NHC · National HealthCare Corporation

National HealthCare Corporation, through its wholly-owned subsidiary NHC/OP, L.P., has entered into a definitive Purchase and Sale Agreement dated May 14, 2026, to acquire the real estate and operating assets of five skilled nursing facilities from National Health Corporation, an administrative services affiliate and 6.6% shareholder of NHC. The base purchase price of $50.5 million will be adjusted to reflect the net book value of certain facility-related assets and liabilities assumed by the buyer, with an offset for unpaid management fees currently owed under existing management agreements managed by NHC subsidiaries. This transaction internalizes ownership of facilities previously managed by NHC affiliates, potentially streamlining operations, reducing related-party dependencies, and capturing future real estate value appreciation for NHC shareholders. Key protections for the buyer include a $750,000 earnest money deposit that remains refundable during a flexible inspection period ending no later than June 16, 2026, allowing termination for any reason, and a $2.0 million escrow fund post-closing for indemnification against breaches or claims. Closing is targeted for Q2 2026 but hinges on critical conditions: Buyer securing acceptable financing (if pursued), governmental approvals for license transfers (CHOW Approvals), and satisfaction of other covenants. The buyer may elect early closing with an interim management/lease arrangement pending approvals. To address potential conflicts given Seller's ESOP ownership and shared personnel/executives with NHC, the NHC audit committee formed a special subcommittee of independent directors, which unanimously approved the terms. Management agreements will terminate at closing, eliminating ongoing fee disputes. While no assurances exist on timely completion, success would expand NHC's owned asset base in its core skilled nursing segment without assuming Seller's broader retained liabilities like debt or pre-closing claims.