National Healthcare Properties, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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HEALTHCARE TRUST, INC.

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(Name of Registrant as Specified in its Charter)​

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(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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To the Stockholders of Healthcare Trust, Inc.:

I am pleased to invite you to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Healthcare Trust, Inc., a Maryland corporation (the “Company”), which will be held virtually on May 29, 2024 commencing at 3:00 p.m. Eastern Time. The items of business are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the proxy statement.

At the Annual Meeting you will be asked to elect the person named in the accompanying proxy statement as a Class I director and to vote on one other proposal as described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.

You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.meetnow.global/MZLYVUF. To participate in the meeting, you must have your control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. Stockholders will not be able to physically attend the Annual Meeting.

Details concerning the matters to come before stockholders at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide a convenient and economic way to access the proxy materials and authorize a proxy to vote your shares.

Your vote is very important. Please respond as soon as possible to help us avoid potential delays and additional expenses to solicit votes.

On behalf of the Board of Directors, we appreciate your support.

Sincerely,

/s/ Michael Anderson

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Michael Anderson

Chief Executive Officer

222 Bellevue Ave.

Newport, RI 02840

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2024

April 15, 2024

To the Stockholders of Healthcare Trust, Inc.:

I am pleased to invite our stockholders to the 2024 Annual Meeting of Stockholders, including any postponement or adjournment thereof (the “Annual Meeting”), of Healthcare Trust, Inc., a Maryland corporation (the “Company”). The Annual Meeting will be held on May 29, 2024 at 3:00 p.m. Eastern Time. The Annual Meeting will be a “virtual meeting” of stockholders which will be conducted exclusively online via live webcast. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via the live webcast by visiting www.meetnow.global/MZLYVUF.

If you plan to attend the Annual Meeting online, you will need the control number included on the Notice of Internet Availability of Proxy Materials or, if you requested paper copies, in the instructions printed on your proxy card. Instructions are also described in the accompanying proxy statement. At the Annual Meeting, you will be asked to consider and vote upon (1) the election of one member of the Board of Directors to serve until the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and until his successor is duly elected and qualifies, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and (3) the transaction of such other matters as may properly come before the Annual Meeting. Our Board of Directors has fixed the close of business on April 5, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Record holders of shares of the Company’s common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.

For further information regarding the matters to be acted upon at the Annual Meeting, I urge you to carefully read the accompanying proxy statement. The Company makes proxy materials available to its stockholders on the Internet. The Company is relying on Securities and Exchange Commission rules that allow the Company to furnish proxy materials to you via the Internet. Unless you have already requested to receive a printed set of proxy materials, you will receive a Notice Regarding the Internet Availability of Proxy Materials (the “Notice of Availability”). This Notice of Availability contains instructions on how to access proxy materials and authorize a proxy to vote your shares via the Internet or, if you prefer, to request a printed set of proxy materials at no additional cost to you.

You can access proxy materials at https://www.proxy-direct.com/hti-33891. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.

By Order of the Board of Directors,

/s/ Scott M. Lappetito

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Chief Financial Officer, Secretary and Treasurer

You are cordially invited to attend the Annual Meeting. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting in person via webcast or not, it is important that your shares be voted on matters that come before the Annual Meeting. Your vote is important.

This Notice of Annual Meeting and proxy statement are first being distributed or made available, as the case may be, on or about April 15, 2024.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 29, 2024. This proxy statement and our Annual Report on Form 10-K (as amended) are available free of charge at https://www.proxy-direct.com/hti-33891.