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Get filing alertsNHP doubles credit capacity to $1.2B, redeems $153M in preferred stock, reports 20% SHOP NOI growth
Filed August 5, 2026 · Period ending August 3, 2026 · ~1 min read
Key Changes
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high
Refinanced credit facilities, increasing total capacity from $550M to $1.2B with improved pricing (SOFR+105-155 bps revolver, down from SOFR+155-210 bps) and extended maturities to 2029-2030.
Item 1.01 verify on EDGAR → -
high
Elected to redeem all outstanding Series A (3.3M shares at $25.32/share on Sept 4) and Series B (2.9M shares at $25.47/share on Oct 6) preferred stock, totaling approximately $153M.
Item 8.01 verify on EDGAR → -
high
Q2 2026 SHOP same-store cash NOI grew 20.1% year-over-year on 1.4 percentage point occupancy gains to 84.1% and 5.9% revenue-per-occupied-room growth; raised full-year SHOP guidance to 15-18% from 13-16%.
Exhibit 99.1 view on EDGAR → -
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Completed or contracted approximately $400M in SHOP acquisitions (1,214 units closed, 378 units under contract) across Midwest, South, Mid-Atlantic, and Pacific Northwest markets.
Exhibit 99.1 view on EDGAR → -
medium
Expanded Board from six to seven directors; elected Albert M. Campbell (former CFO of Mid-America Apartment Communities REIT, 2010-2024) effective August 10, 2026, to serve on Audit Committee.
Item 5.02 verify on EDGAR →
Summary
National Healthcare Properties executed a comprehensive capital structure repositioning in early August 2026. The company refinanced its credit facilities, more than doubling total capacity from $550 million to $1.2 billion while reducing pricing by 50-55 basis points and extending maturities five years.
Simultaneously, NHP elected to redeem all outstanding preferred stock—3.3 million Series A shares (7.375% coupon) and 2.9 million Series B shares (7.125% coupon)—for a combined $153 million in September and October 2026. The moves follow NHP's April 2026 IPO, which raised approximately $531 million and enabled the company to reduce net leverage from 9.2x to 4.9x year-over-year.
The refinancing and preferred redemptions position NHP to fund an aggressive SHOP (senior housing operating property) acquisition pipeline. The company completed or contracted approximately $400 million in SHOP deals since late June, adding 1,592 units across multiple states. Operating performance supports the expansion: Q2 2026 SHOP same-store cash NOI grew 20.1% year-over-year, driven by occupancy gains to 84.1% and revenue-per-occupied-room growth of 5.9%. Management raised full-year SHOP same-store NOI growth guidance to 15-18% from 13-16%. The Board added Albert M. Campbell, former CFO of publicly traded multifamily REIT Mid-America Apartment Communities, to the Audit Committee, bringing public REIT financial oversight experience as NHP scales post-IPO.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated herein by reference.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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The $1.2 billion Credit Agreement provides for (i) a $750 million senior unsecured revolving credit facility (the “Revolving Facility”), increased from $400 million under the Original Credit Agreement, (ii) a $300 million senior unsecured term loan facility (the “Term Loan Facility”), increased from $150 million under the Original Credit Agreement, and (iii) a new $150 million senior unsecured delayed draw term loan facility
The company refinanced its credit facilities, more than doubling total capacity from $550 million to $1.2 billion. The revolving facility increased from $400 million to $750 million, the term loan from $150 million to $300 million, and a new $150 million delayed draw term loan was added. The accordion feature allowing future increases also expanded from $450 million to $1.0 billion.
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Pursuant to the Credit Agreement, the Revolving Facility has an initial maturity date of August 3, 2030. The Term Loan Facility and the Delayed Draw Term Loan Facility have an initial maturity date of August 3, 2029.
The revolving facility matures in August 2030, while the term loan facilities mature in August 2029. Both can be extended at the company's option for additional periods subject to customary conditions. This provides the company with multi-year committed capital for acquisitions, development, and general corporate purposes.
