National Healthcare Properties Inc Series A Pfd 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________Commission file number:001-39153 National Healthcare Properties, Inc. (Exact name of registrant as specified in its charter) 38-3888962 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No There isnoestablished public market for the registrant’s shares of common stock. As of February21, 2025, the registrant had28,296,439shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the registrant’s 2025 Annual Meeting ofStockholders are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after itsfiscal year end. NATIONAL HEALTHCARE PROPERTIES, INC.FORM 10-KYear Ended December 31, 2024 Item 1.Business4Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity40Item 2.Properties41Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities44Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures about Market Risk58Item 8.Financial Statements and Supplementary Data59Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure59Item 9A.Controls and Procedures59Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections60 Item 10.Directors, Executive Officers and Corporate Governance61Item 11.Executive Compensation61Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters61Item 13.Certain Relationships and Related Transactions, and Director Independence61Item 14.Principal Accountant Fees and Services61 Item 15.Exhibit and Financial Statement Schedules61Item 16.Form 10-K Summary65 SIGNATURES66 Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements,” as that term is defined under the Private SecuritiesLitigation Reform Act of 1995 (the