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0001047335
0001047335
2026-06-29
2026-06-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2026
NATIONAL HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-13489 (Commission File Number) | 52-2057472 (IRS Employer Identification No.) |
| | |
100 E. Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices) | | 37130 (Zip Code) |
Registrant’s telephone number, including area code: (615) 890-2020
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | NHC | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously disclosed, on April 21, 2026, NHC/OP, L.P., a Delaware limited partnership (the “Purchaser”) and a wholly-owned subsidiary of National HealthCare Corporation (“NHC”), on behalf of itself and its affiliates identified in the Purchase Agreement, each of which is a wholly-owned subsidiary of NHC (collectively, together with the Purchaser, “we,” “us,” or “our”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with National Health Investors, Inc. (“NHI”), a publicly-traded real estate investment trust, on behalf of itself and its affiliates identified in the Purchase Agreement (collectively, together with NHI, the “Seller Parties”), to purchase from the Seller Parties the land, facilities, and improvements, including 32 skilled nursing facilities and three independent living facilities (collectively, the “Property,” and with respect to the 35 facilities, the “Facilities”), currently leased by us, as tenant, from the Seller Parties, as landlord, under a Master Agreement to Lease dated October 17, 1991, as amended, and those single Facility leases executed by the parties (collectively, the “Master Lease”). The purchase and sale of the Property and other transactions contemplated by the Purchase Agreement are referred to herein as the “Transaction.”
As also previously disclosed, on May 26, 2026, NHC entered into a Credit Agreement (the “Credit Agreement”) among NHC, as borrower, certain subsidiaries of NHC, as the guarantors (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A. (“Bank of America”), as administrative agent, swingline lender and issuer of letters of credit. The initial funding under the Credit Agreement was conditioned upon, among other things, and was contemplated to occur on the same date as the consummation of the Transaction.
On July 1, 2026 (the “Closing Date”), the Transaction was consummated in accordance with the Purchase Agreement. Pursuant to the Purchase Agreement, the purchase price paid by us to the Seller Parties was $560 million in cash (the “Purchase Price”). The Purchase Price was funded by borrowings under the Credit Agreement, as amended, and cash on hand.
Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2026, NHC entered into a first amendment to the Credit Agreement (the “First Amendment”) among NHC, the Guarantors, the Lenders, and Bank of America, as administrative agent. The First Amendment increased the senior unsecured revolving credit facility under the Credit Agreement from $50 million to $75 million. The First Amendment did not modify the other terms and conditions of the Credit Agreement described in NHC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2026 (the “May 27th Current Report”). The Credit Agreement as amended by the First Amendment is hereinafter referred to as the “Credit Agreement.”
On the Closing Date, contemporaneously with the consummation of the Transaction, we and the Seller Parties entered into a Partial Master Lease Termination Agreement and Partial Assignment and Assumption of Master Lease (the “Master Lease Termination Agreement”), in substantially the form previously filed as an exhibit to NHC’s Current Report on Form 8-K filed with the SEC on April 21, 2026 (the “April 21st Current Report”). Pursuant to the Master Lease Termination Agreement (i) the Master Lease was terminated with respect to all of the Facilities other than the four skilled nursing facilities located in Florida (the “Florida Facilities”), which are subleased to a third-party operator, and (ii) the Seller Parties assigned to a wholly-owned subsidiary of NHC, and such NHC subsidiary assumed, the Master Lease with respect to the Florida Facilities.
The information set forth in Item 1.01 of the May 27th Current Report and Item 1.01 of the April 21st Current Report is incorporated by reference into this Item 1.01 to the extent such information is responsive to the disclosure requirements of Item 1.01 of Current Report on Form 8-K.
The foregoing summary descriptions of the terms of the First Amendment and the Master Lease Termination Agreement are qualified in their entirety by the full text of the First Amendment and the Master Lease Termination Agreement, respectively, copies of which are filed as Exhibits 10.1 and 10.2 to this report and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this report, Item 1.01 of the April 21st Current Report, and Item 1.01 of the May 27th Current Report is incorporated by reference into this Item 1.02 to the extent such information is responsive to the disclosure requirements of Item 1.02 of Current Report on Form 8-K.
On the Closing Date, as contemplated by the Credit Agreement, NHC terminated all commitments to lend under that existing Credit Agreement dated as of August 1, 2024 (the “Existing Credit Agreement”) among NHC, as borrower, certain of NHC’s subsidiaries, as guarantors, and Bank of America. As of immediately prior to such termination, there were no outstanding borrowings or other amounts due under the Existing Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note to this report and in Item 1.01 of the April 21st Current Report is incorporated by reference into this Item 2.01 to the extent such information is responsive to the disclosure requirements of Item 2.01 of Current Report on Form 8-K. The Purchase Price was determined through arms’ length negotiations between our management and NHI management, and the Transaction was unanimously approved by the disinterested directors (as that term is used in Section 144 of the Delaware General Corporation Law) of NHC.
The summary description of the terms of the Purchase Agreement and the Transaction provided in this report and in Item 1.01 of the April 21st Current Report does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the April 21st Current Report and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note of this report, Item 1.01 of this report, and Item 1.01 of the May 27th Current Report is incorporated by reference into this Item 2.03 to the extent such information is responsive to the disclosure requirements of Item 2.03 of Current Report on Form 8-K.
