Financial Performance - The Company reported a net loss of $(0.56) per basic and diluted share, with Nareit defined Funds from Operations (FFO) of $0.23 per diluted share, and Adjusted Funds from Operations (AFFO) of $0.36 per diluted share[5]. - The net loss attributable to common stockholders for Q3 2025 was $15,881,000, compared to a net loss of $24,189,000 in Q2 2025, indicating an improvement of 34.5%[29]. - The company reported a comprehensive loss attributable to common stockholders of $17,762,000 for Q3 2025, compared to $26,394,000 in Q2 2025, indicating a decrease of 32.9%[28]. - The company reported an operating income of $2,375,000 for Q3 2025, recovering from an operating loss of $5,518,000 in Q2 2025[28]. - Funds from Operations (FFO) attributable to common stockholders increased to $6,708,000 in Q3 2025, up 25.3% from $5,352,000 in Q2 2025[34]. - Adjusted Funds from Operations (AFFO) reached $10,364,000 in Q3 2025, representing a 14.0% increase compared to $9,091,000 in Q2 2025[34]. Revenue and Occupancy - Same Store revenue increased by 12.0% year-over-year[5]. - Same Store Cash Net Operating Income (NOI) growth was 12.2% year-over-year, with the Senior Housing Operating Property (SHOP) segment experiencing a 27.2% increase[5]. - Same Store average occupancy increased to 83.7%, up 4.0% year-over-year[5]. - Revenue from tenants for Q3 2025 was $86,026,000, a slight increase from $85,332,000 in Q2 2025[28]. - SHOP segment revenue from tenants increased to $57,004,000 in Q3 2025, up 1.6% from $56,081,000 in Q2 2025[40]. - OMF segment NOI for Q3 2025 was $20,631,000, a slight decrease of 1.3% from $20,910,000 in Q2 2025[40]. Expenses and Liabilities - Total expenses for Q3 2025 were $84,277,000, down from $93,502,000 in Q2 2025, representing a decrease of approximately 9.5%[28]. - The interest expense for Q3 2025 was $15,060,000, slightly lower than $15,836,000 in Q2 2025, showing a decrease of approximately 4.9%[28]. - The total liabilities stood at $1,106,409,000 as of the latest reporting period, consistent with the previous quarter[26]. - As of September 30, 2025, total debt outstanding was $1.0 billion with a weighted average interest rate of 5.1%[4]. - Year-to-date through September 2025, the Company paid down $83.1 million of debt using proceeds from dispositions[4]. Impairment and Equity - Impairment charges in Q3 2025 were $6,641,000, significantly lower than $15,212,000 in Q2 2025, showing a reduction of 56.3%[28]. - The total stockholders' equity increased to $627,219,000 from $647,033,000 in the prior quarter, reflecting a decrease of approximately 3.1%[26]. Dividends and Future Outlook - The Company declared dividends on its preferred stock, including $0.4609375 per share on its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock[12]. - The Company has a solid foundation for public listing preparation, driven by strong performance across its segments[2]. Property and Segment Information - The total number of properties in the OMF segment remained stable at 133 as of September 30, 2025, while the SHOP segment decreased to 41 properties[41]. - The Company completed the disposition of one non-core SHOP for a contract sales price of $1.8 million during the quarter[3].

Property Ownership and Operations - As of September 30, 2025, the company owned 174 properties, comprising 7.3 million rentable square feet across 30 states[248]. - The total gross asset value of the company was $2.2 billion as of September 30, 2025[257]. - The average occupancy rate for the SHOP segment improved to 83.2% in 2025 from 77.5% in 2024[263]. - The company internalized its advisory and property management functions on September 27, 2024, transitioning to a dedicated workforce[249]. Financial Performance - For the three months ended September 30, 2025, net loss attributable to common stockholders was $15.9 million, a decrease of 64% from $44.1 million in the same period of 2024[260]. - Revenue from tenants for the OMF segment decreased by 15.4% to $29.0 million for the three months ended September 30, 2025, compared to $34.3 million in 2024[261]. - The SHOP segment reported a 4.3% increase in revenue from tenants, reaching $57.0 million for the three months ended September 30, 2025, up from $54.6 million in 2024[263]. - The OMF segment's net operating income (NOI) decreased by 12.8% to $20.6 million for the three months ended September 30, 2025, compared to $23.6 million in 2024[261]. - SHOP segment NOI increased due to occupancy gains and lower insurance expenses, partially offset by property dispositions[265]. - Net loss attributable to common stockholders was $45.1 million for the nine months ended September 30, 2025, down from $183.1 million in 2024[283]. - Revenue from tenants in the SHOP segment increased by 3.9% to $168.9 million for the nine months ended September 30, 2025[286]. Expenses and Charges - Total expenses for the three months ended September 30, 2025, were $84.3 million, down from $111.4 million in 2024, reflecting a decrease of $27.2 million[260]. - Impairment charges recorded were $6.6 million for Q3 2025, compared to $8.8 million for Q3 2024[266]. - Operating fees to related parties were eliminated in Q3 2025 due to Internalization, resulting in a decrease from $6.4 million in Q3 2024[269]. - Acquisition and transaction related expenses decreased by $5.1 million to $0.1 million in Q3 2025 from $5.2 million in Q3 2024[271]. - General and administrative expenses increased by $0.2 million to $5.7 million in Q3 2025, primarily due to stock-based compensation[272]. - Depreciation and amortization expenses decreased by $2.7 million to $18.0 million in Q3 2025, attributed to property dispositions[274]. - Interest expense decreased by $2.9 million to $15.1 million in Q3 2025, mainly due to lower average indebtedness[276]. - General and administrative expenses decreased by $1.3 million to $15.6 million for the nine months ended September 30, 2025, from $16.9 million in 2024[294]. - Depreciation and amortization expenses decreased by $3.1 million to $60.3 million for the nine months ended September 30, 2025, compared to $63.4 million in 2024[295]. - Interest