NHI sells 35 facilities to NHC affiliates for $560M

National Health Investors, Inc. completed a major asset sale to an affiliate of National HealthCare Corporation.

Rhea-AI Filing Summary

National Health Investors, Inc. completed a major asset sale to an affiliate of National HealthCare Corporation. The company sold the land, facilities and improvements for 32 skilled nursing facilities and three independent living facilities for a total purchase price of $560 million.

The buyer group, led by NHC/OP, L.P., already leased these 35 facilities under a long-standing master lease. A Special Committee of independent, non‑interested directors reviewed and unanimously approved the related‑party transaction. At closing, the master lease was terminated for all facilities except four skilled nursing facilities in Florida, which were assigned to an NHC subsidiary.

Insights

Healthcare REIT analyst

NHI closed a $560M related‑party sale of 35 facilities.

National Health Investors sold 32 skilled nursing and three independent living facilities to entities affiliated with National HealthCare Corporation for $560 million. These properties were already leased to the buyer group under a long‑term master lease structure.

The board formed a Special Committee of independent, non‑interested directors, which unanimously approved this related‑party transaction. This structure is designed to address potential conflicts when a significant stockholder, like NHC, is the counterparty.

At closing on July 1, 2026, the master lease was terminated for all but four Florida skilled nursing facilities, which were assigned to an NHC subsidiary. Future filings may clarify how this large disposition affects rental income, portfolio mix and capital allocation.

8-K Event Classification

2 items: 1.02, 2.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Key Figures

Purchase price: $560 million Skilled nursing facilities sold: 32 facilities Independent living facilities sold: 3 facilities +3 more

6 metrics

Purchase price $560 million Total purchase price for the Property in the Transaction

Skilled nursing facilities sold 32 facilities Number of skilled nursing facilities included in the Property

Independent living facilities sold 3 facilities Number of independent living facilities included in the Property

Total facilities in Transaction 35 facilities Combined skilled nursing and independent living facilities sold

NHC share ownership 1,630,642 shares NHI common stock owned by NHC as of December 31, 2025

Closing date July 1, 2026 Date the Transaction closed and lease changes took effect

Key Terms

Purchase and Sale Agreement, Master Agreement to Lease, Special Committee of Non-Interested Directors, Material Definitive Agreement, +1 more

5 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.

Master Agreement to Lease financial

"under a Master Agreement to Lease dated October 17, 1991, as amended"

A master agreement to lease is a single, overarching contract that sets the main terms and rules for one or more specific lease agreements to follow, covering items like rent structure, duration, responsibilities, and conditions for future individual leases. For investors it matters because it creates predictability around rental income, legal obligations and transferability—like a blueprint that makes cash flows, risk and the property’s value easier to assess and finance.

Special Committee of Non-Interested Directors regulatory

"formed a Special Committee of Non-Interested Directors (the “Special Committee”)"

Material Definitive Agreement regulatory

"Item 1.02. Termination of a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Completion of Acquisition or Disposition of Assets regulatory

"Item 2.01. Completion of Acquisition or Disposition of Assets."

FAQ

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

What transaction did National Health Investors (NHI) complete with NHC affiliates?

National Health Investors completed a sale of land, facilities, and improvements for 32 skilled nursing facilities and three independent living facilities to NHC/OP, L.P. and related NHC subsidiaries for $560 million, converting a long‑standing landlord‑tenant relationship into an ownership transfer.

How large was the asset sale reported by NHI in this 8-K filing?

The asset sale totaled $560 million. This amount reflects the purchase price for the land, facilities, and improvements associated with 35 healthcare facilities that had been leased to National HealthCare Corporation affiliates under a master lease arrangement dating back to 1991.

Why was a Special Committee involved in NHI’s transaction with NHC?

A Special Committee of independent, non‑interested directors was formed because National HealthCare Corporation is a stockholder of NHI. The committee reviewed, analyzed, and ultimately unanimously approved the related‑party transaction to help address potential conflicts of interest and protect other shareholders.

What happened to NHI’s master lease with NHC after the $560 million sale?

In connection with closing, the master lease was terminated for all facilities except four skilled nursing facilities in Florida. NHI assigned the master lease for those Florida facilities to a wholly owned NHC subsidiary, which assumed the lease obligations going forward.

How many NHI shares did National HealthCare Corporation own before this transaction?

Based on National HealthCare Corporation’s public filings, it owned 1,630,642 shares of National Health Investors’ common stock as of December 31, 2025. This stake underscores why the board treated the sale as a related‑party transaction requiring special independent review.

What types of facilities were included in NHI’s $560 million sale to NHC affiliates?

The transaction covered 35 facilities in total: 32 skilled nursing facilities and three independent living facilities. NHI sold the associated land, facilities, and improvements, converting long‑term leased assets into cash while the buyer entities shifted from lessees to property owners.

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

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Accepted by SEC EDGAR 07/01/2026 - 04:32 PM Learn about SEC filing dates

0000877860FALSE00008778602026-07-012026-07-01

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): July 1, 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 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 2.01 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 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported, 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,” 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 Transaction closed on July 1, 2026 for a total purchase price for the Property of $560 million.

As previously disclosed, 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. 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 unanimously approved the Transaction.

In connection with the closing of the Transaction, 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”), and the Company assigned to a wholly owned subsidiary of NHC, and such NHC subsidiary assumed, the Master Lease with respect to the Florida Facilities.

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/ Todd Siefert
			Name:			Todd Siefert
			Title:			Chief Financial Officer

Date: July 1, 2026

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