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National Healthcare Properties, Inc.

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

NHPBP$25.44+0.0%Stored close · as of Oct 5, 2026

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Item 8. Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of National Healthcare Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of National Healthcare Properties, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Indicators Assessment of Real Estate Investments, net

As described in Note 2 and 3 to the consolidated financial statements, the Company’s real estate investments, net balance was $1.52 billion as of December 31, 2025. Management assesses on a continuous basis whether there are indicators that the carrying value of the Company’s real estate properties may be impaired. Impairment indicators include significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period. If any of these indicators are present, management evaluates whether the property’s carrying value may not be recoverable based on an estimate of future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. If an impairment exists due to the inability to recover the carrying value, the Company will recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of real estate properties which are held for use.

The principal considerations for our determination that performing procedures relating to the assessment of the impairment indicators for real estate investments, net is a critical audit matter are (i) the significant judgment by management to identify and evaluate the impairment indicators of the carrying value of real estate properties; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification and evaluation of the impairment indicators related to significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for identifying and evaluating impairment indicators for real estate investments, net, (ii) testing the completeness and accuracy of certain underlying data used in the assessment, and (iii) evaluating the reasonableness of management’s assessment of the

Report of Independent Registered Public Accounting Firm

impairment indicators related to significant declines in market value, changes in property use or condition, legal or business developments, costs that significantly exceed management’s expectations, ongoing operating losses, and changes in anticipated holding period. Evaluating the reasonableness of management’s assessment of the impairment indicators involved (i) considering whether the indicators were consistent with evidence obtained from other audit procedures and (ii) evaluating management’s assessment over (a) significant declines in market value and adverse changes in property use or condition, (b) legal, regulatory, and business developments that could impact asset values, (c) whether costs incurred and projected to be incurred significantly exceeded management’s original expectations, (d) ongoing operating losses, including reductions in occupancy or negative cash flows, and (e) anticipated changes in holding period, including management’s intent with respect to holding or disposing of real estate properties.

/s/PricewaterhouseCoopers LLP

New York, New York

February 20, 2026

We have served as the Company's auditor since 2019.

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