NATIONAL HEALTH INVESTORS INC 8-K

What Happened
National Health Investors, Inc. (NHI) announced that on April 21, 2026 it entered a Purchase and Sale Agreement to sell the land, facilities and improvements for 32 skilled nursing facilities and 3 independent living facilities (35 facilities total) to NHC/OP, L.P., a wholly‑owned subsidiary of National HealthCare Corporation (NHC). The properties are currently leased to the Purchaser under a Master Agreement to Lease dated October 17, 1991. The parties received early termination of the Hart‑Scott‑Rodino (HSR) waiting period and the Review Period ended on May 26, 2026; NHI currently anticipates closing on or about July 1, 2026, subject to customary closing conditions.

Key Details

• Purchaser: NHC/OP, L.P., a wholly‑owned subsidiary of National HealthCare Corporation (NHC).
• Assets: 32 skilled nursing facilities + 3 independent living facilities (35 facilities total) currently leased to the Purchaser.
• Timeline: Purchase & Sale Agreement dated April 21, 2026; HSR early termination and Review Period ended May 26, 2026; anticipated close on or about July 1, 2026.
• Conditions: Closing remains subject to customary conditions and the risk that the Transaction may not be completed as anticipated.

Why It Matters
This is a material disposition of real estate assets currently operated by NHC affiliates, and a successful closing would change the Company’s property ownership and could affect cash flows and capital allocation. Investors should note the transaction is still subject to closing conditions and risks (including the possibility it may not close), and review NHI’s disclosed risk factors in its recent 10‑K and 10‑Q for more context.