NHI · National Health Investors, Inc.

National Health Investors, Inc. (NHI), as Seller, and NHC/OP, L.P. (NHC), as Purchaser, executed a definitive Purchase and Sale Agreement on April 21, 2026, for NHI to divest its entire NHC-leased portfolio of 35 healthcare facilities spanning Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia. The properties include 32 skilled nursing facilities and three independent living facilities, with Florida facilities (4 properties) remaining under the existing Master Lease via assignment to National Health Realty, LLC, while the Master Lease terminates for the remaining 31 facilities upon closing. The $560 million purchase price reflects a strategic sale to the incumbent operator, eliminating NHI's ongoing lease exposure to these assets that generated $39.7 million in 2025 cash lease revenue (including percentage rent). Key structural features include Purchaser's $20M Initial + $15M Additional Earnest Money (non-refundable post-review except Seller default), Seller's $20M Liquidated Damages Deposit, no financing contingency, and no prorations given the net lease structure where NHC bore all operating costs. Closing is targeted for July 1, 2026, via escrow with First American Title, contingent on HSR Act clearance, title policies, licensing transfers, and mutual representations. The transaction, arms-length vetted by a Special Committee with independent advisors (Houlihan Lokey financial, Venable legal, Blueprint transaction), resolves governance overlaps amid departing NHI directors affiliated with NHC, freeing ~$552M net proceeds (post $6-8M costs) for debt reduction and private-pay senior housing redeployment, materially reshaping NHI's portfolio concentration.