expense decreased by $6.7 million to $45.4 million for the nine months ended September 30, 2025, from $52.1 million in 2024[298]. Cash Flows and Distributions - Cash flows provided by operating activities increased by $83.3 million during the nine months ended September 30, 2025, compared to the same period in 2024[306]. - Cash flows provided by investing activities increased by $14.6 million during the nine months ended September 30, 2025, primarily due to proceeds from the sale of 15 held-for-use OMFs and four held-for-use SHOPs[307]. - Total cash distributions for the three months ended September 30, 2025, were $3,374,000, with a total of $10,301,000 for the year-to-date[345]. - Cash flows used in operations for the nine months ended September 30, 2025, were $3.0 million, indicating insufficient cash generation to fund current dividend rates[347]. - The company funded distributions to holders of Series A and B Preferred Stock and Series A Preferred Units primarily with available cash on hand[347]. - The ability to pay distributions depends on increasing cash generated from property operations, which is subject to various risks[348]. Stock Repurchase and Dividends - The Board authorized a stock repurchase program for up to $50.0 million of Series A and Series B Preferred Stock, with no stated expiration date[330]. - In Q3 2025, the company repurchased 74,713 shares of Series A Preferred Stock at an average price of $16.10 and 97,670 shares of Series B Preferred Stock at an average price of $16.03[331]. - For the nine months ended September 30, 2025, the company repurchased 131,629 shares of Series A Preferred Stock at an average price of $15.39 and 163,883 shares of Series B Preferred Stock at an average price of $15.14[331]. - The company declared quarterly distributions of $1.84375 per share for Series A Preferred Stock and $1.78125 per share for Series B Preferred Stock, equivalent to 7.375% and 7.125% per annum, respectively[340]. - Since mid-2020, the company has not paid cash dividends on common stock but issued stock dividends until January 2024[341]. - The Board may reduce or suspend dividend payments based on various factors, including financial condition and capital expenditure requirements[342]. - No cash distributions were made to common stockholders or other units in Q3 2025[344]. Market and Economic Conditions - As of September 30, 2025, the 12-month Consumer Price Index increased by 3.0%, impacting lease agreements without indexed escalation provisions[350]. - Most leases in the OMF segment contain rent escalation provisions, but these rates are generally below current inflation rates[350]. - Increased operating costs under net leases could adversely affect tenants' ability to pay rent, impacting the company's revenue[351]. - Leases at SHOPs do not typically have rent escalations, but the company can renew leases at market rates due to their short-term nature[352]. - There has been no material change in the company's exposure to market risk during the nine months ended September 30, 2025[354].

Financial Performance - The Company reported a net loss of $(0.85) per basic and diluted share, with Nareit defined Funds from Operations (FFO) of $0.19 per diluted share, and Adjusted Funds from Operations (AFFO) of $0.32 per diluted share[6]. - The net loss attributable to common stockholders for Q2 2025 was $24,189,000, compared to a net loss of $5,019,000 in Q1 2025, indicating a significant increase in losses[33]. - The comprehensive loss attributable to common stockholders for Q2 2025 was $26,394,000, compared to $10,013,000 in Q1 2025, indicating a worsening of financial performance[31]. - The company reported a net loss per share attributable to common stockholders of $0.85 for Q2 2025, compared to $0.18 in Q1 2025[31]. - Net loss attributable to common stockholders for Q2 2025 was $(24,189) thousand, compared to $(5,019) thousand in Q1 2025, reflecting a significant increase in losses[35]. - The company reported an operating loss before gain on sale of real estate of $8,170,000 for Q2 2025, an improvement from a loss of $11,965,000 in Q1 2025[30]. - The company’s EBITDA for Q2 2025 was $13,541 thousand, a decrease from $36,714 thousand in Q1 2025[38]. Revenue and Income - Same Store revenue increased by 11.8% year-over-year, with Same Store Cash NOI Margin expanding by 0.9% to 19.5%[6]. - Revenue from tenants for Q2 2025 was $85,332,000, a decrease of 1.3% from Q1 2025's $86,443,000[30]. - Net Operating Income (NOI) for Q2 2025 was $31,484 thousand, up from $28,903 thousand in Q1 2025, representing an increase of 5.5%[38]. - Same Store Cash Net Operating Income (NOI) growth was 8.5% year-over-year, with the Senior Housing Operating Property (SHOP) segment showing a growth of 17.3%[6]. Expenses and Liabilities - Total expenses for Q2 2025 were $93,502,000, down from $98,408,000 in Q1 2025, reflecting a reduction of 5.8%[30]. - The total liabilities increased to $1,350,792,000 in Q2 2025 from $1,289,364,000 in Q1 2025, marking a rise of 4.8%[28]. - The company reported impairment charges for Q2 2025 of $15,212,000, up from $11,899,000 in Q1 2025, representing a 27.5% increase[33]. Equity and Debt - Total stockholders' equity rose to $756,745,000 in Q2 2025, up from $702,648,000 in Q1 2025, reflecting a growth of 7.7%[28]. - The total equity increased to $762,587,000 in Q2 2025 from $708,306,000 in Q1 2025, showing a growth of 7.7%[28]. - As of June 30, 2025, total debt outstanding was $1.0 billion with a weighted average interest rate of 5.1% and an average remaining term of 3.7 years[5]. - Year-to-date through June 2025, the Company paid down $83.1 million of debt using proceeds from dispositions[5]. Operational Highlights - Same Store average occupancy increased to 82.8%, up 5.0% year-over-year[6]. - FFO per share increased by 35.7% quarter-over-quarter, while AFFO per share increased by 3.2% quarter-over-quarter[6]. - The Company completed dispositions totaling $21.4 million during the quarter, resulting in a net gain of $2.7 million[4]. - The Company repurchased $1.8 million of preferred stock at a weighted average yield of 12.8%, reducing leverage by $1.3 million[7]. - The company recorded a gain on the sale of real estate of $(2,652) thousand in Q2 2025, compared to a loss of $(24,989) thousand in Q1 2025[38]. - OMF Segment Cash NOI for Q2 2025 was $20,440 thousand, a decrease from $20,780 thousand in Q1 2025, while SHOP Segment Cash NOI increased by 6.6% to $10,275 thousand[40]. - Total properties in the OMF segment decreased from 136 to 133, while SHOP segment properties decreased from 45 to 42 as of June 30, 2025[41]. Future Outlook - The Company is preparing for an eventual public listing, supported by strong operational performance across its portfolio[2].