<br><br>accordance with GAAP) | $(15,881) | $(24,189) | $(5,019) | $(20,437) | $(44,142) |
| Depreciation and amortization on real estate assets | 16,647 | 17,127 | 22,281 | 19,287 | 19,293 |
| Impairment charges | 6,641 | 15,212 | 11,899 | 13,383 | 8,829 |
| Gain on sale of real estate | (626) | (2,652) | (24,989) | (7,953) | (1,579) |
| Adjustments for non-controlling interests | (73) | (146) | (56) | (181) | (64) |
| FFO (as defined by NAREIT) attributable to common<br><br>stockholders | 6,708 | 5,352 | 4,116 | 4,099 | (17,663) |
| Amortization (accretion) of market lease and other<br><br>intangibles, net | (174) | (135) | 2,331 | (606) | (134) |
| Straight-line rent adjustments | (753) | (635) | (1,023) | (434) | (458) |
| Acquisition and transaction related(1) | 91 | 497 | 51 | 2,263 | 5,187 |
| Termination fees to related parties(2) | — | — | — | — | 8,409 |
| Equity-based compensation | 1,333 | 570 | — | — | 153 |
| Depreciation and amortization on non-real estate assets | 1,382 | 1,411 | 1,425 | 1,394 | 1,427 |
| Mark-to-market (gains)/losses from derivatives(3) | 911 | 813 | 931 | 310 | 4,224 |
| Non-cash components of interest expense(4) | 761 | 1,481 | 858 | 879 | 880 |
| Adjustments for non-controlling interests | (10) | (13) | (19) | — | (91) |
| Gain on extinguishment of debt | — | (257) | — | (392) | — |
| Casualty-related charges(5) | 115 | 7 | 115 | 412 | 2 |
| AFFO | $10,364 | $9,091 | $8,785 | $7,925 | $1,936 |
| Percentage increase Q3 2025 vs Q2 2025 | 14.0% | ||||
| Percentage increase Q3 2025 vs Q3 2024 | 435.3% | ||||
| Recurring Capital Expenditures | $4,452 | $10,571 | $6,658 | $10,570 | $5,917 |
| FFO and AFFO Weighted-average shares outstanding —<br><br>Diluted | 28,549,088 | 28,533,395 | 28,530,465 | 28,530,264 | 28,525,620 |
| FFO per common share — Diluted | $0.23 | $0.19 | $0.14 | $0.14 | $(0.62) |
| AFFO per common share — Diluted | $0.36 | $0.32 | $0.31 | $0.28 | $0.07 |
(1) Includes certain advisory, legal, accounting, information technology, tax and other professional expenses and other non-recurring employee
transition expenses that were directly related to the Company's internalization and the reverse stock split.
(2) Represents the closing payments paid in connection with the Company's internalization.
(3) Presented as total gains or losses from the Company's non-designated derivatives net of cash received.
(4) Non-cash components of interest expense include (i) deferred financing cost amortization, (ii) mortgage discount and premium amortization and
(iii) amortized gains or losses from terminated hedging instruments.
(5) Includes labor, supplies and evacuation expenses from natural disasters not covered by insurance.
(6) See the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Part I - Note 2 "Summary of Significant Accounting
Policies" for additional details on reclassifications.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| Amounts in thousands | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 |
| Net loss (in accordance with GAAP) | $(12,534) | $(20,834) | $(1,515) | $(17,025) | $(40,771) |
| Interest expense | 15,060 | 15,836 | 14,529 | 17,305 | 18,007 |
| Income tax expense | 66 | — | (6) | 127 | — |
| Depreciation and amortization | 18,029 | 18,539 | 23,706 | 20,681 | 20,720 |
| EBITDA | 20,621 | 13,541 | 36,714 | 21,088 | (2,044) |
| Acquisition and transaction related | 91 | 497 | 51 | 2,263 | 5,187 |
| Termination fees to related parties | — | — | — | — | 8,409 |
| Equity-based compensation | 1,333 | 570 | — | — | 153 |
| Impairment charges | 6,641 | 15,212 | 11,899 | 13,383 | 8,829 |
| (Gain)/loss on sale of real estate investments | (626) | (2,652) | (24,989) | (7,953) | (1,579) |
| (Gain)/loss on non-designated derivatives | 77 | (32) | 1 | (1,095) | 2,384 |
| Gain on extinguishment of debt | — | (257) | — | (392) | — |
