NHI (NYSE: NHI) plans $560M sale of NHC skilled nursing portfolio
Rhea-AI Filing Summary
National Health Investors, Inc. amended a prior current report to correct the date it entered into a Purchase and Sale Agreement with National HealthCare Corporation affiliates and reaffirm details of a major asset sale.
The company agreed to sell 32 skilled nursing facilities and three independent living facilities for $560 million, payable at closing. NHC currently leases these 35 properties under a master lease and will acquire the real estate on an “as is, where is” basis, assuming risk of loss before closing. The purchaser must post a $5 million initial deposit and an additional $15 million after a review period, while NHI will post a $20 million seller liquidated damages deposit, all subject to detailed termination and refund provisions.
The transaction is expected to close in the third quarter of 2026, with the press release indicating an anticipated closing around July 1, 2026, subject to customary conditions including antitrust clearance and no financing contingencies. NHI’s investor materials state that the sale is intended to strengthen its balance sheet, reduce skilled nursing exposure, increase its focus on private-pay senior housing, and lower net debt-to-annualized EBITDA to about 2.3x with approximately $1.4 billion of available liquidity. The 35 properties generated about $39.7 million of cash lease revenue in 2025, and NHI expects to use net proceeds to repay debt and fund new investments, potentially including tax-deferred Section 1031 exchanges.
Positive
- $560 million portfolio sale strengthens balance sheet and liquidity, with company materials indicating pro forma net debt-to-annualized EBITDA of about 2.3x and approximately $1.4 billion of available liquidity, providing more capacity to repay borrowings and pursue new senior housing investments.
Negative
- None.
Insights
NHI is monetizing a large NHC portfolio to de-risk its mix and bolster liquidity.
National Health Investors agreed to sell 35 facilities leased to National HealthCare Corporation for $560 million. These assets produced roughly $39.7 million of cash lease revenue in 2025, so the deal is sizable relative to current income. The buyer is the existing operator, which can ease transition risk.
Company materials highlight a strategic shift: the Senior Housing Operating Portfolio is expected to represent about 22.0% of total investments and 13.8% of annualized NOI on a pro forma basis, while skilled nursing exposure drops to roughly 12.2% of investments and 16.5% of annualized NOI. Management frames this as a move toward private-pay senior housing and away from skilled nursing reimbursement exposure.
Pro forma credit metrics also change. NHI indicates consolidated net debt-to-annualized EBITDA of about 2.3x and available liquidity near $1.4 billion after the transaction, implying more financial flexibility for future investments. The deal has no financing contingency but remains subject to customary closing conditions and Hart-Scott-Rodino review, so completion timing and capital redeployment details will likely be addressed in the company’s earnings release for the quarter ended March 31, 2026.
8-K Event Classification
4 items: 1.01, 1.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Portfolio sale price: $560 million
2025 cash lease revenue: $39.7 million
Transaction costs: $6.0–$8.0 million
+5 more
8 metrics
Portfolio sale price
$560 million
Purchase price for 32 SNFs and 3 ILFs sold to NHC affiliates
2025 cash lease revenue
$39.7 million
Cash lease revenue in 2025 from the 35 NHC-leased properties
Transaction costs
$6.0–$8.0 million
Expected transaction costs related to the NHC portfolio sale
Initial purchaser deposit
$5 million
Non-refundable after review period, subject to agreement terms
Additional purchaser deposit
$15 million
Due within seven business days after the review period expires
Seller liquidated damages deposit
$20 million
NHI deposit payable as liquidated damages in specified terminations
Pro forma net debt/EBITDA
2.3x
Net debt-to-annualized EBITDA after transaction, per company materials
Pro forma available liquidity
$1.4 billion
Estimated liquidity following completion of the transaction
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Master Lease, Senior Housing Operating Portfolio (SHOP), net debt-to-annualized EBITDA, +2 more
6 terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"subject to customary closing conditions, including, but not limited to, the expiration or termination of the applicable waiting period and any extensions thereof under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Master Lease financial
"currently leased by the Purchaser Parties, as tenants, from the Company, 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”)"
A master lease is a single, overarching lease agreement that covers multiple properties or assets and sets the main terms for how they will be used, paid for, and maintained—like a master key that opens many doors at once. It matters to investors because it shapes where cash flows come from, who bears operating costs and risks, and how easy it is to sell, finance, or change the assets; a strong master lease can make income more predictable, while a restrictive one can limit flexibility and increase risk.