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Prior to the satisfaction of certain investment-grade rating requirements and an election by the Operating Partnership (the “Investment Grade Election”), the applicable margin is determined based on the Company’s consolidated leverage ratio, with margins for SOFR Loans ranging from 1.05% to 1.55% per annum for revolving loans and from 1.10% to 1.80% per annum for term loans
Interest rates are based on SOFR or base rate plus applicable margins. Before achieving investment-grade ratings, margins range from 1.05% to 1.55% for revolving SOFR loans and 1.10% to 1.80% for term SOFR loans, determined by leverage ratio. After achieving investment-grade status, margins can drop to as low as 0.65% for revolving loans and 0.70% for term loans based on credit ratings.
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The Credit Agreement also requires the Company to comply with consolidated financial maintenance covenants to be tested quarterly, including a minimum fixed charge coverage ratio, maximum leverage ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unencumbered leverage ratio, and minimum unsecured interest coverage ratio
The credit agreement includes six quarterly financial maintenance covenants covering leverage, coverage ratios, and net worth. The company has a cure right allowing it to contribute cash equity to increase EBITDA if needed to remedy certain covenant defaults, providing flexibility to maintain compliance.
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The Operating Partnership currently expects to use borrowings under the Credit Facilities for general corporate and working capital purposes, which may include repayment of indebtedness, real estate acquisitions, development costs and capital expenditures.
Proceeds will be used for general corporate purposes including debt repayment, real estate acquisitions, development costs, and capital expenditures. The significantly expanded capacity provides substantial dry powder for growth initiatives.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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On August 4, 2026, upon the recommendation of the Compensation and Corporate Governance Committee (the “CCG Committee”) of the Board of the Directors (the “Board”) of the Company, the Board increased the size of the Board from six to seven directors and, effective August 10, 2026, elected Albert M. Campbell to serve as a member of the Board. Mr. Campbell will serve until the 2027 annual meeting of stockholders of the Company and until his successor is duly elected and qualifies, or until his earlier death, resignation or removal.
The Board expanded from six to seven members and elected Albert M. Campbell as a new director effective August 10, 2026. He will serve until the 2027 annual meeting. This adds financial and REIT expertise to the Board.
Added in current filing · verify on EDGAR →
Mr. Campbell is a seasoned financial executive with a 35-year career spanning various financial and accounting leadership roles. From 1998 to 2024, he worked with Mid-America Apartment Communities, Inc. (NYSE: MAA), a large publicly traded multifamily REIT, where Mr. Campbell held various financial positions, including Treasurer and Director of Financial Planning, before becoming Executive Vice President and Chief Financial Officer in January 2010.
Campbell brings 35 years of financial leadership experience, including 26 years at Mid-America Apartment Communities (a publicly traded multifamily REIT) where he served as CFO from 2010 to 2024. His background includes corporate finance, treasury, investor relations, accounting, and strategic planning at a comparable public REIT.
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Effective as of Mr. Campbell’s election to the Board, Mr. Campbell will be appointed to serve on the Audit Committee, replacing Elizabeth K. Tuppeny, who will remain as chair of the CCG Committee.
Campbell will join the Audit Committee, replacing Elizabeth K. Tuppeny in that role. Tuppeny continues as chair of the Compensation and Corporate Governance Committee. This committee change brings Campbell's CPA background and public REIT CFO experience to audit oversight.
Show 2 minor / wording changes
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The Board determined that Mr. Campbell is “independent” as defined under the listing standards of the Nasdaq Stock Market and the Company’s corporate governance guidelines.
The Board determined Campbell meets Nasdaq independence standards and the company's governance guidelines. This maintains the Board's independent composition as Campbell joins the Audit Committee.
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In connection with his election to the Board, Mr. Campbell will enter into the Company’s standard form of indemnification agreement and will receive compensation for his service as a non-employee director, as described under the heading “Compensation of Directors” of the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026.
