On November 10, 2026, National Healthcare Properties, Inc. (NHP) entered into an ATM Equity Offering Sales Agreement with a syndicate of thirteen financial institutions. The agreement allows the company to sell common stock with an aggregate gross sales price of up to $300.0 million. The participating agents include BMO Capital Markets Corp., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Hancock Whitney Investment Services, Inc., Huntington Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Synovus Securities, Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC.
The sales will be conducted as "at the market" offerings under Rule 415 of the Securities Act of 1933. This includes sales made through ordinary brokers' transactions on The Nasdaq Global Market, privately negotiated transactions, or other methods permitted by applicable law. The company may also utilize forward stock purchase transactions with a group of forward purchasers, including Bank of Montreal, Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Royal Bank of Canada, Truist Bank, and Wells Fargo Bank, National Association.
Under the agreement, agents receive a commission of up to 2.0% of the gross sales price for shares sold as the company's sales agent. In forward sale agreements, the agents acting as forward sellers receive a commission of up to 2.0% of the gross sales price of borrowed shares sold during the applicable hedge selling period. The company intends to use the net proceeds from these sales for general corporate purposes, including funding property acquisitions and working capital.
In a separate announcement on November 4, 2026, the company’s Board of Directors authorized a share repurchase program. Under this program, NHP may repurchase up to $100.0 million of its outstanding common stock. Repurchases may be made from time to time through open market transactions, block trades, or other methods designed to comply with Rule 10b-18 of the Securities Exchange Act of 1934. The company notes that this program does not obligate it to repurchase any specific dollar amount or number of shares and that the Board may modify, suspend, or terminate the program at any time.
