NHI advances 35-facility sale after HSR clearance

National Health Investors, Inc. provided an update on its previously announced sale of real estate to affiliates of National HealthCare Corporation.

Rhea-AI Filing Summary

National Health Investors, Inc. provided an update on its previously announced sale of real estate to affiliates of National HealthCare Corporation. The company has a Purchase and Sale Agreement to transfer 32 skilled nursing facilities and three independent living facilities that are currently leased to the buyer group.

On May 26, 2026, the parties received early termination of the Hart-Scott-Rodino antitrust waiting period, removing a key regulatory condition. That same day, the purchaser parties waived their rights to terminate the agreement during the contractual review period, which therefore ended.

The company now anticipates closing the transaction on or about July 1, 2026, subject to the remaining conditions in the agreement. The filing also highlights customary forward-looking statement cautions, noting that closing is not assured and pointing to existing risk factor disclosures in prior SEC reports.

Insights

REIT and healthcare real estate analyst

NHI clears key antitrust and contractual hurdles for a sizable facility sale but closing risk remains.

National Health Investors is progressing a transaction to sell 32 skilled nursing facilities and three independent living facilities to affiliates of National HealthCare Corporation. Early termination of the Hart-Scott-Rodino waiting period on May 26, 2026 removes a major regulatory checkpoint.

Also on May 26, 2026, the purchaser parties waived their right to terminate during the agreement’s review period, which then ended. This reduces near-term deal uncertainty but does not eliminate standard closing risks, which the company reiterates through detailed forward-looking statement and risk factor references.

The company currently anticipates closing on or about July 1, 2026, subject to remaining conditions. Future company filings may outline the financial impact of transferring 35 facilities, including any effects on rental income and portfolio composition, once the transaction is completed or if terms change.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Skilled nursing facilities in transaction: 32 facilities Independent living facilities in transaction: 3 facilities Total facilities in transaction: 35 facilities +3 more

6 metrics

Skilled nursing facilities in transaction 32 facilities Real estate being sold under Purchase and Sale Agreement

Independent living facilities in transaction 3 facilities Real estate being sold under Purchase and Sale Agreement

Total facilities in transaction 35 facilities Sum of 32 skilled nursing and 3 independent living facilities

HSR waiting period status date May 26, 2026 Early termination of Hart-Scott-Rodino waiting period received

Review Period end date May 26, 2026 Purchaser parties waived termination rights, ending the Review Period

Anticipated closing date On or about July 1, 2026 Expected closing timing, subject to remaining conditions

Key Terms

Purchase and Sale Agreement, Hart-Scott-Rodino Antitrust Improvements Act of 1976, HSR Waiting Period, Review Period, +2 more

6 terms

Purchase and Sale Agreement financial

"entered into a Purchase and Sale Agreement (the “Agreement”) with NHC/OP, L.P."

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"expiration or termination of the applicable waiting period ... under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

HSR Waiting Period regulatory

"the expiration or termination of the applicable waiting period ... (the “HSR Waiting Period”). On May 26, 2026, the parties received early termination"

The HSR waiting period is a set amount of time that must pass after a large business deal is announced before it can be finalized or approved by regulators. Think of it as a review period, similar to a cooling-off time, allowing authorities to evaluate the deal for potential competition concerns. This waiting period can influence the timing of a company's growth plans and impact investor expectations.

Review Period financial

"waived their rights to terminate the Agreement during the Review Period (as defined in the Agreement). As a result, the Review Period ended"

forward-looking statements regulatory

"includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"other risks described under the heading “Risk Factors” in Part I, Item 1A in the Company’s Annual Report on Form 10-K"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did National Health Investors (NHI) update in this 8-K?

National Health Investors reported progress on a Purchase and Sale Agreement to transfer 32 skilled nursing facilities and three independent living facilities to affiliates of National HealthCare Corporation. These properties are currently leased to the buyer group under existing master and single-facility leases.

What regulatory milestone did NHI reach for its facility sale to NHC affiliates?

The parties received early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period on May 26, 2026. This early termination clears a key antitrust review condition that needed to be satisfied before the planned sale of the 35 healthcare facilities can close.

What is the Review Period mentioned in NHI’s agreement and what changed?

The Review Period is a contractual window during which the purchaser parties had rights to terminate the agreement. On May 26, 2026, those purchaser parties waived their termination rights for this period, causing the Review Period to end and reducing one source of deal-related uncertainty for the transaction.

When does NHI expect the sale of 32 skilled nursing and 3 independent living facilities to close?

National Health Investors currently anticipates that closing will occur on or about July 1, 2026. This timing remains subject to satisfaction of the remaining conditions in the Purchase and Sale Agreement, so the company cautions that completion is not guaranteed in its forward-looking statements.

How does NHI describe the risks around completing its transaction with NHC affiliates?

NHI notes risks that the transaction may not close on time or at all, potential termination of the agreement, and possible negative effects on its stock price or operating results. It refers investors to detailed risk factors in its Form 10-K and Form 10-Q filings for additional context.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 04:15 PM EDT Learn about SEC filing dates

0000877860FALSE00008778602026-05-262026-05-26

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 Reported): May 26, 2026

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 Robert Rose Drive,

Murfreesboro, TN 37129

(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

Common Stock, $0.01 par value

NHI

New York Stock Exchange

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. ☐

Item 8.01. Other Events.

As previously disclosed, on April 21, 2026, 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”), 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. The purchase and sale of the Property and other transactions contemplated by the Agreement are referred to herein as the “Transaction.”

The consummation of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions including, among other things, 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 (the “HSR Waiting Period”). On May 26, 2026, the parties received early termination of the HSR Waiting Period.

On May 26, 2026, the Purchaser Parties provided notice to the Company that the Purchaser Parties waived their rights to terminate the Agreement during the Review Period (as defined in the Agreement). As a result, the Review Period ended on May 26, 2026.

The Company currently anticipates the closing of the Transaction will occur on or about July 1, 2026, subject to the satisfaction of the conditions set forth in the Agreement.

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 Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 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.

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:			Chief Financial Officer

Date: June 1, 2026

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