Campbell will receive standard non-employee director compensation as disclosed in the March 31, 2026 proxy statement and will enter into the company's standard indemnification agreement. These are routine governance arrangements for new independent directors.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
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On August 5, 2026, the Company elected to redeem all outstanding shares of its (i) 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") ... As of the date hereof, the Company has 3,289,061 shares of Series A Preferred Stock ... issued and outstanding ... The Company has set a redemption date of September 4, 2026 ... for the Series A Preferred Stock ... The Redeemed Shares will be redeemed at a cash redemption price of $25.00 per share, plus an amount equal to all accrued but unpaid dividends thereon (whether or not authorized or declared) to, but not including, the Redemption Date, without interest, for a total payment of $25.32 per share ... for the Series A Preferred Stock
The company will redeem all 3,289,061 outstanding shares of its 7.375% Series A Preferred Stock on September 4, 2026. Holders will receive $25.32 per share, consisting of the $25.00 redemption price plus $0.32 in accrued unpaid dividends. After the redemption date, the shares will no longer be outstanding and dividends will cease to accrue.
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On August 5, 2026, the Company elected to redeem all outstanding shares of its ... (ii) 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock" ... As of the date hereof, the Company has ... 2,850,427 shares of Series B Preferred Stock issued and outstanding ... the Company expects to send a notice of redemption to the holders of the Series B Preferred Stock on August 7, 2026. The Company has set a redemption date of ... October 6, 2026 for the ... Series B Preferred Stock ... The Redeemed Shares will be redeemed at a cash redemption price of $25.00 per share, plus an amount equal to all accrued but unpaid dividends thereon (whether or not authorized or declared) to, but not including, the Redemption Date, without interest, for a total payment of ... $25.47 per share for the ... Series B Preferred Stock
The company will redeem all 2,850,427 outstanding shares of its 7.125% Series B Preferred Stock on October 6, 2026. Holders will receive $25.47 per share, consisting of the $25.00 redemption price plus $0.47 in accrued unpaid dividends. The redemption notice is expected to be sent August 7, 2026, and after the redemption date the shares will no longer be outstanding.
Event · Exhibit 99.1
NHP reported Q2 2026 results with 20.1% SHOP same-store NOI growth, completed $400M in acquisitions, and recast credit facilities at improved terms.
Added in current filing · view on EDGAR → · paraphrased
Net loss attributable to common stockholders of $(0.13) per basic and diluted share. Nareit defined Funds From Operations ("FFO") of $0.19 per diluted share and Normalized Funds From Operations ("Normalized FFO") of $0.18 per diluted share. ... FFO per share was consistent year-over-year. ... Normalized FFO per share decreased (18.2)% year-over-year. ... Second quarter portfolio Same Store Cash Net Operating Income ("NOI") growth was 6.8% year-over-year. ... Same Store Cash NOI growth was 20.1% on a year-over-year basis. ... Same Store average occupancy totaled 84.1%, an increase of 1.4% on a year-over-year basis. ... Same Store RevPOR increased 5.9% on a year-over-year basis. ... Same Store Cash NOI Margin of 22.4%, an expansion of 2.3% on a year-over-year basis.
NHP reported a net loss of $0.13 per share for Q2 2026. FFO per share was flat year-over-year at $0.19, while Normalized FFO declined 18.2% to $0.18 per share. The SHOP (senior housing operating portfolio) segment drove strong performance with 20.1% same-store cash NOI growth, supported by 1.4 percentage point occupancy gains to 84.1% and 5.9% revenue-per-occupied-room growth. Portfolio-wide same-store cash NOI grew 6.8%.