| Amortization (accretion) of market lease and other<br><br>intangibles, net | (174) | (135) | 2,331 | (606) | (135) |
| Casualty-related charges | 115 | 7 | 115 | 412 | 2 |
| Adjusted EBITDA | 28,078 | 26,751 | 26,122 | 27,100 | 21,206 |
| Operating fees to related parties | — | — | — | 22 | 6,391 |
| General and administrative | 4,338 | 4,505 | 4,896 | 5,502 | 5,349 |
| Interest and other income | (294) | (231) | 15 | 25 | (546) |
| Amortization (accretion) of market lease and other<br><br>intangibles, net | 174 | 135 | (2,331) | 606 | 135 |
| Casualty-related charges | (115) | (7) | (115) | (412) | (2) |
| NOI | 32,181 | 31,153 | 28,587 | 32,843 | 32,533 |
| Adjustments for straight-line rent | (753) | (634) | (1,021) | (435) | (458) |
| Accretion of market lease and other intangibles, net | (174) | (135) | 2,331 | (605) | (133) |
| Cash NOI | $31,254 | $30,384 | $29,897 | $31,803 | $31,942 |
| Dispositions | 299 | 502 | (758) | (3,241) | (3,496) |
| Redevelopment | 85 | 99 | 160 | (196) | (196) |
| Non-Core Properties | 297 | 158 | 229 | 252 | 220 |
| Same-store Cash NOI | $31,935 | $31,143 | $29,528 | $28,618 | $28,470 |
| Percentage increase Q3 2025 vs Q2 2025 | 2.5% | ||||
| Percentage increase Q3 2025 vs Q3 2024 | 12.2% |
(1) See the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Part I - Note 2 "Summary of Significant Accounting
Policies" for additional details on reclassifications.
NATIONAL HEALTHCARE PROPERTIES, INC.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(In thousands, except share, per share, and property data)
(Unaudited)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
| OMF segment - revenue from tenants | $29,022 | $29,252 | $30,635 | $33,744 | $34,303 |
| OMF segment - property operating and maintenance | (8,391) | (8,342) | (11,485) | (9,422) | (10,656) |
| OMF segment NOI | $20,631 | $20,910 | $19,150 | $24,322 | $23,647 |
| Straight line rent adjustments | (754) | (634) | (1,021) | (437) | (460) |
| Accretion of market lease and other intangibles, net | (164) | (167) | 2,335 | (541) | (131) |
| OMF segment cash NOI | $19,713 | $20,109 | $20,464 | $23,344 | $23,056 |
| Dispositions | 36 | (51) | (1,456) | (3,798) | (3,852) |
| Redevelopment | 85 | 99 | 160 | (196) | (196) |
| Non-Core properties | 94 | 103 | 76 | 50 | 26 |
| OMF segment same store cash NOI | $19,928 | $20,260 | $19,244 | $19,400 | $19,034 |
| Percentage increase Q3 2025 vs Q2 2025 | (1.6)% | ||||
| Percentage increase Q3 2025 vs Q3 2024 | 4.7% | ||||
| Three Months Ended | |||||
| --- | --- | --- | --- | --- | --- |
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |
| SHOP segment - revenue from tenants | $57,004 | $56,081 | $55,808 | $53,994 | $54,637 |
| SHOP segment - property operating and maintenance | (45,454) | (45,836) | (46,371) | (45,472) | (45,751) |
| SHOP segment NOI | $11,550 | $10,245 | $9,437 | $8,522 | $8,886 |
| Non-cash adjustments | (9) | 30 | (4) | (63) | — |
| SHOP segment cash NOI | $11,541 | $10,275 | $9,433 | $8,459 | $8,886 |
| Dispositions | 263 | 553 | 698 | 557 | 356 |
| Non-Core properties | 203 | 55 | 153 | 202 | 194 |
| SHOP segment same store Cash NOI | $12,007 | $10,883 | $10,284 | $9,218 | $9,436 |
| Percentage increase Q3 2025 vs Q2 2025 | 10.3% | ||||
| Percentage increase Q3 2025 vs Q3 2024 | 27.2% | ||||
| For the three months ended September 30, 2025 | |||||
| --- | --- | --- | |||
| OMF | SHOP | ||||
| Total properties as of June 30, 2025 | 133 | 42 | |||
| Dispositions | — | (1) | |||
| Total properties as of September 30, 2025 | 133 | 41 | |||
| Non-Core properties | (3) | (3) | |||
| Redevelopments | (1) | — | |||
| Same store properties as of September 30, 2025 | 129 | 38 |
(1) See the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, Part I - Note 2 "Summary of Significant Accounting
Policies" for additional details on reclassifications.