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-39153 National Healthcare Properties, Inc. (Exact name of registrant as specified in its charter) | Marylan ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements.](index=3&type=section&id=Item%201.%20Financial%20Statements.) Unaudited consolidated financial statements for Q1 2025 and Q4 2024, including balance sheets, operations, equity, cash flows, and notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20and%20December%2031%2C%202024%20%28Unaudited%29) Consolidated Balance Sheet Highlights (In thousands) | Item | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Total real estate investments, net | $1,614,903 | $1,768,966 | | Cash and cash equivalents | $71,383 | $21,652 | | Total assets | $1,831,885 | $1,946,023 | | Mortgage notes payable, net | $711,065 | $779,160 | | Credit facilities | $360,774 | $362,216 | | Total liabilities | $1,151,765 | $1,255,898 | | Total equity | $680,120 | $690,125 | - Total assets decreased by approximately **$114.1 million** from December 31, 2024, to March 31, 2025, primarily driven by a reduction in real estate investments, net[8](index=8&type=chunk) - Cash and cash equivalents significantly increased from **$21.7 million** at December 31, 2024, to **$71.4 million** at March 31, 2025[8](index=8&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) Consolidated Statements of Operations Highlights (In thousands, except per share data) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Revenue from tenants | $86,443 | $88,299 | | Total expenses | $98,408 | $89,419 | | Operating income (loss) | $13,024 | $(1,120) | | Gain on sale of real estate investments | $24,989 | $— | | Impairment charges | $11,899 | $260 | | Operating fees to related parties | $— | $6,366 | | Net loss attributable to common stockholders | $(5,019) | $(19,000) | | Net loss per share attributable to common stockholders | $(0.18) | $(0.67) | - Net loss attributable to common stockholders significantly improved from **$(19.0) million** in Q1 2024 to **$(5.0) million** in Q1 2025[10](index=10&type=chunk) - The company recorded a **$25.0 million** gain on the sale of real estate investments in Q1 2025, compared to **$0** in Q1 2024[10](index=10&type=chunk) - Operating fees to related parties were eliminated in Q1 2025 due to the Internalization, down from **$6.4 million** in Q1 2024[10](index=10&type=chunk) [Consolidated Statements of Changes in Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) Consolidated Statements of Changes in Equity Highlights (In thousands) | Item | Balance, December 31, 2024 | Balance, March 31, 2025 | | :----------------------------------- | :------------------------- | :---------------------- | | Total Stockholders' Equity | $684,560 | $674,579 | | Total Equity | $690,125 | $680,120 | - Total stockholders' equity decreased by approximately **$10.0 million** from December 31, 2024, to March 31, 2025[14](index=14&type=chunk) - Key factors for the decrease include distributions declared on Series A and Series B Preferred Stock (**$1.8 million** and **$1.6 million**, respectively) and an unrealized loss on designated derivatives (**$5.0 million**)[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024%20%28Unaudited%29) Consolidated Statements of Cash Flows Highlights (In thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash (used in) provided by operating activities | $(21,229) | $2,543 | | Net cash provided by (used in) investing activities | $78,043 | $(12,216) | | Net cash used in financing activities | $(4,501) | $(5,229) | | Net change in cash, cash equivalents and restricted cash | $52,313 | $(14,902) | | Cash, cash equivalents and restricted cash, end of period | $126,408 | $76,414 | - Net cash used in operating activities was **$(21.2) million** in Q1 2025, a decrease from **$2.5 million** provided in Q1 2024, primarily due to the repayment of a **$30.3 million** promissory note[17](index=17&type=chunk)[263](index=263&type=chunk) - Net cash provided by investing activities significantly increased to **$78.0 million** in Q1 2025 from **$(12.2) million** used in Q1 2024, driven by proceeds from real estate sales[17](index=17&type=chunk)[264](index=264&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28Unaudited%29) [Note 1 — Organization](index=10&type=section&id=Note%201%20%E2%80%94%20Organization) - Company operates as a REIT, owning and managing **181** healthcare-related properties (OMFs and SHOPs) across **30** states, totaling **7.6 million** rentable square feet as of March 31, 2025[23](index=23&type=chunk)[24](index=24&type=chunk)[27](index=27&type=chunk)[228](index=228&type=chunk) - Completed internalization of management on September 27, 2024, terminating prior advisory arrangements and bringing property management in-house[25](index=25&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[229](index=229&type=chunk)[233](index=233&type=chunk) - Effected a one-for-four reverse stock split on September 30, 2024, and changed its name to 'National Healthcare Properties, Inc.' from 'Healthcare Trust, Inc.'