NHI · National Health Investors, Inc.

National Health Investors, Inc. (NHI) has executed a definitive Purchase and Sale Agreement with NHC/OP, L.P., a subsidiary of National HealthCare Corporation (NHC), to divest its portfolio of 35 healthcare facilities comprising 32 skilled nursing facilities and three independent living facilities across seven states. The $560 million transaction, signed on April 21, 2026, reverses the historical landlord-tenant dynamic under the 1991 Master Lease, allowing NHC to acquire ownership of properties it has operated, except for four Florida facilities where the Master Lease will be partially assigned to an NHC subsidiary while subleases to Solaris Healthcare remain. Key structural protections include a $5 million initial deposit (non-refundable post-May 29 review period), escalating to $20 million total earnest money, and NHI's $20 million liquidated damages deposit, ensuring mutual commitment. The deal was vetted by a Special Committee of independent directors (Robert W. Chapin, Jr., Tracy M. J. Colden, Robert A. McCabe, Jr., Candice W. Todd), addressing NHC's 1.6 million share ownership and director overlap via Robert G. Adams, who is not seeking reelection. Investor disclosures via Exhibit 99.1 highlight strategic benefits: recycling $560 million into private-pay senior housing, reducing SNF exposure, deleveraging to 2.3x net debt/EBITDA, and boosting liquidity to $1.4 billion pro forma. The portfolio generated $39.7 million in 2025 lease revenue for NHI. Closing on July 1, 2026, hinges on HSR clearance and no material breaches, with no proration of expenses given the net lease structure. This capital event positions NHI for growth in higher-margin assets amid portfolio rebalancing.