v3.25.4
Related Party Transactions and Arrangements
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions and Arrangements Related Party Transactions and Arrangements
As of December 31, 2025 and 2024, Healthcare Trust Special Limited Partner, LLC, an affiliate of the former Advisor, owned 2,718 shares of the Company’s outstanding common stock and the former Advisor and its parent entity separately held 90 partnership units in the OP designated as “Common OP Units”.
Fees Incurred in Connection with the Operations of the Company
Pursuant to the Company’s advisory agreement with the former Advisor, until the termination of such agreement in connection with the Internalization, the former Advisor managed the Company’s day-to-day operations. Under the previous advisory agreement, the Company was required to pay the former Advisor and its other affiliates a base management fee, a variable management / incentive fee if certain thresholds were met and a property management fee, along with reimbursement for certain property level expenses. Upon termination of the advisory agreement, the Company is no longer obligated to pay these fees and expenses.
With respect to periods ending prior to April 1, 2015, pursuant to the then effective advisory agreement and the limited partnership agreement of the OP, the Company issued to the former Advisor an asset management subordinated participation in the form of partnership units of the OP designated as “Class B Units” (“Class B Units”). During these periods, the Company issued 359,250 Class B Units to the former Advisor, all of which have vested.
The Company also reimbursed the former Advisor for services provided for which it incurred investment-related expenses and the former Advisor’s costs of providing administrative services, including personnel costs, and certain transitional services following the closing of the Internalization.
Promissory Note
In connection with the consideration payable under the Internalization Agreement, the Company issued the Promissory Note in a principal amount of $30.3 million to the former Advisor’s parent entity on the Closing Date, which was included in accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2024. In January 2025, the Company repaid the Promissory Note in full.
Summary of fees, expenses and related payables
No amounts were incurred or payable to the former Advisor and its other affiliates during and as of the year ended December 31, 2025. The following table details the previous amounts incurred and payable to the former Advisor and its other affiliates in connection with the Company’s operations-related services described above as of and for the periods presented (dollars in thousands):
Year ended December 31,
Payable as of
 20242023December 31,
Incurred
Incurred2024
Non-recurring fees and reimbursements:
Acquisition cost reimbursements$20 $32 $— 
Ongoing fees and reimbursements:
Asset management fees 16,374 21,831 — 
Professional fees and other reimbursements (1)
10,589 10,595 — 
Property management fees
3,584 4,135 — 
Termination fees (including the Promissory Note) (2)
106,650 — 30,267 
Total related party operation fees and reimbursements$137,217 $36,593 $30,267 
__________
(1)Included in general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. For the year ended December 31, 2024, includes amount related to the purchase of tail directors and officers liability insurance policy covering the former Advisor and the Company in connection with the Internalization.
(2)For the year ended December 31, 2024, includes the Closing Payments payable to the former Advisor pursuant to the terms of the Internalization and the Promissory Note issued in connection with the Internalization, which was paid in full in January 2025.