[35](index=35&type=chunk)[37](index=37&type=chunk)[234](index=234&type=chunk) - Published a new Estimated Per-Share NAV of **$32.15** as of December 31, 2024, on March 26, 2025[29](index=29&type=chunk)[232](index=232&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - Adopted ASU 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures, retrospectively, requiring incremental disclosures for reportable segments[77](index=77&type=chunk) - Revenue from OMFs is recognized on a straight-line basis over the lease term, while SHOP revenue is recognized as earned, primarily month-to-month[43](index=43&type=chunk)[44](index=44&type=chunk) - Maintains a **100%** valuation allowance of **$11.1 million** on deferred tax assets as of March 31, 2025, due to historical operating losses of its TRS and adverse economic impacts on SHOP assets[76](index=76&type=chunk) [Note 3 — Real Estate Investments, Net](index=18&type=section&id=Note%203%20%E2%80%94%20Real%20Estate%20Investments%2C%20Net) - No properties acquired during the three months ended March 31, 2025; four properties acquired in the same period of 2024[82](index=82&type=chunk)[83](index=83&type=chunk) - Disposed of **12** held-for-use OMFs in Q1 2025 for **$168.4 million**, resulting in a **$25.0 million** gain on sale[89](index=89&type=chunk)[254](index=254&type=chunk) Impairment Charges by Segment (Three Months Ended March 31) | (In thousands) | 2025 | 2024 | | :--- | :--- | :--- | | OMF | $747 | $— | | SHOP | $11,152 | $260 | | **Total impairment charges** | **$11,899** | **$260** | - As of March 31, 2025, Florida (**22.1%**), Georgia (**11.1%**), and Pennsylvania (**10.7%**) represented significant concentrations of annualized rental income[86](index=86&type=chunk) [Note 4 — Mortgage Notes Payable, Net](index=21&type=section&id=Note%204%20%E2%80%94%20Mortgage%20Notes%20Payable%2C%20Net) Mortgage Notes Payable, Net (In thousands) | Item | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Gross mortgage notes payable | $721,040 | $789,647 | | Deferred financing costs, net | $(8,812) | $(9,304) | | Mortgage premiums and discounts, net | $(1,163) | $(1,183) | | **Mortgage notes payable, net** | **$711,065** | **$779,160** | - Weighted-average effective interest rate for gross mortgage notes payable was **4.63%** as of March 31, 2025 (**4.56%** as of December 31, 2024)[98](index=98&type=chunk) - Debt paydowns related to dispositions totaled **$33.7 million** on Capital One OMF Loan, **$20.0 million** on Multi-Property CMBS Loan, and **$14.7 million** on Barclays OMF Loan[102](index=102&type=chunk) [Note 5 — Credit Facilities](index=22&type=section&id=Note%205%20%E2%80%94%20Credit%20Facilities) Credit Facilities Outstanding (In thousands) | Item | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Fannie Mae Master Credit Facilities | $339,066 | $340,508 | | OMF Warehouse Facility | $21,708 | $21,708 | | **Total Credit Facilities** | **$360,774** | **$362,216** | - Weighted-average effective interest rate for credit facilities was **6.93%** as of March 31, 2025 (**7.23%** as of December 31, 2024)[104](index=104&type=chunk) - OMF Warehouse Facility, with **$21.7 million** outstanding, was repaid in full and terminated in April 2025[106](index=106&type=chunk)[113](index=113&type=chunk)[223](index=223&type=chunk) - Had **eight** non-designated interest rate cap agreements with an aggregate notional amount of **$369.2 million**, capping one-month SOFR at **3.50%** through January 2027[114](index=114&type=chunk)[140](index=140&type=chunk)[280](index=280&type=chunk) [Note 6 — Fair Value of Financial Instruments](index=24&type=section&id=Note%206%20%E2%80%94%20Fair%20Value%20of%20Financial%20Instruments) - Derivative assets are classified as Level 2 in the fair value hierarchy, as credit valuation adjustments are not significant to the overall valuation[119](index=119&type=chunk)[124](index=124&type=chunk) Derivative Assets at Fair Value (In thousands) | Item | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Derivative assets, at fair value (non-designated) | $1,623 | $2,554 | | Derivative assets, at fair value (designated) | $11,658 | $16,652 | | **Total** | **$13,281** | **$19,206** | - Impairment charges were recorded for **three** held-for-use properties (**two** SHOPs, **one** OMF) to reduce carrying value to contractual sales price, as they are being marketed for sale[126](index=126&type=chunk) [Note 7 — Derivatives and Hedging Activities](index=26&type=section&id=Note%207%20%E2%80%94%20Derivatives%20and%20Hedging%20Activities) - **One** derivative with a notional value of **$330.2 million** (March 31, 2025) is designated as a cash flow hedge of interest rate risk, maturing December 2026[136](index=136&type=chunk) - Received **$1.5 million** in Q1 2025 from the partial unwind of a derivative, accelerating reclassification of gains from AOCI to earnings, reducing interest expense[138](index=138&type=chunk)[255](index=255&type=chunk) - **Eight** non-designated interest rate caps with an aggregate notional amount of **$369.2 million** limit one-month SOFR to **3.50%** through January 2027[140](index=140&type=chunk)[141](index=141&type=chunk)[280](index=280&type=chunk) Gain (Loss) on Interest Rate Derivatives Designated as Cash Flow Hedges (In thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Amount of (loss) gain recognized in accumulated other comprehensive income on interest rate derivatives | $(1,200) | $7,047 | | Amount of gain reclassified from accumulated other comprehensive income into income as interest expense | $3,794 | $4,767 | [Note 8 — Stockholders' Equity](index=28&type=section&id=Note%208%20%E2%80%94%20Stockholders%27%20Equity) - **28,296,439** shares of common stock outstanding as of March 31, 2025 and December 31, 2024[151](index=151&type=chunk) - Share repurchase program (SRP) remains suspended since August 2020[152](index=152&type=chunk) - Outstanding preferred stock: **3,977,144** Series A shares and **3,630,000** Series B shares as of March 31, 2025[157](index=157&type=chunk) - Company has not declared a quarterly stock dividend since January 2024 and does not intend to declare any further stock dividends[159](index=159&type=chunk)[231](index=231&type=chunk)[296](index=296&type=chunk) [Note 9 — Related Party Transactions and Arrangements](index=29&type=section&id=Note%209%20%E2%80%94%20Related%20Party%20Transactions%20and%20Arrangements) - Internalization on September 27, 2024, terminated advisory agreement, eliminating asset management and property management fees to former Advisor and