On the Closing Date, pursuant to the terms of the Credit Agreement, NHC drew down the entire $475 million under the senior unsecured term loan facility and $55 million under the senior unsecured revolving credit facility to pay a portion of the Purchase Price and other fees and expenses related to the Transaction.
The summary description of the terms of the Credit Agreement and NHC’s financial obligations under the Credit Agreement provided in this report and in Item 1.01 of the May 27th Current Report does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the May 27th Current Report and a copy of the First Amendment is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, NHC issued a press release announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Item 7.01, including in Exhibit 99.1 to this report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and such information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation by reference language in any such filing, except as NHC expressly sets forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1* | First Amendment to Credit Agreement, dated as of June 29, 2026, among National HealthCare Corporation, as the borrower, certain subsidiaries of the borrower identified therein, as the guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. |
| 10.2 | Partial Master Lease Termination Agreement and Partial Assignment and Assumption of Master Lease by and among National Health Investors, Inc. and NHC/OP, L.P. and certain of their respective affiliates named therein. |
| 99.1 | Press release issued by National HealthCare Corporation on July 1, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. NHC agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2026
NATIONAL HEALTHCARE CORPORATION
By: | /s/Stephen F. Flatt | |
Name: | Stephen F. Flatt | |
Title: | President and Chief Executive Officer | |
Exhibit 99.1
For Release July 1, 2026
Contact: Casey Reese
615-571-2992 | media@nhccare.com
NHC COMPLETES ACQUISITION OF THIRTY-FIVE NHI FACILITIES
MURFREESBORO, TN. (July 1, 2026) – National Healthcare Corporation (NYSE American: NHC), a national leader in senior care, announced today that it has completed the acquisition of the real estate of thirty-two skilled nursing facilities and three independent living facilities from National Health Investors, Inc. and its affiliates (“NHI”) for a $560 million purchase price. NHC, through affiliates, had been leasing and operating these facilities under a Master Agreement to Lease with NHI originally entered into in 1991.
“We are confident that owning these healthcare centers – versus leasing – will yield strong, long-term returns for our investors and is expected to be accretive to earnings and cash flow. Securing ownership of these important assets was an important aspect of our operational strategy and vision for NHC,” said Steve Flatt, Chief Executive Officer of NHC.
The real estate where these facilities are located is in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia. NHC currently operates and will continue to operate all of these facilities, except four Florida skilled nursing facilities. The four Florida skilled nursing facilities will continue to be subject to a third-party operator’s lease. NHC operates multiple skilled nursing facilities, assisted living and independent living communities, as well as homecare and hospice agencies within this geographic footprint. The acquisition complements NHC’s current asset portfolio within these regions.
“Continuing to provide exceptional patient care in these communities is a central priority, and acquiring this real estate ensures we have the operational control to achieve that objective. Since we were already operating and offering many health care service lines, including assisted living, homecare, hospice, and behavioral health, within this geographic footprint, the acquisition also enhances and complements that continuum of care,” Dr. Flatt continued.
About National HealthCare Corporation
NHC affiliates operate for themselves and third parties 80 skilled nursing facilities with 10,323 beds. NHC affiliates also operate 26 assisted living communities with 1,413 units, nine independent living communities with 775 units, three behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies. NHC’s other services include Alzheimer’s and memory care units, pharmacy services, a rehabilitation services company, and providing management and accounting services to third party post-acute operators. Other information about the company can be found on our website at www.nhccare.com.
Forward-Looking Statements
Statements in this press release that are not historical facts are “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our intentions, plans, and expectations concerning the potential benefits of ownership of the newly acquired properties, our operations, services, and competitive position, our future financial position, performance, and investor returns, and any other statements that are not statements of historical fact, including, without limitation, those statements containing words such as “expect,” “believe,” “continue,” “complement,” “may,” “will,” or the negative version of these words and similar expressions, are forward-looking statements. NHC cautions investors that forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties and are not guarantees of future performance. Actual results, performance, or achievements could differ materially from those expressed or implied by any forward-looking statement as a result of various risks and uncertainties, including, without limitation: an event of default, or the assertion of an event of default, under our credit facilities; a significant increase in interest expense on our indebtedness; limitations on operating flexibility due to restrictive covenants under our credit facilities; costs of maintaining and enhancing our real estate assets and equipment; liabilities and other claims asserted against us and patient care liabilities, as well as the resolution of current litigation; availability of insurance for liabilities and indemnification obligations; national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, risks associated with third-party operators of facilities owned by us; and other risks and uncertainties described in NHC’s reports and other filings with the Securities and Exchange Commission, including NHC’s Annual Report on Form 10-K for the year ended December 31, 2025. NHC cautions investors not to place undue reliance on forward-looking statements, which are qualified in their entirety by this cautionary statement. NHC expressly disclaims any obligation to update forward-looking statements, which speak only as of the date of this press release, whether as a result of new information, future events or otherwise, except as required by applicable law.
