Key Highlights

● National Healthcare Properties said certain purchaser termination rights under its purchase and sale agreement ended on September 25, 2026.

● The pending sale covers 40 outpatient medical facilities for approximately $531 million, before transaction expenses, prorations and Capital Expenditure adjustments.

● The company expects the sale to close in the fourth quarter of 2026, subject to customary closing conditions.

● The agreement is dated July 15, 2026 and has been amended several times, and the buyer is not named.

National Healthcare Properties, Inc. (NASDAQ:NHP) filed a Form 8-K on September 29, 2026, under Item 1.01 (Entry into a Material Definitive Agreement), with a period of report of September 25, 2026. The filing updates the status of a pending sale of a portfolio of 40 outpatient medical facilities for approximately $531 million, before transaction expenses, property operating prorations and capital expenditure adjustments. It says certain purchaser termination rights under the purchase and sale agreement ended on September 25, 2026, and that the company expects the sale to close in the fourth quarter of 2026, subject to customary closing conditions.

The Agreement

The purchase and sale agreement is dated July 15, 2026 and has been amended multiple times, according to the filing. The buyer is described only as an unaffiliated third party; its name is not given. The Assets are 40 outpatient medical facilities owned through subsidiaries of National Healthcare Properties. The price of approximately $531 million is a headline figure, and the filing says it is before transaction expenses, prorations of operating items and capital expenditure adjustments. The filing does not quantify those items, so the net amount the company will receive is not stated.

The amendments are mentioned only in general terms. The filing does not describe what each amendment changed, and it does not say whether the price or the portfolio changed as a result.

What Expired on September 25

The central point of the filing is that certain purchaser termination rights under the agreement terminated on September 25, 2026. In sale agreements of this kind, a buyer often has a period in which it can walk away, sometimes called a Due Diligence or approval period. When that period ends, the buyer generally can no longer terminate for those specific reasons. The filing uses the words terminated under the purchase and sale agreement and does not describe the nature of the rights in detail. It also does not say that the buyer has no remaining ability to end the agreement; it says only that certain rights have ended, and closing remains subject to customary conditions.

That distinction matters. Ending a set of termination rights removes one source of uncertainty, but a sale is not complete until it closes. The filing does not list the remaining conditions, and it does not state a deposit amount or whether a deposit is at risk to the buyer.

What the Filing Leaves Out

The 8-K is short and factual. It does not name the buyer or state how the company will use the proceeds. It does not give the facilities' locations, their financial performance or the gain or loss the company expects to record. It does not contain forward-looking statement language or projections. The report was signed by Andrew T. Babin, Chief Financial Officer and Treasurer, on September 28, 2026. National Healthcare Properties is a real estate Investment trust based in New York.

Fourth-Quarter Close Looms for 40-Facility Portfolio Sale

The company expects the sale to close in the fourth quarter of 2026, a period running through December 31, 2026. Look for a further Form 8-K reporting completion of the sale under Item 2.01, which would give the final terms, the closing date and, typically, any pro forma financial information. The company may also describe how it will use the proceeds, which this filing does not.