affiliates[160](index=160&type=chunk)[166](index=166&type=chunk)[233](index=233&type=chunk)[249](index=249&type=chunk)[271](index=271&type=chunk) Related Party Operation Fees and Reimbursements (Incurred, In thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Acquisition cost reimbursements | $— | $20 | | Asset management fees | $— | $5,458 | | Professional fees and other reimbursements | $— | $3,958 | | Property management fees | $— | $1,470 | | **Total related party operation fees and reimbursements** | **$—** | **$10,906** | - The **$30.3 million** Promissory Note issued to the Advisor Parent in connection with the Internalization was repaid in full in January 2025[34](index=34&type=chunk)[171](index=171&type=chunk)[263](index=263&type=chunk) [Note 10 — Economic Dependency](index=32&type=section&id=Note%2010%20%E2%80%94%20Economic%20Dependency) - Prior to the Internalization, the Company was dependent on its former Advisor and affiliates for essential services including asset management, property management, and administrative responsibilities[179](index=179&type=chunk) [Note 11 — Equity-Based Compensation](index=32&type=section&id=Note%2011%20%E2%80%94%20Equity-Based%20Compensation) - Restricted Share Plan (RSP) expired in February 2023; no unvested shares or unrecognized compensation cost as of March 31, 2025[180](index=180&type=chunk) - Compensation expense related to restricted shares was **$0.2 million** for the three months ended March 31, 2024, and **$0** for 2025[180](index=180&type=chunk) [Note 12 — Accumulated Other Comprehensive Income](index=32&type=section&id=Note%2012%20%E2%80%94%20Accumulated%20Other%20Comprehensive%20Income) Changes in Accumulated Other Comprehensive Income (In thousands) | Item | Unrealized Gain on Designated Derivative | | :-------------------------------------------------------------------------------- | :--------------------------------------- | | Balance, December 31, 2024 | $16,640 | | Amount of gain recognized in accumulated other comprehensive income on interest rate derivatives | $(1,200) | | Amount of gain reclassified from accumulated other comprehensive income | $(3,794) | | **Balance, March 31, 2025** | **$11,646** | [Note 13 — Non-controlling Interests](index=33&type=section&id=Note%2013%20%E2%80%94%20Non-controlling%20Interests) Non-controlling Interests Breakdown (In thousands) | Item | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Series A Preferred Units held by third parties | $2,578 | $2,578 | | Common OP Units held by third parties | $2,172 | $2,212 | | Non-controlling Interests in property owning subsidiaries | $791 | $775 | | **Total Non-controlling interests** | **$5,541** | **$5,565** | Net Loss Attributable to Non-controlling Interests (In thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to non-controlling interests | $(54) | $— | [Note 14 — Net Loss Per Share](index=34&type=section&id=Note%2014%20%E2%80%94%20Net%20Loss%20Per%20Share) Net Loss Per Share Attributable to Common Stockholders (In thousands, except per share data) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to common stockholders | $(5,019) | $(19,000) | | Basic and diluted weighted-average shares outstanding | 28,296,439 | 28,287,140 | | **Basic and diluted net loss per share** | **$(0.18)** | **$(0.67)** | Weighted Average Antidilutive Common Stock Equivalents | Item | 2025 | 2024 | | :------------------------------------------ | :--- | :--- | | Unvested restricted shares | — | 13,103 | | Common OP Units | 124,161 | 124,161 | | Class B Units | 109,865 | 109,865 | | **Total weighted average antidilutive common stock equivalents** | **234,026** | **247,129** | [Note 15 — Segment Reporting](index=35&type=section&id=Note%2015%20%E2%80%94%20Segment%20Reporting) - Company's Chief Executive Officer serves as the Chief Operating Decision Maker (CODM), evaluating performance and allocating resources based on OMF and SHOP segments[203](index=203&type=chunk)[204](index=204&type=chunk) Net Operating Income (NOI) by Segment (Three Months Ended March 31, In thousands) | Segment | 2025 | 2024 | | :----------------------------------- | :--- | :--- | | OMFs NOI | $19,466 | $24,899 | | SHOPs NOI | $9,437 | $8,255 | | **Total NOI** | **$28,903** | **$33,154** | - OMF NOI decreased by **21.8%** primarily due to the disposition of **24** OMFs subsequent to March 31, 2024[243](index=243&type=chunk) - SHOP NOI increased by **14.3%** due to positive trends in revenue from occupancy gains and continued expense management, partially offset by disposition of **two** SHOPs[246](index=246&type=chunk) [Note 16 — Commitments and Contingencies](index=38&type=section&id=Note%2016%20%E2%80%94%20Commitments%20and%20Contingencies) - As of March 31, 2025, the Company had **$6.9 million** in operating lease right-of-use (ROU) assets and **$7.8 million** in operating lease liabilities[216](index=216&type=chunk) - Ground operating leases have a weighted-average remaining lease term of **29.6 years** and a weighted-average discount rate of **7.35%** as of March 31, 2025[217](index=217&type=chunk) - No material legal or regulatory proceedings pending or known to be contemplated against the Company[218](index=218&type=chunk)[312](index=312&type=chunk) [Note 17 — Subsequent Events](index=39&type=section&id=Note%2017%20%E2%80%94%20Subsequent%20Events) - Disposed of **one** OMF and **three** SHOPs for an aggregate contract sales price of **$9.1 million** subsequent to March 31, 2025[222](index=222&type=chunk)[284](index=284&type=chunk) - Repaid in full and terminated the OMF Warehouse Facility (**$21.7 million**) and **two** related interest rate caps in April 2025[223](index=223&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Analyzes Q1 2025 financial condition and results, including segment performance, cash flow, liquidity, and non-GAAP measures [Overview](index=40&type=section&id=Overview) - Company is a REIT owning **181** healthcare-related properties (OMFs and SHOPs) across **30** states, totaling **7.6 million** rentable square feet as of March 31, 2025[228](index=228&type=chunk)[237](index=237&type=chunk) - Internalized advisory and property management