Amendment: SEC Form SC TO-I/A filed by National Healthcare Properties Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

______________________

NATIONAL HEALTHCARE

PROPERTIES, INC.

(Name of Subject Company (Issuer))

___________________

NATIONAL HEALTHCARE

PROPERTIES, INC.

(Name of Filing Person (Offeror))

______________________

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock

7.125% Series B Cumulative Redeemable Perpetual Preferred Stock

(Titles of Classes of Securities)

42226B204

(CUSIP Number of Series A Cumulative Redeemable Perpetual Preferred Stock)

42226B303

(CUSIP Number of Series B Cumulative Redeemable Perpetual Preferred Stock)

_________________

Michael Anderson

Chief Executive Officer and President

Andrew Babin

Chief Financial Officer and Treasurer

National Healthcare Properties, Inc.

540 Madison Avenue, 27th Floor

New York, NY 10022

(332) 258-8770

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

______________________

With a copy to:

Joseph A. Herz

Win Rutherfurd

Timothy W. Donovan

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

(212) 801-9200

______________________

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2026, as amended by Amendment No. 1 filed on June 17, 2026 (as supplemented or amended from time to time, the “Schedule TO”) by National Healthcare Properties, Inc., a Maryland corporation (the “Company,” “NHP,” “we” or “us”), and relates to the offers by the Company to purchase up to a maximum aggregate purchase price in cash of $100 million of (i) its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series A Offer”), and (ii) its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, for a purchase price of $22.50 per share in cash (the “Series B Offer”), each less any applicable withholding taxes and without interest. The Series A Offer and Series B Offer are together referred to as the “Offers,” and each, an “Offer.”

Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, Offer to Purchase, the related Letter of Transmittal, and Notice of Guaranteed Delivery, and all other exhibits to the Schedule TO, remains unchanged and is incorporated into this Amendment No. 2 by reference.

The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to indicate that, on June 22, 2026, the Company issued a press release announcing the final results of the Offers. Accordingly, Items 11 and 12 of the Schedule TO are hereby amended and supplemented as follows.

ITEM 11. ADDITIONAL INFORMATION

Item 11 (c) of the Schedule TO is hereby amended and supplemented by adding the following language:

On June 22, 2026, the Company issued a press release announcing the final results of the Offers. A copy of such press release is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.

The Company will promptly pay for the shares accepted for purchase in the Offers in cash, less any applicable withholding taxes and without interest.

ITEM 12. EXHIBITS

*Previously Filed

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.