National Healthcare Properties Inc-A美股招股说明书(2026-04-22版)

National Healthcare Properties, Inc. is a self-managed real estate investment trust that focuses on senior housing and healthcare real estate assets strategicallypositioned to capitalize on favorable demographic trends associated with a growing elderly U.S. population. We are offering 38,500,000 shares of our Class A commonstock, $0.01 par value per share (our “Class A common stock”), as described in this prospectus. All of the shares of our Class A common stock offered by this prospectusare being sold by us. The initial public offering price is $12.00 per share. Our Class A common stock has been approved for listing, subject to official notice of issuance, on The Nasdaq Global Market (“Nasdaq”) under the symbol “NHP.”This will be our first listed public offering of our common stock, $0.01 par value per share (our “common stock”), including our Class A common stock. We were formed as a Maryland corporation in October 2012 and have elected to be taxed as a real estate investment trust for U.S. federal income tax purposescommencing with our taxable year ended December31, 2013. Shares of our common stock (including our Class A common stock) are subject to ownership limitationsthat are primarily intended to assist us in maintaining our qualification for taxation as a real estate investment trust. Our charter prohibits, with certain exceptions, thebeneficial or constructive ownership by any person of more than 9.8% in value of the aggregate of the outstanding shares of our capital stock or more than 9.8% (in valueor in number of shares, whichever is more restrictive) of any class (including our Class A common stock) or series of shares of our capital stock. In addition, our chartercontains various other restrictions on the ownership and transfer of our common stock (including our Class A common stock) and capital stock. See “ImportantProvisions of Maryland Corporate Law and the Company’s Charter and Bylaws—Restrictions on Transfer and Ownership of Stock” for a description of the ownershipand transfer restrictions applicable to our common stock (including our Class A common stock). Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page30of this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discountProceeds to us, before expenses(1) (1)See “Underwriting” for a complete description of the compensation payable to the underwriters. We have also granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase up to an additional 5,775,000shares of ourClass A common stock on the same terms set forth above to cover overallotments, if any. See “Underwriting.” Delivery of the shares of Class A common stock will be made on or about April 23, 2026. Wells Fargo Securities RBC Capital Markets KeyBanc Capital Markets TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDISTRIBUTION POLICYCAPITALIZATIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSINDUSTRY AND MARKET DATABUSINESS AND PROPERTIESMANAGEMENTPRINCIPAL STOCKHOLDERSCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSINVESTMENT OBJECTIVES AND CRITERIA AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIESDESCRIPTION OF CAPITAL STOCK AND SECURITIES OFFEREDIMPORTANT PROVISIONS OF MARYLAND CORPORATE LAW AND THE COMPANY’S CHARTER AND BYLAWSTHE OPERATING PARTNERSHIP AND THE OPERATING PARTNERSHIP AGREEMENTSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSERISA CONSIDERATIONSUNDERWRITINGEXPERTSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE About This Prospectus You should rely only on the information contained and incorporated by reference in this prospectus, any supplement hereto or any applicable freewriting prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information different from that which iscontained and incorporated by reference in this prospectus or to make representations as to matters not stated in this prospectus and the documentsincorporated by reference herein, any supplement hereto or any applicable free writing prospectus. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not making an offer to sell, or soliciting an offer to buy, any securities in any jurisdiction in which it isunlawful to do so. The information contained and incorporated by reference in this prospectus, any supplement hereto, or any applicable free writingprospectus is accurate only as of their respective dates or on the date or dates which are specified in such docume