functions on September 27, 2024, eliminating related party fees[229](index=229&type=chunk)[233](index=233&type=chunk) - Effected a one-for-four reverse stock split on September 30, 2024[234](index=234&type=chunk) - Published a new Estimated Per-Share NAV of **$32.15** as of December 31, 2024, on March 26, 2025[232](index=232&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Key Financial Results (Three Months Ended March 31, In thousands) | Item | 2025 | 2024 | Increase (Decrease) | | :----------------------------------- | :--- | :--- | :---------------- | | Revenue from tenants | $86,443 | $88,299 | $(1,856) | | Total expenses | $98,408 | $89,419 | $8,989 | | Operating income (loss) | $13,024 | $(1,120) | $14,144 | | Net loss attributable to common stockholders | $(5,019) | $(19,000) | $13,981 | - Net loss attributable to common stockholders decreased by **$13.98 million**, from **$(19.0) million** in Q1 2024 to **$(5.0) million** in Q1 2025[241](index=241&type=chunk) - Gain on sale of real estate investments was **$25.0 million** in Q1 2025, compared to **$0** in Q1 2024[241](index=241&type=chunk)[254](index=254&type=chunk) - Operating fees to related parties decreased by **$6.4 million** to **$0** in Q1 2025 due to the Internalization[241](index=241&type=chunk)[250](index=250&type=chunk) - Impairment charges increased to **$11.9 million** in Q1 2025 from **$0.3 million** in Q1 2024[241](index=241&type=chunk)[248](index=248&type=chunk) [Segment Results — Outpatient Medical Facilities](index=43&type=section&id=Segment%20Results%20%E2%80%94%20Outpatient%20Medical%20Facilities) OMF Segment Performance (Three Months Ended March 31, In thousands) | Item | 2025 | 2024 | Increase (Decrease) to NOI | | :----------------------------------- | :--- | :--- | :---------------- | | Revenue from tenants | $30,635 | $34,599 | $(3,964) | | Less: Property operating and maintenance | $11,169 | $9,700 | $1,469 | | **NOI** | **$19,466** | **$24,899** | **$(5,433)** | - OMF NOI decreased by **21.8%** (**$5.4 million**) primarily due to the disposition of **24** OMFs subsequent to March 31, 2024[243](index=243&type=chunk) [Segment Results — Seniors Housing Operating Properties](index=43&type=section&id=Segment%20Results%20%E2%80%94%20Seniors%20Housing%20Operating%20Properties) SHOP Segment Performance (Three Months Ended March 31, In thousands) | Item | 2025 | 2024 | Increase (Decrease) to NOI | | :----------------------------------- | :--- | :--- | :---------------- | | Revenue from tenants | $55,808 | $53,700 | $2,108 | | Less: Property operating and maintenance | $46,371 | $45,445 | $926 | | **NOI** | **$9,437** | **$8,255** | **$1,182** | - SHOP NOI increased by **14.3%** (**$1.2 million**) primarily due to positive trends in revenue from occupancy gains and continued expense management, partially offset by the disposition of **two** SHOPs[246](index=246&type=chunk) - Occupancy for the SHOP segment increased from **75.6%** in Q1 2024 to **78.8%** in Q1 2025[244](index=244&type=chunk) [Cash Flows](index=45&type=section&id=Cash%20Flows) Cash Flow Summary (Three Months Ended March 31, In thousands) | Item | 2025 | 2024 | Increase (Decrease) | | :------------------------------------------ | :--- | :--- | :---------------- | | Net cash (used in) provided by operating activities | $(21,229) | $2,543 | $(23,772) | | Net cash provided by (used in) investing activities | $78,043 | $(12,216) | $90,259 | | Net cash used in financing activities | $(4,501) | $(5,229) | $728 | | **Net change in cash, cash equivalents and restricted cash** | **$52,313** | **$(14,902)** | **$67,215** | - Operating cash flow decreased by **$23.8 million**, primarily due to the full repayment of a **$30.3 million** promissory note in January 2025[263](index=263&type=chunk) - Investing cash flow increased by **$90.3 million**, driven by proceeds from the sale of **12** OMFs in Q1 2025[264](index=264&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) - Believes it has sufficient current liquidity to meet financial obligations for at least the next twelve months[266](index=266&type=chunk) - Cash and cash equivalents were **$71.4 million** as of March 31, 2025[269](index=269&type=chunk) - Total debt leverage ratio was approximately **44.6%** as of March 31, 2025 (total debt of **$1.1 billion** divided by total gross asset value of **$2.3 billion**)[272](index=272&type=chunk) - Total gross borrowings were **$1.1 billion** at a weighted-average interest rate of **5.40%** (**5.1%** inclusive of non-designated interest rate caps) and a weighted-average remaining term of **3.9 years**[273](index=273&type=chunk) - Board authorized a **$50.0 million** stock repurchase program for Series A and Series B Preferred Stock on May 2, 2025[285](index=285&type=chunk) [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) - FFO and AFFO are used as supplemental non-GAAP measures to evaluate operating performance, excluding items like depreciation, impairment, and gains/losses from real estate sales[287](index=287&type=chunk)[289](index=289&type=chunk)[291](index=291&type=chunk) FFO and AFFO Attributable to Stockholders (Three Months Ended March 31, In thousands) | Item | 2025 | 2024 | | :----------------------------------- | :--- | :--- | | Net loss attributable to common stockholders (GAAP) | $(5,019) | $(19,000) | | FFO (as defined by NAREIT) attributable to stockholders | $4,116 | $907 | | **AFFO attributable to stockholders** | **$8,785** | **$1,505** | - AFFO attributable to stockholders increased significantly to **$8.8 million** in Q1 2025 from **$1.5 million** in Q1 2024[293](index=293&type=chunk) [Dividends and Other Distributions](index=49&type=section&id=Dividends%20and%20Other%20Distributions) - Quarterly distributions on Series A Preferred Stock are **$0.460938 per share** (**7.375% per annum**) and on Series B Preferred Stock are **$0.445313 per share** (**7.125% per annum**)[295](index=295&type=chunk) - No cash dividends paid on common stock since mid-2020; stock dividends were issued from October 2020 until January 2024, with no further stock dividends intended[296](index=296&type=chunk) Source of Distribution