NATIONAL HEALTH INVESTORS INC 8-K

What Happened

• National Health Investors, Inc. (NHI) announced the closing of a transaction under Items 2.01 and 1.02 of Form 8-K. NHI entered into a Purchase and Sale Agreement on April 21, 2026 with NHC/OP, L.P. and affiliated purchasers (wholly owned subsidiaries of National HealthCare Corporation, “NHC”), and the Transaction closed on July 1, 2026 for total proceeds of $560 million. The properties sold were 32 skilled nursing facilities and 3 independent living facilities (35 Facilities) that had been leased to the purchasers under a long-standing Master Agreement to Lease.

Key Details

• Purchase price: $560,000,000 (transaction closed July 1, 2026).
• Facilities: 32 skilled nursing + 3 independent living = 35 total.
• Master Lease changes: the Master Lease was terminated for all Facilities except four skilled nursing facilities in Florida; for those Florida Facilities, NHI assigned the Master Lease to a wholly owned subsidiary of NHC, and that NHC subsidiary assumed the Master Lease.
• Related-party/approval: NHC is a stockholder (1,630,642 shares of NHI common stock reported in NHC’s public filings as of Dec 31, 2025). NHI’s board formed a Special Committee of independent, non-interested directors (Robert W. Chapin, Jr.; Tracy M. J. Colden; Robert A. McCabe, Jr.; Candice W. Todd) which unanimously approved the Transaction.

Why It Matters

• The company received $560M in proceeds and has sold a significant portion of its portfolio (35 facilities), which will remove those assets from NHI’s real estate holdings and end the related rental income where leases were terminated. Four Florida skilled nursing facilities remain subject to the Master Lease, now assigned/assumed by an NHC subsidiary.
• Because the buyer (NHC and its subsidiaries) is a shareholder-related party, the independent Special Committee’s review and unanimous approval is a material governance detail investors should note. Investors should watch forthcoming filings for how NHI uses the proceeds and for any disclosed impacts on earnings, funds from operations (FFO), dividends, and balance sheet metrics.