Senior Housing Operating Portfolio (SHOP) financial
"with the Senior Housing Operating Portfolio (“SHOP”) segment expected to represent approximately 22.0% of total investments and 13.8% of annualized NOI on a pro forma basis"
net debt-to-annualized EBITDA financial
"with net debt-to-annualized EBITDA reduced to approximately 2.3x on a pro forma basis and available liquidity of approximately $1.4 billion"
Section 1031 exchanges financial
"including potential tax-deferred reinvestment through Section 1031 exchanges"
Section 1031 exchanges are a U.S. tax rule that lets owners defer capital gains taxes when they sell real estate and reinvest the proceeds into other qualifying real estate, effectively treating the sale and purchase as a trade rather than a taxable sale. For investors, this preserves cash that would otherwise go to taxes and makes it easier to rebuild or reshape a property portfolio; however, strict timing and identification rules must be met to qualify.
Special Committee of Non-Interested Directors regulatory
"The board of directors of the Company formed a Special Committee of Non-Interested Directors (the “Special Committee”)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is National Health Investors (NHI) selling to National HealthCare Corporation?
National Health Investors agreed to sell 32 skilled nursing facilities and three independent living facilities, all currently leased to National HealthCare Corporation, for a total purchase price of $560 million. These 35 properties generated about $39.7 million of cash lease revenue for NHI in 2025.
How will the $560 million NHI–NHC transaction affect NHI’s portfolio mix?
Company materials state the sale will increase NHI’s private-pay senior housing exposure, with its Senior Housing Operating Portfolio expected to represent about 22.0% of total investments and 13.8% of annualized NOI, while skilled nursing declines to roughly 12.2% of investments and 16.5% of annualized NOI.
What balance sheet impact does NHI expect from the NHC portfolio sale?
NHI indicates the transaction will strengthen its consolidated balance sheet, with net debt-to-annualized EBITDA reduced to approximately 2.3x on a pro forma basis and available liquidity of about $1.4 billion, giving the company more financial flexibility for debt repayment and new investments.
When is the NHI sale of the NHC portfolio expected to close?
The agreement describes an expected closing in the third quarter of 2026, and the press release specifically anticipates closing on July 1, 2026. This timing remains subject to customary closing conditions, including expiration or termination of the Hart-Scott-Rodino antitrust waiting period.
How does NHI plan to use proceeds from the $560 million NHC transaction?
NHI expects to use net proceeds to repay outstanding borrowings and fund future investments consistent with its capital allocation strategy. The company notes potential tax-deferred reinvestment through Section 1031 exchanges as it evaluates a pipeline of private-pay senior housing opportunities.
What governance steps did NHI take regarding the NHC portfolio sale?
NHI’s board formed a Special Committee of Non-Interested Directors to review, analyze and approve a transaction with NHC, and this committee unanimously approved the deal. Company materials also highlight that the transaction and certain pending board departures are expected to reduce potential conflicts of interest with NHC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Reported): April 21, 2026 ( April 20, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(615 ) 890-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
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 (see General Instruction A.2. below):
| 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 | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory Note
National Health Investors, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend the cover page and Items 1.01 and 9.01 of the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on April 21, 2026 (the “Original Form 8-K”) to correct typographical errors contained in the Original Form 8-K regarding the date on which the Company entered into the Purchase and Sale Agreement described therein. As amended, this Amendment correctly states that the Company entered into the Purchase and Sale Agreement on April 21, 2026. The full text of the Original Form 8-K, as amended, is included below.
Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2026 (the “Effective Date”), National Health Investors, Inc. on behalf of itself and its affiliates identified in the Agreement (collectively, the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with 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 Agreement, each of which is a wholly-owned subsidiary of NHC (collectively, together with the Purchaser, the “Purchaser Parties”) to sell to the Purchaser 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 the Purchaser Parties, as tenants, from the Company, 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 Agreement are referred to herein as the “Transaction.” The Facilities are located in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia. The purchase price for the Property is $560 million, subject to adjustment as set forth in the Agreement (the “Purchase Price”), payable at the closing of the Transaction.
The Agreement provides that within five business days of the Effective Date, the Purchaser is required to make a $5 million deposit (the “Initial Deposit”), which will be non-refundable to the Purchaser (except as otherwise provided in the Agreement) after the expiration of a review period beginning on the Effective Date and ending on May 29, 2026, or such earlier date as may be determined by the Purchaser Parties in their sole discretion (the “Review Period”). The Purchaser Parties have the right to terminate the Agreement for any reason or no reason at any time on or before the expiration of the Review Period by giving written notice to the Company, in which event substantially all of the Initial Deposit will be refunded to the Purchaser. If the Agreement is not terminated prior to the expiration of the Review Period, then, within seven business days after the expiration of the Review Period, (i) the Purchaser is required to make an additional $15 million deposit (together with the Initial Deposit, the “Purchaser’s Deposits”), which will be non-refundable to the Purchaser (except as otherwise provided in the Agreement), and (ii) the Company is required to make a $20 million deposit, which will be payable to the Purchaser as liquidated damages in the event the Agreement is terminated by the Purchaser under the circumstances described below (such deposit, the “Seller’s Liquidated Damages Deposit”). At the closing of the Transaction, the Purchaser’s Deposits will be applied to the Purchase Price. The Agreement provides that the Property is being purchased and sold in “as is,” “where is” condition except for the limited representations, warranties, and covenants of the Company specifically provided in the Agreement and the conveyance documents, and that the Purchaser Parties shall bear the risk of loss or damage to the Facilities and the risk of any condemnation or eminent domain proceedings against the Property prior to the closing of the Transaction without any resulting right to any adjustment to the Purchase Price or to terminate the Agreement. The Agreement also contains additional covenants, representations and warranties, indemnifications, and other provisions that are customary for real estate purchase and sale agreements.
The Agreement contains certain customary termination rights for the Company and the Purchaser Parties, including the right of the Company or the Purchaser Parties, as applicable, to terminate the Agreement prior to the closing of the Transaction in the event (i) of a breach of the other party’s representations and warranties set forth in the Agreement, subject to a cure period, or (ii) the other party fails to consummate the closing of the Transaction on the scheduled closing date. The Agreement also provides that (A) if the Agreement is terminated by a Purchaser Party due to a breach of the Company’s representations or warranties in the Agreement, the Purchaser will be entitled to receive as liquidated damages (1) a refund of the Purchaser’s Deposits and (2) payment from the Company equal to the amount of third-party out-of-pocket costs incurred by the Purchaser Parties in connection with the Agreement subject to a specified maximum amount; (B) if the Agreement is terminated by a Purchaser Party due to the Company’s failure to timely consummate the closing of the Transaction as provided in the Agreement, the Purchaser will be entitled to receive as liquidated damages (1) a refund of the Purchaser’s Deposits and (2) payment of the Seller’s Liquidated Damages Deposit; (C) if the Agreement is terminated by the Company due to a breach of the Purchaser Parties’ representations or warranties in the Agreement, the Company will be entitled to receive as liquidated damages the Initial Deposit, with the remainder of the Purchaser’s Deposits to be returned to the Purchaser; and (D) if the Agreement is terminated by the Company due to the Purchaser Parties’ failure to timely consummate the closing of the Transaction, the Company will be entitled to receive as liquidated damages the Purchaser’s Deposits.
Under the Master Lease, the Purchaser Parties currently operate all of the Facilities other than four skilled nursing facilities located in Florida (the “Florida Facilities”), which are subleased to a third-party operator. Pursuant to the terms of the Agreement, contemporaneously with the closing of the Transaction, the Purchaser Parties and the Company will enter into a
Partial Master Lease Termination Agreement and Partial Assignment and Assumption of Master Lease (the “Master Lease Termination Agreement”) pursuant to which (i) the Master Lease will be terminated with respect to all of the Facilities other than the Florida Facilities, and (ii) the Company will assign to a wholly-owned subsidiary of NHC, and such NHC subsidiary will assume, the Master Lease with respect to the Florida Facilities. The form of the Master Lease Termination Agreement is included in the copy of the Agreement filed as an exhibit to this report and is incorporated by reference herein. Under the Agreement, if the Agreement is terminated or the closing of the Transaction does not occur for any reason, then the Master Lease shall remain in full force and effect and shall not be affected by the termination of the Agreement.
The Transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including, but not limited to, the expiration or termination of the applicable waiting period and any extensions thereof under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. There are no financing contingencies. There can be no assurances that the closing conditions will be satisfied or that the Transaction will be consummated on the terms or timeline described herein or at all, or that the Company will realize the expected benefits of the Transaction in part or at all.
As discussed above, the Company and the Purchaser Parties are party to the Master Lease. Additional information about the Master Lease is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, and the Company’s proxy statement for the 2026 annual meeting of stockholders, filed with the SEC on April 3, 2026.
NHC is a stockholder of the Company and, based on information in NHC’s public filings, owned 1,630,642 shares of the Company’s common stock as of December 31, 2025. In addition, Robert G. Adams, a member of the board of directors of the Company, also serves as the chairman of the board of directors of NHC. As previously disclosed, Mr. Adams is not standing for reelection as a director of the Company at the 2026 annual meeting of stockholders of the Company.
The board of directors of the Company formed a Special Committee of Non-Interested Directors (the “Special Committee”) consisting of Robert W. Chapin, Jr., Tracy M. J. Colden, Robert A. McCabe, Jr. and Candice W. Todd, each of whom is independent, is not a member of management and does not have an interest in a transaction with NHC, to, among other things, review, analyze and approve a transaction with NHC. The Special Committee has unanimously approved the Transaction.
The foregoing summary description of the Agreement is not complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The representations, warranties and covenants set forth in the Agreement have been made only for the purposes of the Agreement and are solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Agreement is filed only to provide investors with information regarding the terms of the Transaction, and not to provide investors with any other factual information regarding the parties or their respective businesses and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this 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.
Item 7.01. Regulation FD Disclosure.
On April 21, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Also on April 21, 2026, the Company posted an investor presentation to its investor relations website related to the Transaction. The information made available in connection with the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, 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 of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often include the words “may”, “will”, “should”, “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “project”, “target”, “likely” and words of similar substance. Such forward-looking statements include the expected completion and timing of the Transaction and other information relating to the Transaction. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or performance to differ materially from those expressed in or contemplated by the forward-looking statements, including the following: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock; (ii) risks related to the satisfaction of the conditions to closing the Transaction in the anticipated timeframe or at all; (iii) the occurrence of any event, change or other circumstance that could give rise to termination of the Agreement; (iv) negative effects of the announcement of the Transaction or the consummation of the Transaction on the market price of the Company’s common stock and on the Company’s operating results; and other risks described under the heading “Risk Factors” in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed by the Company with the SEC. Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any forward-looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by the Company in its periodic reports filed with the SEC, including the risk factors and other information in the above referenced Annual Report on Form 10-K. Copies of these filings are available at no cost on the SEC’s web site at https://www.sec.gov or on the Company’s website at www.nhireit.com.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Index | |||||
| Number | Exhibit | ||||
| 10.1* | Purchase and Sale Agreement, dated as of April 21, 2026 by and among National Health Investors, Inc. and NHC/OP, L.P. and certain of their respective affiliates named therein. | ||||
| 10.2* | Form of 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 (included in Exhibit 10.1). | ||||
| 99.1 | Press Release issued by National Health Investors, Inc. on April 21, 2026. | ||||
| 99.2 | Investor Presentation, dated April 21, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
* The Company has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
SIGNATURE
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 thereunto duly authorized.
NATIONAL HEALTH INVESTORS, INC.