Coverage (Three Months Ended March 31, 2025, In thousands) | Item | Amounts | Percentage of Distributions | | :----------------------------------- | :--- | :--- | | Distributions to holders of Series A Preferred Stock | $1,834 | 52.4% | | Distributions to holders of Series B Preferred Stock | $1,616 | 46.2% | | Distributions paid to holders of Series A Preferred Units | $47 | 1.4% | | **Total cash distributions** | **$3,497** | **100.0%** | | Source of distribution coverage: | | | | Cash flows used in operations | $— | —% | | **Available cash on hand** | **$3,497** | **100.0%** | - Cash flows used in operations were **$(21.2) million** for Q1 2025; distributions to preferred stockholders and Series A Preferred Units were funded by available cash on hand[302](index=302&type=chunk) [Inflation](index=50&type=section&id=Inflation) - Inflation, driven by labor shortages, supply chain disruptions, higher property insurance, property tax, and interest rates, adversely impacts operations and liquidity[267](index=267&type=chunk)[304](index=304&type=chunk) - Most OMF leases contain rent escalation provisions, but these rates are generally below the current 12-month Consumer Price Index increase of **3.0%** as of March 31, 2025[304](index=304&type=chunk) - SHOP leases, being short-term, allow for market rate renewals, but increased operating costs, particularly labor, could affect results if not offset by higher rents[307](index=307&type=chunk) [Related-Party Transactions and Agreements](index=51&type=section&id=Related-Party%20Transactions%20and%20Agreements) - Refer to Note 9 for details on related party transactions and agreements, which were significantly impacted by the Internalization[308](index=308&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) No material change in market risk exposure during Q1 2025, with further details in the Annual Report on Form 10-K - No material change in exposure to market risk during the three months ended March 31, 2025[309](index=309&type=chunk) [Item 4. Controls and Procedures.](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures.) CEO and CFO affirmed effective disclosure controls as of March 31, 2025; no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of March 31, 2025, as concluded by the CEO and CFO[310](index=310&type=chunk) - No material changes in internal control over financial reporting during the three months ended March 31, 2025[311](index=311&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings.](index=49&type=section&id=Item%201.%20Legal%20Proceedings.) The company is not involved in any material pending legal proceedings, nor are its properties subject to such - Not a party to, and none of its properties are subject to, any material pending legal proceedings[312](index=312&type=chunk) [Item 1A. Risk Factors.](index=49&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors disclosed in the Annual Report on Form 10-K for FY2024 are reported - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[313](index=313&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities occurred - None reported for unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities[314](index=314&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) No defaults upon senior securities were reported during the period - None reported for defaults upon senior securities[315](index=315&type=chunk) [Item 4. Mine Safety Disclosures.](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[316](index=316&type=chunk) [Item 5. Other Information.](index=49&type=section&id=Item%205.%20Other%20Information.) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the last fiscal quarter[317](index=317&type=chunk) [Item 6. Exhibits.](index=50&type=section&id=Item%206.%20Exhibits.) The report includes various exhibits, such as certifications, written statements, and Inline XBRL documents - Includes certifications (31.1, 31.2), written statements (32), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104) as exhibits[319](index=319&type=chunk) [Signatures.](index=51&type=section&id=Signatures.) Report signed by Michael Anderson (CEO, President, Director) and Scott M. Lappetito (CFO, Treasurer) on May 8, 2025 - Report signed by Michael Anderson (CEO, President, Director) and Scott M. Lappetito (CFO, Treasurer) on May 8, 2025[322](index=322&type=chunk)

Portfolio Overview - As of December 31, 2024, the company owned 193 properties across 31 states, totaling 8.4 million rentable square feet, with an annualized rental income of $323.573 million[19]. - The portfolio includes 148 outpatient medical facilities (OMFs) with a gross asset value of $1.381 billion and 44 seniors housing operating properties (SHOPs) valued at $1.082 billion[22]. - The company has 3,939 rentable units in the SHOP segment, which includes assisted living, memory care, and independent living facilities[19]. - As of December 31, 2024, the company owned 44 seniors housing operating properties (SHOPs) which are leased to a taxable REIT subsidiary (TRS) for management[39]. - Approximately 10% or more of the company's consolidated annualized rental income for the fiscal year ended December 31, 2024, was generated from Florida, Pennsylvania, and Georgia, indicating a high concentration of properties in these states[76]. Market Trends - National health expenditures are projected to grow at an average rate of 5.6% per year from 2023 to 2032, exceeding the projected GDP growth of 4.3% during the same period[24]. - The U.S. population aged 65 and older is expected to increase to 88.8 million by 2060, representing 24.4% of the total population, up from 17.3% in 2022[26]. - The healthcare industry is projected to add approximately 2.3 million new jobs from 2023 to 2033, with a job growth rate of 10.0%, driven by an aging population and chronic conditions[24]. Operational Changes - The company has internalized its advisory and property management functions as of September 27, 2024, enhancing operational efficiency[17]. - A reverse stock split was executed on September 30, 2024, consolidating every four shares into one[18]. - The company is now internally managed and responsible for its own