National Healthcare Properties Class A shares convert to common stock
New York, October 22. National Healthcare Properties, Inc. disclosed that its Class A common stock automatically converted into common stock on October 18, 2026. The conversion affected 44,275,000 shares of Class A common stock, which exchanged one-for-one into the company's common stock. This event was governed by Section 4 of the supplementary articles for Class A common stock, which were filed with Maryland's State Department of Assessments and Taxation on April 10, 2026.
New York, October 22. National Healthcare Properties, Inc. disclosed that its Class A common stock automatically converted into common stock on October 18, 2026. The conversion affected 44,275,000 shares of Class A common stock, which exchanged one-for-one into the company's common stock. This event was governed by Section 4 of the supplementary articles for Class A common stock, which were filed with Maryland's State Department of Assessments and Taxation on April 10, 2026.
The automatic conversion was triggered at 12:01 a.m. Eastern Time, 180 calendar days after the final prospectus date for the company's public offering. The offering was conducted under a Registration Statement on Form S-11, File No. 333-294895, which the U.S. Securities and Exchange Commission declared effective on April 21, 2026. No action was required from the company or security holders for the conversion to take place.
Immediately following the conversion, no shares of Class A common stock remained issued or outstanding. The company reported that its total issued and outstanding shares of common stock stood at 72,910,570. The conversion did not alter the voting power of former Class A holders, as each share of common stock carries one vote per share. However, the exclusive class voting right previously held by Class A holders regarding charter amendments affecting only Class A contract rights is no longer effective because no such shares remain authorized.
Economic interests for former Class A holders remained unchanged by the conversion. The Class A common stock possessed identical rights, preferences, and powers to the common stock regarding dividends, distributions, and liquidation proceeds. Consequently, the conversion had no impact on the company's business or operations. The authorized capital structure adjusted such that the 100,000,000 previously authorized shares of Class A common stock were replaced by an equivalent number of authorized common shares.
The total authorized share count for National Healthcare Properties remained constant at 350,000,000. This total consists of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock with a $0.01 par value per share. Because the conversion operated under self-executing terms within the Articles Supplementary, no additional articles of amendment were filed with Maryland state authorities.
Trading arrangements changed effective at 9:30 a.m. Eastern Time on October 19, 2026. Shares of common stock began trading on the Nasdaq Global Market under the symbol NHP. Concurrently, shares of Class A common stock ceased trading on all markets. The company assigned CUSIP number 42226B600 to the common stock following the conversion. The CUSIP number previously associated with the Class A common stock is no longer in use.
Andrew T. Babin, Chief Financial Officer and Treasurer of National Healthcare Properties, Inc., signed the Form 8-K current report on October 22, 2026. The filing includes the Articles Supplementary relating to the designation of Class A Common Stock as Exhibit 3.1.