National Healthcare Properties (NHP) risk factors, FY2025 10-K

National Healthcare Properties's FY2025 10-K, filed Feb 20, 2026, lists 88 risk factors in 5 groups. Against the prior year's 82: 13 new, 7 dropped, 34 substantially reworded.

Risk factors listed
885 groups
New this year
13vs 82 last year
Dropped
7since the prior 10-K
Substantially reworded
34of those kept
Section length
26k wordsItem 1A

What the changes say

  • Portfolio concentration expanded to Florida, Georgia, Pennsylvania and Iowa, increasing exposure to localized real-estate downturns and oversupply.
  • Tenant-default bad debt expense fell to $0.7 million in 2025 from $1.5 million in 2024, but RIDEA transitions increase operating risk.
  • Variable-rate debt represented 17.8% of gross debt; swaps and caps cover portions but may not fully protect against higher rates.
  • New risks emphasize catastrophic weather, operator execution, tenant credit assessments, artificial intelligence, privacy compliance and reputational damage.

What changed since the prior 10-K

New

  • NewRisks Related to our Properties and Operations

    Physical and regulatory risks related to catastrophic weather and other natural events and climate change could have a material adverse impact on us

    California and Florida properties face hurricanes, floods, fires, earthquakes, climate-driven damage, rising insurance costs and losses exceeding coverage.

  • NewRisks Related to our Properties and Operations

    Negative publicity relating to the reputation and safety of our properties may adversely impact our brand and occupancy levels

    Negative publicity about property safety, resident or patient care, emergency preparedness, operators or tenants could reduce occupancy and demand.

  • NewRisks Related to our Properties and Operations

    We depend on a complex ecosystem of third-parties to support our business, which may increase execution risk and could materially and adversely affect us

    Dependence on operators, tenants and other third parties exposes NHP to staffing problems, poor service, cost overruns and disruptions.

  • NewRisks Related to Investments in Real Estate

    Our methodology used to measure the credit quality of our tenants, and used in the selection, acquisition, expansion or development of our properties, may not be accurate and may materially and adversely affect us

    Unaudited tenant financial information and rent-coverage calculations may misjudge credit quality and hide tenants unable to pay leases.

  • NewRisks Related to Investments in Real Estate

    payments under their leases. If our assessment of credit quality proves to be inaccurate, we may be subject to defaults, and investors may view our cash flows as less stable

    Incorrect assumptions about construction costs, lease-up, occupancy, rents, expenses, capital costs or competition could make new investments underperform.

  • NewRisks Related to Investments in Real Estate

    Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data

    Generative artificial intelligence used by NHP or vendors could compromise confidential information, personal data, service quality or regulatory compliance.

  • NewRisks Related to the Healthcare Industry

    If our tenants or operators are found to have violated applicable privacy and security laws and regulations, as well as contractual obligations, our tenants or operators could be subject to sanctions, fines, damages and other additional civil or criminal penalties, which could have a material adverse effect on us

    Tenant or operator violations of privacy, security and patient-information requirements could trigger fines, sanctions, damages or other penalties affecting NHP.

  • NewRisks Related to our Indebtedness

    be required to obtain equity to repay the loan or to increase the collateral for the loan, which could materially and adversely affect us

    Higher federal funds rates increased variable-rate borrowing costs; 17.8% of gross debt was variable, while swaps and caps may be ineffective.

  • NewRisks Related to our Indebtedness

    We may be unable to raise additional capital on favorable terms, or at all, needed to grow our business

    NHP may be unable to obtain additional debt or equity capital on favorable terms, limiting growth and potentially imposing restrictive covenants.

  • NewRisks Related to our Corporate Structure

    Conflicts of interest could arise as a result of our officers’ other positions and/or interests outside of us

    Management’s outside business activities could create conflicts over time allocation and decisions affecting NHP’s growth and operations.

  • NewRisks Related to our Corporate Structure

    We have opted out of certain provisions of the MGCL relating to deterring or defending hostile takeovers

    NHP’s Maryland-law election to opt out of certain takeover protections may affect how hostile changes of control are deterred or defended.

  • NewRisks Related to our Corporate Structure

    The MGCL and our organizational documents limit our stockholders’ right to bring claims against our officers and directors

    Maryland law and NHP’s charter and indemnification agreements limit monetary claims against directors and officers and require expense advances.

  • NewRisks Related to our Corporate Structure

    accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions

Dropped

  • DroppedRisks Related to Our Properties and Operations

    Damage from catastrophic weather and other natural events and climate change could result in losses to us

  • DroppedRisks Related to our Corporate Structure

    We have a classified board, which may discourage a third-party from acquiring us in a manner that might result in a premium price to our stockholders

  • DroppedRisks Related to our Corporate Structure

    Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third-party from acquiring us in a manner that might result in a premium price to our stockholders

  • DroppedRisks Related to our Corporate Structure

    Certain provisions in our bylaws and agreements may deter, delay or prevent a change in our control

  • DroppedRisks Related to our Corporate Structure

    Maryland law limits the ability of a third-party to buy a large stake in us and exercise voting power in electing directors, which may discourage a third-party from acquiring us in a manner that might result in a premium price to our stockholders

  • DroppedRisks Related to our Corporate Structure

    The stockholder rights plan adopted by our Board may discourage a third-party from acquiring us in a manner that might result in a premium price to our stockholders

  • DroppedRisks Related to our Corporate Structure

    Our stockholders may have tax liability on distributions that they elect to reinvest in shares of our common stock, but they would not receive the cash from such distributions to pay such tax liability

Reworded

  • 92% rewrittenRisks Related to our Corporate Structure

    Our business and operations could suffer if our operations experience system failures or cyber incidents or a deficiency in cybersecurity

    The heading now expressly highlights system failures, cyber incidents and cybersecurity deficiencies; the underlying exposure remains attacks and outages affecting NHP and healthcare counterparties.

    Was: Our business and operations could suffer if our operations experiences system failures or cyber incidents or a deficiency in cybersecurity

  • 73% rewrittenRisks Related to our Properties and Operations

    If there are deficiencies in our disclosure controls and procedures or internal control over financial reporting, we could be materially and adversely affected

    The consequence was broadened from adverse financial effects to a material adverse effect, while the listed control and reporting weaknesses remain unchanged.

    Was: If there are deficiencies in our disclosure controls and procedures or internal control over financial reporting, we could be adversely impacted

  • 69% rewrittenRisks Related to our Indebtedness

    Elevated interest rates may make it difficult for us to finance or refinance indebtedness secured by our properties and could increase the amount of our debt payments

    The risk now says higher refinancing rates could materially and adversely affect NHP and adds potential inability to refinance, equity requirements or increased collateral.

  • 64% rewrittenRisks Related to our Properties and Operations

    We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business

    The risk now expressly includes liquidity among affected outcomes and adds that future pandemic impacts cannot be accurately predicted.

  • 64% rewrittenRisks Related to our Properties and Operations

    We have not paid any distributions on our common stock in cash since 2020, and there can be no assurance we will pay distributions on our common stock in cash in the future

    The discussion removes prior stock-dividend and NAV timing details and instead lists business, liquidity, REIT, legal and Board factors governing future cash distributions.

  • 60% rewrittenRisks Related to our Properties and Operations

    Our results of operations have been, and may continue to be, adversely impacted by our inability to collect rent from tenants

    The 2025 bad-debt figure declined to $0.7 million from $1.5 million, and the potential response is now a RIDEA transition with increased property operating risk.

  • 54% rewrittenRisks Related to our Corporate Structure

    The Estimated Per-Share NAV of our common stock is based upon subjective judgments, assumptions and opinions about future events, and may not reflect the amount that our stockholders might receive for their shares

    The NAV discussion shifts to annual publication, emphasizes that NAV may not reflect asset values or Class A trading price, and says independent valuation was used in the past.

  • 49% rewrittenRisks Related to our Properties and Operations

    Our property portfolio has a high concentration of properties located in certain states. Our properties may be materially and adversely affected by economic cycles, natural disasters, local oversupply and other risks inherent to those states

    The concentrated states changed from Florida, Pennsylvania and Georgia to Florida, Georgia, Pennsylvania and Iowa, with local senior-housing and outpatient oversupply added.

    Was: Our property portfolio has a high concentration of properties located in certain states. Our properties may be adversely affected by economic cycles and risks inherent to those states

  • 45% rewrittenRisks Related to our Properties and Operations

    We may be unable to enter into contracts for and complete property acquisitions (especially in the SHOP segment) or dispositions on advantageous terms and our property acquisitions may not perform as we expect

    Was: We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect

  • 45% rewrittenRisks Related to our Corporate Structure

    We depend on the OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of the OP and its subsidiaries

    Was: We depend on our OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OP and its subsidiaries

  • 44% rewrittenRisks Related to our Properties and Operations

    Our properties and tenants may be unable to compete successfully

  • 42% rewrittenRisks Related to Investments in Real Estate

    If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases

  • 39% rewrittenRisks Related to our Properties and Operations

    Inflation may have an adverse effect on our investments and results of operations

  • 39% rewrittenRisks Related to our Properties and Operations

    We may be unable to realize the anticipated synergies and other benefits of the Internalization or do so within the anticipated time frame

  • 38% rewrittenRisks Related to our Properties and Operations

    Rising expenses could reduce cash flow

  • 38% rewrittenRisks Related to our Properties and Operations

    We have experienced net losses in the past and may experience additional losses in the future

  • 38% rewrittenRisks Related to the Healthcare Industry

    The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us and materially and adversely affect our operators

    Was: The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us

  • 38% rewrittenRisks Related to the Healthcare Industry

    Reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid, or delays in receiving these reimbursements, could materially and adversely affect the profitability of our SHOP properties and hinder our tenants’ ability to make rent payments to us

    Was: Reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid, or delays in receiving these reimbursements, could adversely affect the profitability of our tenants and operators and hinder their ability to make rent payments to us

  • 38% rewrittenRisks Related to the Healthcare Industry

    We may experience material adverse effects as a result of potential financial and operational challenges faced by the tenants and operators of any senior housing facilities and skilled nursing facilities we own or acquire

    Was: We may experience adverse effects as a result of potential financial and operational challenges faced by the tenants and operators of any seniors housing facilities and skilled nursing facilities we own or acquire

  • 37% rewrittenRisks Related to the Healthcare Industry

    A reduction in Medicare payment rates may have a material adverse effect on the Medicare reimbursements received by our tenants and operators

    Was: A reduction in Medicare payment rates for skilled nursing facilities may have an adverse effect on the Medicare reimbursements received by one of our tenants

  • 36% rewrittenRisks Related to the Healthcare Industry

    There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are in a position to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs

  • 33% rewrittenRisks Related to the Healthcare Industry

    We may change our targeted investments without stockholder consent

  • 32% rewrittenRisks Related to the Healthcare Industry

    Termination of SHOP leases by residents pursuant to state law mandated contractual provisions could have a material adverse effect on us

    Was: Termination of SHOP leases by residents pursuant to state law mandated contractual provisions could have an adverse effect on our business, financial condition and results of operations

  • 31% rewrittenRisks Related to our Properties and Operations

    We have acquired or financed, and may continue to acquire or finance, properties with lock-out provisions which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties

  • 28% rewrittenRisks Related to our Properties and Operations

    We assume additional operational risks and are subject to additional regulation and liability because we depend on eligible independent contractors to manage some of our facilities

  • 28% rewrittenRisks Related to our Corporate Structure

    We may choose to make distributions on our common stock in a combination of cash and shares of our common stock, in which case holders of our common stock may be required to pay U.S. federal income taxes in excess of the cash portion of such distributions they receive

    Was: We may choose to make distributions partly in cash and partly in shares of our common stock, in which case our stockholders may be required to pay U.S. federal income taxes in excess of the cash portion of such distributions they receive

  • 28% rewrittenRisks Related to our Indebtedness

    Changes in the debt markets could have a material adverse impact on us

    Was: Changes in the debt markets could have a material adverse impact on our earnings and financial condition

  • 26% rewrittenRisks Related to our Corporate Structure

    Because Estimated Per-Share NAV is only determined annually, it may differ significantly from our actual per‑share net asset value at any given time

  • 25% rewrittenRisks Related to the Healthcare Industry

    Our real estate investments are concentrated in healthcare-related facilities, and we may be materially and adversely affected by adverse trends in the healthcare industry

    Was: Our real estate investments are concentrated in healthcare-related facilities, and we may be negatively impacted by adverse trends in the healthcare industry

  • 25% rewrittenRisks Related to our Properties and Operations

    Our properties have been and may continue to be subject to impairment charges

  • 24% rewrittenRisks Related to the Healthcare Industry

    Certain of our facilities may be subject to pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments and could materially and adversely affect the profitability of our tenants and operators

    Was: Certain of our facilities may be subject to pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments and could adversely affect the profitability of our tenants and operators

  • 23% rewrittenRisks Related to our Corporate Structure

    Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders

  • 22% rewrittenRisks Related to our Corporate Structure

    These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for shares of our stock or otherwise be in the best interests of the stockholders

  • 21% rewrittenRisks Related to our Properties and Operations

    Our success is dependent on the continued contributions of certain key personnel

All 88 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Properties and Operations

  1. 01Our property portfolio has a high concentration of properties located in certain states. Our properties may be materially and adversely affected by economic cycles, natural disasters, local oversupply and other risks inherent to those states49% rewritten
  2. 02We may be unable to enter into contracts for and complete property acquisitions (especially in the SHOP segment) or dispositions on advantageous terms and our property acquisitions may not perform as we expect45% rewritten
  3. 03We may be unable to realize the anticipated synergies and other benefits of the Internalization or do so within the anticipated time frame39% rewritten
  4. 04We have not paid any distributions on our common stock in cash since 2020, and there can be no assurance we will pay distributions on our common stock in cash in the future64% rewritten
  5. 05Our results of operations have been, and may continue to be, adversely impacted by our inability to collect rent from tenants60% rewritten
  6. 06We obtain only limited warranties when we purchase a property and therefore have only limited recourse if our due diligence did not identify any issues that lower the value of the property
  7. 07Our properties and tenants may be unable to compete successfully44% rewritten
  8. 08We have acquired or financed, and may continue to acquire or finance, properties with lock-out provisions which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties31% rewritten
  9. 09Rising expenses could reduce cash flow38% rewritten
  10. 10Inflation may have an adverse effect on our investments and results of operations39% rewritten
  11. 11Physical and regulatory risks related to catastrophic weather and other natural events and climate change could have a material adverse impact on usNew
  12. 12Covenants, conditions and restrictions may impact our ability to operate a property
  13. 13We assume additional operational risks and are subject to additional regulation and liability because we depend on eligible independent contractors to manage some of our facilities28% rewritten
  14. 14Joint venture investments could be materially and adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and disputes between us and our co-venturers
  15. 15Net leases may not result in market rental rates over time
  16. 16We may be unable to renew leases or re-lease space as leases expire
  17. 17Our properties have been and may continue to be subject to impairment charges25% rewritten
  18. 18Our success is dependent on the continued contributions of certain key personnel21% rewritten
  19. 19If there are deficiencies in our disclosure controls and procedures or internal control over financial reporting, we could be materially and adversely affected73% rewritten
  20. 20We have experienced net losses in the past and may experience additional losses in the future38% rewritten
  21. 21We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business64% rewritten
  22. 22Negative publicity relating to the reputation and safety of our properties may adversely impact our brand and occupancy levelsNew
  23. 23We depend on a complex ecosystem of third-parties to support our business, which may increase execution risk and could materially and adversely affect usNew

Risks Related to Investments in Real Estate

  1. 24Our real estate investments are relatively illiquid, and therefore we may not be able to dispose of properties when we desire to do so or on favorable terms
  2. 25We may be unable to secure funds for future tenant improvements or capital needs
  3. 26We compete with third parties in acquiring properties and other investments and attracting creditworthy tenants
  4. 27Our methodology used to measure the credit quality of our tenants, and used in the selection, acquisition, expansion or development of our properties, may not be accurate and may materially and adversely affect usNew
  5. 28payments under their leases. If our assessment of credit quality proves to be inaccurate, we may be subject to defaults, and investors may view our cash flows as less stableNew
  6. 29If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases42% rewritten
  7. 30We may be materially and adversely affected by potential development and construction delays and resultant increased costs and risks
  8. 31We may suffer uninsured losses relating to real property or have to pay expensive premiums for insurance coverage
  9. 32Discovery of previously undetected environmentally hazardous conditions may materially and adversely affect us
  10. 33A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding
  11. 34If we sell properties by providing financing to purchasers, defaults by the purchasers could materially and adversely affect us
  12. 35Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal dataNew

Risks Related to the Healthcare Industry

  1. 36Our real estate investments are concentrated in healthcare-related facilities, and we may be materially and adversely affected by adverse trends in the healthcare industry25% rewritten
  2. 37The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us and materially and adversely affect our operators38% rewritten
  3. 38Reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid, or delays in receiving these reimbursements, could materially and adversely affect the profitability of our SHOP properties and hinder our tenants’ ability to make rent payments to us38% rewritten
  4. 39Required regulatory approvals can delay or prohibit transfers of our healthcare facilities
  5. 40A reduction in Medicare payment rates may have a material adverse effect on the Medicare reimbursements received by our tenants and operators37% rewritten
  6. 41Certain of our facilities may be subject to pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments and could materially and adversely affect the profitability of our tenants and operators24% rewritten
  7. 42We may incur costs associated with complying with the Americans with Disabilities Act
  8. 43Events that materially and adversely affect the ability of seniors and their families to afford daily resident fees at our SHOPs could cause our occupancy rates and resident fee revenues to decline
  9. 44Termination of SHOP leases by residents pursuant to state law mandated contractual provisions could have a material adverse effect on us32% rewritten
  10. 45There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are in a position to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs36% rewritten
  11. 46Tenants and operators of our healthcare-related assets may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may materially and adversely affect their ability to pay their rent payments or meet their other obligations to us
  12. 47We may experience material adverse effects as a result of potential financial and operational challenges faced by the tenants and operators of any senior housing facilities and skilled nursing facilities we own or acquire38% rewritten
  13. 48We may change our targeted investments without stockholder consent33% rewritten
  14. 49If our tenants or operators are found to have violated applicable privacy and security laws and regulations, as well as contractual obligations, our tenants or operators could be subject to sanctions, fines, damages and other additional civil or criminal penalties, which could have a material adverse effect on usNew

Risks Related to our Indebtedness

  1. 50Our level of indebtedness may increase our business risks
  2. 51Our financing arrangements have restrictive covenants, which may limit our ability to pursue strategic alternatives and react to changes in our business and industry or pay distributions
  3. 52Changes in the debt markets could have a material adverse impact on us28% rewritten
  4. 53Elevated interest rates may make it difficult for us to finance or refinance indebtedness secured by our properties and could increase the amount of our debt payments69% rewritten
  5. 54be required to obtain equity to repay the loan or to increase the collateral for the loan, which could materially and adversely affect usNew
  6. 55Any hedging strategies we utilize may not be successful in mitigating our risks
  7. 56We may be unable to raise additional capital on favorable terms, or at all, needed to grow our businessNew