workforce, which may lead to unforeseen costs and challenges[80]. Financial Strategy - The investment strategy focuses on maintaining a diversified portfolio, pursuing opportunistic investments, and maintaining a strong capital structure[21]. - The company utilizes a combination of debt and equity for funding, with access to a $50 million OMF Warehouse Facility for expedited financing needs[36]. - The company has total outstanding indebtedness of $1.2 billion as of December 31, 2024[152]. - The company has incurred variable-rate debt, which may increase the cost of new debt or refinancing due to elevated federal funds rates[160]. - The company has a designated interest rate swap with a notional amount of $378.5 million, which fixes a portion of its variable-rate debt, and eight interest rate caps with a notional amount of $369.2 million to limit exposure to rising rates[160]. Regulatory Risks - The company faces regulatory risks as tenants must comply with extensive federal, state, and local laws, which could result in loss of licensure or reimbursement, adversely affecting rental payments[43]. - The Affordable Care Act (ACA) has led to reductions in Medicare reimbursement rates, impacting healthcare operations and financial planning for the company[55]. - Federal and state budget pressures may lead to further cuts in Medicare and Medicaid expenditures, affecting the financial health of tenants[57]. - The transition from fee-for-service to value-based and bundled payment models by CMS presents challenges for healthcare providers, potentially impacting the company’s revenue streams[59]. - Increased enforcement of fraud and abuse laws could result in significant penalties for tenants, adversely impacting their financial condition and ability to meet rental obligations[53]. Financial Performance - The company reported a per-share net asset value (NAV) of $13.00 as of December 31, 2023, which reflects a reverse stock split adjustment to $52.00[69]. - The company has not paid cash distributions on its common stock since 2020, raising concerns about future cash distributions[73]. - The company incurred bad debt expenses of $1.5 million, $1.2 million, and $3.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, due to tenant defaults[85]. - Rising operating expenses, including increased insurance premiums and labor costs, have negatively impacted cash flow and may continue to do so[94]. - The company has experienced net losses in recent years and may not achieve profitability or growth in the future[122]. Competition and Market Challenges - The healthcare real estate market is highly competitive, with competition from other REITs, private investment funds, and institutional investors, which may have greater financial resources[40]. - The company may face challenges in collecting rent from tenants experiencing financial difficulties, which could adversely affect cash flow and dividend payments[87]. - The company may experience reduced rental income due to increased competition from newly built properties in proximity to its locations[107]. - The company competes with numerous entities for property acquisitions and creditworthy tenants, which may increase acquisition prices and reduce cash flow[106]. Environmental and Operational Risks - Catastrophic weather events and climate change could lead to significant damages and operational expenses, potentially exceeding insurance coverage[99]. - Legislative changes regarding greenhouse gas emissions could result in increased capital expenditures and compliance costs, adversely impacting tenant operations and their ability to pay rent[101]. - Environmental regulations may impose significant costs and liabilities on the company, potentially affecting its financial position and cash flows[108]. - The company relies on independent contractors for facility management, which increases operational risks and may affect performance[111]. Governance and Compliance - The independent directors of the Board oversee the valuation process, but the appraised value of properties may not reflect their potential realizable value[166]. - The classification of the Board may delay or prevent a change in control, impacting stockholder interests[174]. - Maryland law prohibits certain business combinations for five years after an interested stockholder becomes such, which may deter potential acquisitions[175]. - The stockholder rights plan has been extended to May 18, 2026, which may deter third-party acquisitions that could result in a premium price for stockholders[182]. Taxation and REIT Compliance - To qualify as a REIT, the company must distribute at least 90% of its REIT taxable income annually to stockholders, which may limit investment opportunities and require borrowing under unfavorable conditions[193]. - The company may incur tax liabilities even as a REIT, which could reduce cash available for distribution to stockholders[192]. - If the company fails to maintain its REIT status, it could face corporate tax rates on taxable income, reducing net earnings available for distribution[190]. - The company must ensure that leases with TRSs are respected as true leases for tax purposes; otherwise, it risks failing to qualify as a REIT[200]. Cybersecurity Risks - Cybersecurity risks are a concern, with potential significant costs associated with system failures or breaches impacting operations[183]. - The company may face significant remediation costs and lost revenues from cyber incidents, which could also lead to reputational harm[185].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-39153 National Healthcare Properties, Inc. (Exact name of registrant as specified in its charter) (Sta ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-39153 Healthcare Trust, Inc. (Exact name of registrant as specified in its charter) | Maryland | 38-3888962 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-39153 Healthcare Trust, Inc. (Exact name of registrant as specified in its charter) | Maryland | 38-388896 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-39153 Healthcare Trust, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdictio ...