National Healthcare Properties (Nasdaq: NHP) priced its initial public offering at $12 per share on April 22, 2026 — 88% below the split-adjusted price original investors paid. For shareholders who held the nontraded REIT since its 2012 inception at $25 per share (equivalent to $100 after the 4-for-1 reverse split in September 2024), the listing represents a near-total wipeout of their investment.
The $12 offering price also came in below the company’s own $13–$16 marketed range and its board-approved net asset value (NAV) of $32.15 per share as of December 31, 2024. The stock opened at $11.56 (down 3.7%) and closed flat at $12.00. After-hours trading showed further weakness at $11.87.
Key takeaways
- NHP priced its IPO at $12/share, below the $13–$16 range and 63% below the board-approved NAV of $32.15
- Original investors face an 88% loss — the nontraded REIT was sold at $25/share in 2012, equivalent to $100 post-reverse split
- Legacy shareholders are locked out until October 19, 2026 — they cannot sell on Nasdaq for 180 days after the IPO
- The company paid $98.2 million in management termination fees to AR Global and affiliates during internalization
- FINRA arbitration may provide a path to recovery for investors who received unsuitable recommendations or misleading information
From Healthcare Trust Inc. to National Healthcare Properties
National Healthcare Properties began in 2012 as Healthcare Trust Inc., a nontraded REIT sponsored by AR Global (formerly American Realty Capital). Like many nontraded REITs, it was distributed through broker-dealer and registered investment advisor (RIA) networks to retail investors — often retirees seeking income and stability.
The REIT accumulated a portfolio of senior housing communities and outpatient medical facilities across 29 states:
| Asset type | Count | Details |
|---|---|---|
| Senior housing communities | 37 | 3,615 units, all under RIDEA structures |
| Outpatient medical facilities | 130 | ~3.7 million sq ft GLA |
| States | 29 | Nationwide footprint |
In October 2024, the company completed an internalization transaction, paying $98.2 million in termination fees to AR Global and affiliates. It rebranded as National Healthcare Properties and began preparing for a public listing. The entire senior housing portfolio operates under RIDEA structures — not traditional net leases — meaning NHP shares operating risk with property operators.
The 88% loss: how investors got here
Original investors in Healthcare Trust Inc. paid $25 per share in 2012. In September 2024, the company executed a 4-for-1 reverse stock split, making the split-adjusted original cost $100 per share.
| Metric | Value | Source |
|---|---|---|
| Original offering price (2012) | $25/share | Public filings |
| Split-adjusted original cost | $100/share | 4-for-1 reverse split (Sept 2024) |
| Board-approved NAV (Dec 31, 2024) | $32.15/share | Company board valuation |
| IPO price (April 22, 2026) | $12/share | S-11 filing |
| Loss from original cost | 88% | Split-adjusted calculation |
| Loss from board NAV | 63% | $12 vs. $32.15 |
The IPO priced $1 below the bottom of the company’s own $13–$16 marketed range — a signal that institutional buyers were unwilling to pay even the minimum the company expected. When underwriters Wells Fargo, Morgan Stanley, and BMO Capital Markets could not generate enough interest at $13, the $12 price reflects discounted demand, not discounted value.
The lockup trap: legacy shareholders cannot sell until October 2026
Legacy nontraded REIT shares cannot be listed or traded on Nasdaq until they convert to Class A shares, expected on or about October 19, 2026 — 180 days after pricing. Investors who held shares for over a decade now face six more months of illiquidity. They cannot sell at the IPO price. They cannot sell at any price on the open market.
Red flags in the NHP IPO
Below-range pricing signals weak demand. Pricing below the bottom of the marketed range indicates that institutional buyers were unwilling to pay even the minimum the company expected.
Management termination fees preceded investor losses. The company paid $98.2 million in termination fees to AR Global and affiliates during the October 2024 internalization. This money came from the same pool of investor capital that funded the REIT’s operations and acquisitions.
The reverse split masked the true trajectory. The 4-for-1 reverse split reduced the share count but did not change the underlying value. Investors who originally purchased 400 shares at $25 each now hold 100 shares priced at $12 each instead of $48 — making the post-IPO price appear more reasonable while obscuring the magnitude of long-term investor losses.
Net losses continue. National Healthcare Properties reported a net loss of $71.1 million attributable to common stockholders for fiscal year 2025.
Pending asset sale adds uncertainty. A non-binding letter of intent (LOI) signed in April 2026 proposes selling the outpatient medical facility portfolio for $528 million, which would concentrate the company’s revenue in senior housing.
What is a nontraded REIT?
A nontraded REIT (real estate investment trust) is a security that invests in real estate but does not trade on a public stock exchange. Investors buy shares directly from the REIT or through broker-dealers. Key characteristics include:
- Limited liquidity — investors typically cannot sell shares for 7–10 years
- High fees — nontraded REITs often charge upfront fees of 10–15%, reducing the effective investment from Day 1
- NAV uncertainty — the REIT’s board sets its own value estimate, which may not reflect what shares would fetch on the open market
- Reverse splits — many nontraded REITs execute reverse splits before listing to make the share price look reasonable, obscuring the true loss to original investors
NHP fits this pattern precisely. Sold at $25/share, reverse-split 4-for-1, and now listed at $12 — which equals $3 on a pre-split basis, an 88% decline from the original offering price.
The American Healthcare REIT comparison
National Healthcare Properties is not the first nontraded healthcare REIT to go public at a steep discount. American Healthcare REIT (NYSE: AHR) followed a similar trajectory:
| Metric | American Healthcare REIT (AHR) | National Healthcare Properties (NHP) |
|---|---|---|
| IPO price | $12 | $12 |
| NAV at IPO | $31.40 | $32.15 |
| Discount to NAV | 62% | 63% |
| Discount to original cost | 70% | 88% |
| Stock at lockup expiry | $15.67 | TBD (Oct 2026) |
| Subsequent high | $54.67 | TBD |
| Current price | $47.76 | $12.00 |
AHR’s stock eventually recovered beyond the original split-adjusted cost, reaching $54.67. However, this outcome is not guaranteed for NHP — and the comparison itself reveals the risk. AHR’s recovery requi
Were you sold an unsuitable investment?
red sustained investor confidence, favorable sector conditions, and operational execution. NHP faces the same lockup period, a larger loss from original cost, and an active portfolio transition still in progress.
If your broker or financial advisor recommended Healthcare Trust Inc. (now National Healthcare Properties) as a nontraded REIT, you may have grounds for recovery if any of the following apply:
- Unsuitable recommendation — the investment was inappropriate for your risk tolerance, time horizon, income needs, or overall portfolio concentration
- Misrepresentation or omissions — your advisor failed to disclose the risks of nontraded REITs, the impact of high upfront fees, the likelihood of illiquidity, or the potential for reverse splits
- Failure to supervise — the broker-dealer firm did not adequately supervise the recommendation or monitor the position as losses mounted
- Breach of fiduciary duty — if your advisor acted as a fiduciary, recommending a product with 10–15% upfront fees and a decade of lockup may constitute a breach
- Concentration — if the REIT represented an excessive percentage of your portfolio, the recommendation may have been unsuitable regardless of the product’s individual merits
FINRA (Financial Industry Regulatory Authority) Rule 2111 requires brokers to recommend only investments that are suitable for each customer’s specific situation. Nontraded REITs — with their high fees, limited liquidity, and history of significant losses — are rarely suitable for retail investors seeking income and capital preservation.
Your legal options: FINRA arbitration
Investors who lost money in National Healthcare Properties may pursue recovery through FINRA (Financial Industry Regulatory Authority) arbitration — the primary forum for securities disputes between investors and broker-dealers.
The process works as follows:
- File a statement of claim describing the misconduct and losses
- Select arbitrators from a FINRA-approved panel
- Present evidence including account statements, suitability documents, and communications
- Receive an award — binding and enforceable, with limited grounds for appeal
FINRA claims are subject to a six-year eligibility rule and state statutes of limitations that can range from 2–6 years. For investors who purchased shares in 2012–2018, the window for filing may be narrowing or closing. Delay risks waiving your right to recover.
Frequently asked questions
What is the National Healthcare Properties IPO price?
NHP priced its IPO at $12 per share on April 22, 2026, below the marketed range of $13–$16 and 63% below the board-approved NAV of $32.15.
How much money did original NHP investors lose?
Original investors who purchased Healthcare Trust Inc. at $25/share (split-adjusted $100) face an 88% loss at the $12 IPO price. Investors measured against the board-approved NAV of $32.15 face a 63% loss.
When can legacy NHP shareholders sell their stock?
Legacy nontraded REIT shares cannot be traded on Nasdaq until Class A share conversion, expected on or about October 19, 2026 — 180 days after the IPO pricing date.
Can I recover losses from my National Healthcare Properties investment?
You may be able to recover losses through FINRA arbitration if your broker made unsuitable recommendations, failed to disclose material risks, or concentrated your portfolio in nontraded REITs. Contact a securities attorney for a free case evaluation.
What is a nontraded REIT?
A nontraded REIT is a real estate investment trust that does not trade on a public exchange. Investors buy shares through broker-dealers, typically face 7–10 years of illiquidity, and often pay upfront fees of 10–15% that reduce their effective investment from the start.
Why did NHP price below its IPO range?
The $12 price — $1 below the bottom of the $13–$16 range — signals weak institutional demand. Underwriters Wells Fargo, Morgan Stanley, and BMO Capital Markets could not generate sufficient buyer interest at even the minimum expected price.
Why investors turn to Haselkorn & Thibaut
Haselkorn & Thibaut, P.A. fights differently. Both partners are former Wall Street defense attorneys who spent decades defending the financial institutions that now stand on the other side. They use that insider knowledge to aggressively fight for individual investors who suffered losses from unsuitable investment recommendations.
With a 98% success rate across hundreds of investor claims, over 50 years of combined securities law experience, and more than $520 million involved in securities matters, the firm has earned a Top 2% Martindale-Hubbell AV Preeminent rating — the highest peer-reviewed distinction available. Their attorneys are Super Lawyers designated and hold 5.0-star client reviews.
The firm operates on a No Recovery, No Fee basis. There are no upfront costs, and the firm only collects a fee if they successfully recover money on behalf of the client. With offices in Florida, New York, Arizona, Texas, and North Carolina, Haselkorn & Thibaut is well-positioned to represent NHP investors nationwide.
Contact Haselkorn & Thibaut today
National Healthcare Properties investors who have suffered losses should not wait to explore their legal options. FINRA arbitration filing deadlines and statutes of limitations can limit the time available to bring a claim, making it important to act promptly.
To speak with experienced securities attorneys and receive a free, confidential case evaluation, contact Haselkorn & Thibaut today:
Haselkorn & Thibaut specializes in fighting for investors nationwide and has offices in Florida, New York, North Carolina, Arizona, and Texas. Over 50 years of experience. 98% success rate. No recovery, no fee.
Disclaimer: This article is based on publicly available information, including S-11 filings, company press releases, and news reports. Information is not guaranteed to be accurate or complete. This article discusses potential legal claims that involve allegations not yet proven in any forum. Reading this article does not create an attorney-client relationship. Investors should consult with a qualified securities attorney before taking any legal action.