Risks Related to our Corporate Structure

  1. 57Our common stock is not traded on a national securities exchange, and our share repurchase program (the “SRP”), which provides for repurchases only in the event of death or disability of a stockholder, is suspended. Stockholders may have to hold their shares for an indefinite period of time
  2. 58The Estimated Per-Share NAV of our common stock is based upon subjective judgments, assumptions and opinions about future events, and may not reflect the amount that our stockholders might receive for their shares54% rewritten
  3. 59Because Estimated Per-Share NAV is only determined annually, it may differ significantly from our actual per‑share net asset value at any given time26% rewritten
  4. 60The trading price of our Series A Preferred Stock and Series B Preferred Stock may fluctuate significantly
  5. 61We currently do not pay cash distributions on our common stock and we may be unable to pay or maintain cash distributions in the future or increase distributions over time
  6. 62The limit on the number of shares a person may own may discourage a third-party from acquiring us in a manner that might result in a premium price to our stockholders
  7. 63The terms of our Series A Preferred Stock, Series B Preferred Stock, and the terms of other preferred stock we may issue, may discourage a third- party from acquiring us in a manner that might result in a premium price to stockholders
  8. 64Conflicts of interest could arise as a result of our officers’ other positions and/or interests outside of usNew
  9. 65We have opted out of certain provisions of the MGCL relating to deterring or defending hostile takeoversNew
  10. 66The MGCL and our organizational documents limit our stockholders’ right to bring claims against our officers and directorsNew
  11. 67Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders23% rewritten
  12. 68Our business and operations could suffer if our operations experience system failures or cyber incidents or a deficiency in cybersecurity92% rewritten
  13. 69accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptionsNew
  14. 70We depend on the OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of the OP and its subsidiaries45% rewritten
  15. 71Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax
  16. 72Even as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders
  17. 73To qualify as a REIT, we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return
  18. 74Recharacterization of sale-leaseback transactions may cause us to lose our REIT status
  19. 75Certain of our business activities are potentially subject to the prohibited transaction tax
  20. 76TRSs are subject to corporate-level taxes and our dealings with TRSs may be subject to a 100% excise tax
  21. 77If the OP failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT
  22. 78If our “qualified health care properties” are not properly leased to a TRS or the managers of those qualified health care properties do not qualify as “eligible independent contractors,” we could fail to qualify as a REIT
  23. 79If our leases with TRSs are not respected as true leases for U.S. federal income tax purposes, we likely would fail to qualify as a REIT
  24. 80We may choose to make distributions on our common stock in a combination of cash and shares of our common stock, in which case holders of our common stock may be required to pay U.S. federal income taxes in excess of the cash portion of such distributions they receive28% rewritten
  25. 81The taxation of distributions can be complex; however, distributions to stockholders that are treated as dividends for U.S. federal income tax purposes generally will be taxable as ordinary income, which may reduce our stockholders’ after-tax anticipated return from an investment in us
  26. 82Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities
  27. 83Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities
  28. 84The ability of our Board to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to our stockholders
  29. 85We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility, and reduce the value of shares of our stock
  30. 86The share ownership restrictions for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities
  31. 87These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for shares of our stock or otherwise be in the best interests of the stockholders22% rewritten
  32. 88Potential characterization of dividends and other distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors

Other National Healthcare Properties 10-Ks

  • FY2024 10-K risk factors
    82 risks

    Portfolio concentration in Florida, Pennsylvania, and Georgia magnifies regional economic risks for National Healthcare Properties. Internalization increases operational costs and responsibilities for managing workforce directly. Heavy reliance on healthcare sector exposes business to stringent regulations and reimbursement shifts.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.