By: /s/ John L. Spaid
Name: John L. Spaid
Title: Principal Financial Officer
Date: April 22, 2026
Exhibit 99.1
Contact: Dana Hambly, Vice President, Finance & Investor Relations
Phone: (615) 890-9100
NHI Announces Sale of NHC Portfolio for $560 Million
Transaction Strengthens Balance Sheet and Accelerates Capital Recycling into Private Pay Senior Housing
MURFREESBORO, Tenn.-- (April 21, 2026) -- National Health Investors, Inc. (NYSE: NHI) today announced that it has executed a purchase and sale agreement to sell its portfolio of 32 skilled nursing facilities (“SNF”) and three independent living facilities to National HealthCare Corporation (“NHC”), the current lessee, for $560.0 million. The Company expects to incur transaction costs in a range of $6.0 - $8.0 million and anticipates closing on July 1, 2026, subject to certain customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The strategic rationale and key benefits of the sale include:
•Increases private-pay senior housing concentration, with the Senior Housing Operating Portfolio (“SHOP”) segment expected to represent approximately 22.0% of total investments and 13.8% of annualized NOI on a pro forma basis.
•Reduces skilled nursing exposure to approximately 12.2% of total investments and 16.5% of annualized NOI.
•Strengthens the consolidated balance sheet, with net debt-to-annualized EBITDA reduced to approximately 2.3x on a pro forma basis and available liquidity of approximately $1.4 billion.
•Enhances corporate governance, as the transaction, together with the pending departures of Robert G. Adams and Charlotte A. Swafford from the Board of Directors, eliminates potential conflicts of interest between NHI and NHC.
•Expands capital recycling capacity as NHI evaluates a robust pipeline of private pay senior housing investment opportunities.
“We are pleased to have reached an agreement on the NHC portfolio, which provides NHI with significant capital and financial flexibility,” said Eric Mendelsohn, President and Chief Executive Officer.
“This transaction accelerates our capital recycling strategy, increases our concentration in private-pay senior housing, and positions us to pursue attractive investment opportunities. We remain disciplined in our underwriting and focused on generating long-term value for stockholders.”
Financial Impact
The 35 properties currently leased to NHC generated cash lease revenue of approximately $39.7 million in 2025, including percentage rent.
NHI expects to use the net proceeds from the transaction to repay outstanding borrowings and to fund future investments consistent with its capital allocation strategy, including potential tax-deferred reinvestment through Section 1031 exchanges.
The Company’s outlook remains subject to several variables, including the timing and impact of the transaction and potential capital redeployment. The Company expects to provide an update in connection with its earnings release for the quarter ended March 31, 2026.
The transaction was reviewed and approved by a Special Committee of Non-Interested Directors (“Special Committee”).
Blueprint Healthcare Real Estate Advisors is serving as transaction advisor to NHI. Houlihan Lokey Capital, Inc. is serving as financial advisor to the Special Committee and Venable LLP is serving as legal counsel to the Special Committee.
Investor Presentation
An investor presentation with additional details regarding the transaction is available on the Company’s website at:
https://investors.nhireit.com/News/presentations-and-webcasts/default.aspx
About National Health Investors, Inc.
National Health Investors, Inc. (NYSE: NHI), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”). The Company owns, leases, operates and finances the development of high-quality real estate properties, focusing on senior housing communities and medical facilities. The Company operates through two reportable segments: Real Estate Investments and SHOP. The Company’s investments in real estate properties include independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities and hospitals. For more information, visit www.nhireit.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the expected completion and timing of the proposed transaction and other information relating to the proposed transaction, the Company’s expected future financial positions, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations, continued performance improvements, ability to service and refinance debt obligations, ability to finance growth opportunities, and similar
statements including, without limitation, those containing words such as “may”, “will”, “should”, “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, “projects”, “target”, “likely” and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock; (ii) risks related to the satisfaction of the conditions to closing the proposed transaction in the anticipated timeframe or at all; (iii) the occurrence of any event, change or other circumstance that could give rise to termination of the purchase and sale agreement for the proposed transaction; (iv) negative effects of the announcement of the proposed transaction or the consummation of the proposed transaction on the market price of the Company’s common stock and on the Company’s operating results; and (v) those risks and uncertainties described under the heading “Risk Factors” in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31,
2025 and in other documents filed by the Company with the Securities and Exchange Commission (the “SEC”). Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any forward-looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by the Company in its periodic reports filed with the SEC, including the risk factors and other information in the above referenced Annual Report on Form 10-K. Copies of these filings are available at no cost on the SEC’s website at https://www.sec.gov or on the Company’s website at www.nhireit.com.
Exhibit 99.2
