{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-137880","form_type":"8-K","ticker":null,"cik":"0001503707","company_name":"NorthStar Healthcare Income, Inc.","filed_at":"2025-06-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.513969+00:00","generated_at":"2026-05-19T17:02:39.493577+00:00","sec_items":["2.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"NorthStar Healthcare acquired by Welltower affiliate in all-cash merger at $3.03/share","bullets":["Merger completed June 9, 2025; each share converted to $3.03 cash.","Company ceased to exist; Merger Sub (Compound Merger Sub LLC) is surviving entity.","All directors resigned: T. Andrew Smith, Jonathan A. Carnella, Gregory A. Samay, Kendall K. Young.","Officers departed: Kendall K. Young (CEO/President), Nicholas R. Balzo (CFO/Treasurer), Ann B. Harrington (GC/Secretary).","Transaction financed with cash on hand; control passed to Compound Holdco LLC (Welltower OP LLC affiliate)."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-137880","json":"https://secwatch.observer/filing/0001193125-25-137880.json","markdown":"https://secwatch.observer/filing/0001193125-25-137880.md","text":"https://secwatch.observer/filing/0001193125-25-137880.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/d126203d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T17:02:39.493577+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3033690b53","claim":"Jonathan A. Carnella resigned as Director at NorthStar Healthcare Income, Inc..","evidence_excerpt":"T. Andrew Smith, Jonathan A. Carnella, Gregory A. Samay and Kendall K. Young each resigned from the Company’s board of directors effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"49ac439746","claim":"T. Andrew Smith resigned as Director at NorthStar Healthcare Income, Inc..","evidence_excerpt":"T. Andrew Smith, Jonathan A. Carnella, Gregory A. Samay and Kendall K. 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Harrington General Counsel and Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"9b53f96799","claim":"Ann B. Harrington resigned as General Counsel and Secretary at NorthStar Healthcare Income, Inc..","evidence_excerpt":"the following officers resigned from the offices indicated besides such officers’ names and ceased to serve in such offices: Kendall K. Young Chief Executive Officer and President Nicholas R. Balzo Chief Financial Officer and Treasurer Ann B. Harrington General Counsel and Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"General Counsel and Secretary"}],"fact_type":"executive_change"},{"claim_id":"bfd21f2b8e","claim":"Gregory A. Samay resigned as Director at NorthStar Healthcare Income, Inc..","evidence_excerpt":"T. Andrew Smith, Jonathan A. Carnella, Gregory A. Samay and Kendall K. 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Young each resigned from the Company’s board of directors effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f1aa165d1d","claim":"Kendall K. Young resigned as Chief Executive Officer and President at NorthStar Healthcare Income, Inc..","evidence_excerpt":"the following officers resigned from the offices indicated besides such officers’ names and ceased to serve in such offices: Kendall K. Young Chief Executive Officer and President Nicholas R. Balzo Chief Financial Officer and Treasurer Ann B. Harrington General Counsel and Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer and President"}],"fact_type":"executive_change"},{"claim_id":"b37e5a9b2bc811c219cd6925d7f5f1ea80d95533","claim":"NorthStar Healthcare Income, Inc. underwent a change of control involving Compound Merger Sub LLC for $3.03 per share in cash (closed 2025-06-09).","evidence_excerpt":"any wholly owned subsidiary of Parent or the Company, which were cancelled and retired at the Effective Time) was converted into the right to receive an amount in cash equal to $3.03, as may be adjusted in accordance with the terms of the Merger Agreement (the “Merger Consideration”), without interest, but subject to any withholding required under applicable","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Compound Merger Sub LLC"},{"label":"Consideration","value":"$3.03 per share in cash"},{"label":"Closing","value":"2025-06-09"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}