National Healthcare Properties Prices IPO at $12, Closing Flat in Nasdaq Debut
National Healthcare Properties Inc. (Nasdaq: NHP) priced its initial public offering at $12 per share – $1 below the bottom of its marketed range – and closed its first day of Nasdaq trading flat to the offering price, even as shares opened lower and briefly traded down.
The company, previously a nontraded real estate investment trust, raised $462 million in its initial public offering, pricing its shares at $1 below its marketed range of $13 to $16. The debut marks the end of a multiyear effort to bring the senior housing-focused REIT to public markets and delivers a market-set valuation sharply below what original investors paid for their shares.
Shares opened at $11.56, a decline of roughly 3.7% from the $12 offering price, before recovering to close at $12. In after-hours trading, shares fell to $11.87 as of the time of this report.
As previously reported by AltsWire, the company sold 38.5 million shares of Class A common stock at $12. The offering is expected to close April 23, subject to customary closing conditions. NHP has granted underwriters a 30-day option to purchase up to an additional 5,775,000 shares to cover overallotments.
Wells Fargo Securities, Morgan Stanley and BMO Capital Markets served as lead book-running managers for the offering.
The fund’s common stock was sold to retail investors at $25 per share from its inception in 2012. In September 2024, NHP executed a 4-for-1 reverse stock split – meaning four pre-split shares became one post-split share – effectively restating the original purchase price to the equivalent of $100 on a post-split, per-share basis. The company’s board set the fund’s most recent estimated net asset value at $32.15 per share as of Dec. 31, 2024, disclosed in the IPO prospectus as the last board-approved valuation. The $12 IPO fell 63% below that NAV estimate and 88% below the split-adjusted equivalent of the original nontraded offering price.
Under the terms of the offering, the shares sold in the IPO are Class A common stock, which will automatically convert into common stock 180 days after the pricing date. Until that conversion – expected on or about Oct. 19, 2026 – the legacy common shares held by nontraded REIT investors will not be listed on Nasdaq and cannot be sold on the exchange. Per the prospectus filed with the U.S. Securities and Exchange Commission, the Class A conversion will mark the first point at which all outstanding common stock, including shares held by the REIT’s original retail investors, trades publicly.
The structure echoes the listing experience of American Healthcare REIT Inc. (NYSE: AHR), formed through the 2021 merger of two nontraded REITs – Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV – which then acquired their shared external manager, American Healthcare Investors. AHR debuted on the New York Stock Exchange in February 2024 at $12 per share – roughly 62% below its last board-approved estimated net asset value of $31.40 per share and 70% below the $40 post-split equivalent of the $10 per share paid by investors in those nontraded vehicles. Legacy AHR shareholders, who held approximately 66 million shares, were similarly locked out of trading for six months after the IPO; when those shares became eligible for sale in August 2024, the stock closed at $15.67 on a day the broader market fell sharply.
As AltsWire reported in August 2025, AHR shares subsequently reached $40.06 – matching the split-adjusted price originally paid by nontraded REIT investors and representing a 233.8% gain from the $12 IPO price. The stock reached a historic high of $54.67 earlier this year before closing at $47.76 on Wednesday. Whether NHP’s public-market journey follows a similar arc will depend in part on the execution of its senior housing growth strategy and the completion of its pending outpatient medical facility portfolio sale.
According to NHP, it intends to use approximately $186 million of the net proceeds to repay outstanding indebtedness under its revolving credit facility, with the remainder earmarked for potential future property acquisitions and general corporate purposes.
Founded in 2012 as AR Global’s Healthcare Trust Inc., NHP spent more than a decade as a nontraded REIT distributed through broker-dealer and RIA networks before undertaking a series of structural changes to prepare for a public listing. The company internalized management in October 2024, paying $98.2 million in termination fees to AR Global and its affiliates, and rebranded as National Healthcare Properties. In connection with the internalization, the REIT executed the 4-for-1 reverse stock split. In January 2026, the company further prepared for listing by declassifying its board of directors and terminating a long-standing shareholder rights plan.
As of Dec. 31, 2025, NHP’s portfolio comprised 37 senior housing communities totaling 3,615 units and 130 outpatient medical facilities spanning approximately 3.7 million square feet of gross leasable area, spread across 29 states. The company operates its senior housing portfolio entirely under RIDEA structures – meaning no properties are subject to traditional net leases – a model NHP said it shares with only one other publicly traded healthcare REIT, Janus Living, which completed its own Nasdaq debut in late March.
NHP filed its S-11 registration statement in early April and set a price range of $13.00 to $16.00 per share on April 13, implying a total market capitalization of approximately $1.1 billion at the top of the range. The final offering price of $12 came in 8% below the bottom of that range and implies a market capitalization of approximately $814 million based on 67.8 million total shares expected to be outstanding after the offering.
The REIT reported a net loss of $71.1 million attributable to common stockholders for fiscal year 2025. The below-range pricing follows a brief slowdown in the broader IPO market in March that some observers have attributed to investor caution tied to geopolitical uncertainty.
Janus Living, by contrast, priced at the high end of its range and has traded up since its debut, gaining 23.6% from its offer price as of Tuesday’s close — suggesting NHP’s pricing reflected company-specific demand rather than a sector-wide aversion to healthcare REIT listings.
In a related development, NHP entered into a non-binding letter of intent in April 2026 to sell a portfolio of outpatient medical facilities for $528 million, per the company’s S-11/A registration statement filed with the SEC. The prospectus describes the transaction as representing a nominal capitalization rate of approximately 7.9% and an economic capitalization rate of approximately 6%, and states the company currently expects the disposition to close in the third quarter of 2026. The sale, if completed, would accelerate NHP’s strategic pivot toward a portfolio primarily comprised of senior housing operating properties. Because the transaction remains at the letter-of-intent stage, no definitive agreement has been filed with the SEC.
Analysts noted specific factors behind NHP’s below-range pricing. According to Reuters, Nicholas Einhorn, vice president of research at Renaissance Capital, said NHP’s story was less clear-cut than Janus Living’s for public investors because the company’s portfolio transition – shifting away from outpatient medical facilities toward senior housing – remains in progress rather than complete. Einhorn also said a straightforward dividend yield comparison made it unsurprising that Janus Living attracted stronger initial investor interest than NHP.
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