National Healthcare Properties Prices Nasdaq IPO at $12 a Share, Below Range, Raising $462 Million

National Healthcare Properties Inc., the nontraded real estate investment trust formerly sponsored by AR Global, priced its initial public offering yesterday at $12.00 per share – below its marketed range of $13.00 to $16.00 – raising approximately $462 million in what marks the end of a multi-year effort to bring the REIT to public markets and delivers a market-set valuation sharply below what original investors paid for their shares.

The company sold 38.5 million shares of Class A common stock at the reduced price, with shares expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “NHP” today. 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.

For the original investors who purchased shares in the nontraded REIT through broker-dealer and registered investment adviser networks, the IPO price represents a steep discount to multiple reference points. The fund’s common stock was sold to retail investors at $25.00 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 $100.00 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, established in March 2025 and disclosed in the IPO prospectus as the last board-approved valuation. The $12.00 IPO price falls 63% below that NAV estimate and 88% below the split-adjusted equivalent of the original nontraded offering price.

NHP 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.

Wells Fargo Securities, Morgan Stanley and BMO Capital Markets acted as lead book-running managers for the offering. Goldman Sachs & Co., RBC Capital Markets, Baird, Capital One Securities, Fifth Third Securities, Huntington Capital Markets and KeyBanc Capital Markets served as additional bookrunners. Credit Agricole CIB and Synovus acted as co-managers.

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 it 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 $12.00 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 below-range pricing follows a brief slowdown in the broader IPO market in March, which industry observers attributed in part to investor caution stemming from geopolitical uncertainty. Janus Living, by contrast, priced at the high end of its range and has traded up since its debut – suggesting NHP’s pricing reflected company-specific demand rather than a sector-wide aversion to healthcare REIT listings. The REIT reported a net loss of $71.1 million attributable to common stockholders for fiscal year 2025.

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