Added in current filing · view on EDGAR →
In late June 2026, the Company acquired two SHOP communities located in the Midwest with 211 total units for a purchase price of $98 million. ... In early July 2026, the Company acquired 16 SHOP communities comprised of 916 total units and located across several Midwestern, Southern, Mid-Atlantic and Pacific Northwest states for an aggregate purchase price of approximately $166 million. ... In late July 2026, the Company acquired one SHOP community located in Iowa with 87 total units for a purchase price of approximately $16 million. ... In late June 2026, the Company entered into a definitive purchase and sale agreement to acquire three SHOP communities located in Illinois with 178 total units for a purchase price of approximately $30 million. ... In July 2026, the Company entered into a definitive purchase and sale agreement to acquire two SHOP communities located in Florida with 200 total units for a purchase price of $90 million.
NHP completed or entered into agreements for approximately $400 million in SHOP acquisitions: $280 million closed (two Midwest communities for $98M, 16 multi-state communities for $166M, one Iowa community for $16M) and $120 million under contract (three Illinois communities for $30M, two Florida communities for $90M). The multi-state portfolio included a joint venture with Discovery Senior Living in which NHP owns 98.5% and holds rights of first refusal on 13 additional communities.
Added in current filing · view on EDGAR →
In August 2026, the Company recast its senior unsecured credit facilities, which provide for, among other things, (i) an increase in total lender commitments from $550 million to $1.2 billion, with the revolving facility increasing from $400 million to $750 million, the term loan increasing from $150 million to $300 million and a new $150 million delayed draw term loan facility being added, (ii) an extension of the maturity of the revolving facility and the term loan (including the delayed draw term loan) to August 2030 and August 2029, respectively, and (iii) a reduction in the applicable pricing for interest rates based on the Company's corporate leverage ratio. ... Revolver Spread SOFR + 155 to 210 bps ... SOFR + 105 to 155 bps ... Term Loans Spread SOFR + 155 to 210 bps ... SOFR + 110 to 180 bps
NHP recast its credit facilities in August 2026, increasing total commitments from $550 million to $1.2 billion (revolving facility $400M to $750M, term loan $150M to $300M, plus a new $150M delayed draw term loan). Maturities were extended to August 2030 (revolver) and August 2029 (term loans). Pricing improved: revolver spread reduced to SOFR+105-155 bps from SOFR+155-210 bps; term loan spread reduced to SOFR+110-180 bps from SOFR+155-210 bps. NHP used the facilities to repay $332 million of Fannie Mae secured debt due November 2026.
Added in current filing · view on EDGAR →
Net Leverage (Net Debt as of June 30, 2026 to Annualized Adjusted EBITDA for the quarter ended June 30, 2026) improved 4.3x to 4.9x as of June 30, 2026 from 9.2x as of June 30, 2025. ... In April 2026, the Company repaid in full the $186 million of indebtedness under its revolving facility with proceeds from its initial public offering.
NHP's net leverage ratio improved from 9.2x at June 30, 2025 to 4.9x at June 30, 2026, a reduction of 4.3 turns. The improvement was driven by the April 2026 IPO, which raised approximately $531 million in gross proceeds and enabled the company to repay $186 million on its revolving credit facility.
Added in current filing · view on EDGAR → · paraphrased
As of 5/13/26 ... SHOP Same Store Cash NOI growth 13.0% to 16.0% ... As of 8/5/26 ... SHOP Same Store Cash NOI growth 15.0% to 18.0% ... As of 5/13/26 ... Dispositions $528 million ... As of 8/5/26 ... Dispositions $570 million ... As of 5/13/26 ... General and administrative expense, including equity-based compensation $26 million to $27 million ... As of 8/5/26 ... General and administrative expense, including equity-based compensation $27 million to $28 million
NHP raised its full-year 2026 SHOP same-store cash NOI growth guidance from 13-16% to 15-18%, citing segment outperformance. The company also increased its disposition guidance from $528 million to $570 million (reflecting the expected sale of a non-core California SHOP community for $42 million) and raised general and administrative expense guidance from $26-27 million to $27-28 million due to anticipated equity-based compensation increases related to board refreshment.
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