---
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"
generated_at: "2026-05-19T17:02:39.493577+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# NorthStar Healthcare acquired by Welltower affiliate in all-cash merger at $3.03/share

## Summary
- 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).

## SEC filing metadata
- accession: 0001193125-25-137880
- form_type: 8-K
- cik: 0001503707
- company_name: NorthStar Healthcare Income, Inc.
- filed_at: 2025-06-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-137880
- JSON: https://secwatch.observer/filing/0001193125-25-137880.json
- Plain text: https://secwatch.observer/filing/0001193125-25-137880.txt

## Key facts
- Executive change
  Jonathan A. Carnella resigned as Director at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  T. Andrew Smith resigned as Director at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  Nicholas R. Balzo resigned as Chief Financial Officer and Treasurer at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Chief Financial Officer and Treasurer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  Ann B. Harrington resigned as General Counsel and Secretary at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: General Counsel and Secretary
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  Gregory A. Samay resigned as Director at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  Kendall K. Young resigned as Director at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- Executive change
  Kendall K. Young resigned as Chief Executive Officer and President at NorthStar Healthcare Income, Inc..
  - Action: resigned
  - Role: Chief Executive Officer and President
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Compound Merger Sub LLC
  - Consideration: $3.03 per share in cash
  - Closing: 2025-06-09
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1503707/000119312525137880/0001193125-25-137880-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.