Form 8-K National Healthcare Prop For: Jun 15

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June 16, 2026 5:26 PM EDT

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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): June 15, 2026

National Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-39153

38-3888962

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
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

Class A common stock, $0.01 par value per share

NHP

The Nasdaq Global Market

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 8.01. Other Events.

National Healthcare Properties, Inc. (the “Company”) has been notified that on June 15, 2026, MacKenzie Capital Management, LP and its affiliates (collectively, “MacKenzie”) launched an unsolicited “mini-tender” offer to purchase up to 150,000 shares of the Company’s common stock, $0.01 par value per share (“common stock”), which in aggregate represents approximately 0.2% of the Company’s outstanding shares of common stock (including the Company’s Class A common stock, $0.01 par value per share), at a price of $7.27 per share (the “MacKenzie Offer”), subject to certain terms and conditions set forth in MacKenzie’s Offer to Purchase Shares. The Company is not affiliated with MacKenzie or the MacKenzie Offer.

After careful evaluation of the MacKenzie Offer, the Company determined (i) not to make any recommendation and (ii) to remain neutral as to whether stockholders should tender their shares of the Company’s common stock in the MacKenzie Offer.

On June 16, 2026, the Company published a letter to its stockholders on its website notifying them of the decision of the Company to not make any recommendation and to remain neutral regarding the MacKenzie Offer. A copy of the letter is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The material terms of the Underwriting Agreement are qualified in their entirety by the agreement, a copy of which is filed as Exhibit 1.1 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
99.1						Letter to Stockholders regarding the MacKenzie Offer.
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.