NATIONAL HEALTH INVESTORS INC

Previous wording

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in forward-looking statements as a result of factors including, but not limited to, the following:

Current wording

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in forward-looking statements as a result of factors including, but not limited to including, the following:

Previous wording

•We depend on the operating success of our tenants, managers and borrowers, and if their financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected;

Current wording

•We depend on the operating success of our tenants, borrowers and managers, and if their financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected;

Previous wording

•Our tenants, managers and borrowers may become subject to bankruptcy or insolvency proceedings;

Current wording

•Our tenants, borrowers and managers may become subject to bankruptcy or insolvency proceedings;

Previous wording

•We are exposed to risks related to government regulations and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on the businesses of our tenants, managers and borrowers;

Current wording

•We are exposed to risks related to government regulations and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on the businesses of our tenants, borrowers and managers;

Previous wording

•The cash flows of our tenants, managers and borrowers may be adversely affected by increased liability claims and liability insurance costs;

Current wording

•The cash flows of our tenants, borrowers and managers may be adversely affected by increased liability claims and liability insurance costs;

Previous wording

•Significant legal or regulatory proceedings could adversely affect the liquidity, financial condition and results of operations of our tenants, managers and borrowers;

Current wording

•Significant legal or regulatory proceedings could adversely affect the liquidity, financial condition and results of operations of our tenants, borrowers and managers;

Previous wording

•We may not be fully indemnified by our tenants, managers and borrowers against future litigation;

Current wording

•We may not be fully indemnified by our tenants, borrowers and managers against future litigation;

Previous wording

•We are subject to certain provisions of Maryland law and in our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests;

Current wording

•We are subject to certain provisions of Maryland law, and in our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests; and

Previous wording

•We may not be able to successfully redeploy the net proceeds from the sale of the NHC properties in a manner that generates comparable returns.

Current wording

•We may not be able to successfully redeploy the net proceeds from the sale of the National HealthCare Corporation (“NHC”) properties in a manner that generates comparable returns.

Previous wording

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT. We own, lease, operate and finance the development of high-quality real estate properties, focusing on senior housing communities and medical facilities. We operate through two reportable segments, Real Estate Investments and SHOP. Our investments in senior housing communities, also referred to as senior housing properties (“SHO”), include independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance fee communities (“EFC”) and senior living campuses (“SLC”). Our investments in medical facilities include skilled nursing facilities (“SNF”) and hospitals (“HOSP”).

Current wording

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT. We own, lease, operate and finance the development of high-quality real estate properties throughout the United States, focusing on senior housing communities and medical facilities. We operate through two reportable segments, Real Estate Investments and SHOP. Our investments in senior housing communities (“SHO”) include independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance fee communities (“EFC”) and senior living campuses (“SLC”). Our investments in medical facilities include skilled nursing facilities (“SNF”) and hospitals (“HOSP”). Our investments across both segments are funded primarily through (i) operating cash flows, (ii) debt and (iii) sales of equity securities.

Previous wording

In our Real Estate Investments segment, our revenues primarily relate to triple-net leases with third-party operators at our properties. Additionally, we recognize interest income from financing arrangements we provide to our tenants, operators, or affiliates of our tenants and operators, and other third parties primarily for construction, renovation and expansion projects, funding of working capital or other corporate needs and the acquisition of real estate properties. In our SHOP segment, we own and operate senior housing communities and generate revenues from resident fees and services. We utilize third-party managers to operate these properties on our behalf and pay a management fee for these services. Our investments across both segments are funded primarily through (i) operating cash flows, (ii) debt offerings, revolving lines of credit and term loans and (iii) sales of equity securities.

Current wording

In our Real Estate Investments segment, our revenues primarily consist of the rental income we generate from triple-net leases with third-party healthcare operators at our owned properties. We also generate revenues from interest income on financing arrangements we provide to our tenants, or their affiliates, and other third-party healthcare operators. Our financing arrangements include mortgages, construction loans, mezzanine loans and revolving lines of credit which provide funding for the acquisition or construction of new healthcare properties, renovation and expansion projects at existing healthcare properties and working capital or other corporate needs.

Previous wording

On April 21, 2026, we executed a purchase and sale agreement with NHC/Op, L.P., a wholly owned subsidiary of NHC, and certain of its affiliates (collectively, the “NHC Purchaser”) related to the sale of our entire portfolio of real estate properties leased to NHC, which includes 32 SNFs and three ILFs, for $560.0 million in net cash consideration. We anticipate closing the transaction on July 1, 2026, subject to certain customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The NHC properties are included in our Real Estate Investments segment.

Current wording

In April 2026, we executed a purchase and sale agreement with NHC/Op, L.P., a wholly owned subsidiary of NHC, and certain of its affiliates (collectively, the “NHC Purchaser”) related to the sale of our portfolio of 35 properties in our Real Estate Investments segment that were leased to NHC. These properties consisted of 32 SNFs and three ILFs which were initially acquired by us in 1991. As of June 30, 2026, these properties were classified as assets held for sale on our condensed consolidated balance sheet and had an aggregate net carrying value of $13.6 million. We completed the sale of this portfolio on July 1, 2026 for cash consideration of $560.0 million.

Previous wording

Pursuant to the terms of the purchase and sale agreement, contemporaneously with the closing of the transaction, we will execute a partial master lease termination and partial assignment and assumption of the master lease agreement which will result in the termination of our master lease agreement with NHC with respect to all properties, except for the four properties located in Florida that are subject to a sublease agreement. We will assign to the NHC Purchaser, and the NHC Purchaser will assume from us, the master lease for the four Florida properties. As of March 31, 2026, the aggregate net carrying amount of the NHC properties was $13.8 million.

Current wording

Contemporaneously with the closing of the sale of the NHC leased portfolio, we executed a partial master lease termination and partial assignment and assumption of the master lease agreement terminating our master lease agreement with NHC with respect to all properties, except four subleased properties located in Florida. We assigned to the NHC Purchaser, and the NHC Purchaser assumed from us, the master lease for the subleased properties. In July 2026, we recognized a reversal of deferred income of $0.5 million related to the lease termination as part of the gain on the sale of these properties.

Previous wording

As of March 31, 2026, our SHOP segment investments included 35 senior housing communities located in 15 states and comprised of 17 ILFs, 11 SLCs and seven ALFs with a combined total of 3,469 units. The aggregate gross carrying value of these properties was $742.5 million. We have structured the operations at these senior housing communities to comply with the requirements of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), and we utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes.

Current wording

As of June 30, 2026, our SHOP segment investments included 42 SHOs located in 16 states and comprised of 22 ILFs, 13 SLCs and seven ALFs with a combined total of 4,001 units. The aggregate gross carrying value of these properties was $854.8 million. We have structured the operations at these properties to comply with the requirements of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). We utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes.

Previous wording

The properties in our SHOP segment are operated by third-party managers in exchange for a management fee from us, and as such, we are not directly exposed to the credit risk of the managers in the same manner or to the same extent as the credit risk exposure we have related to our triple-net tenant leases. However, we rely on the managers’ personnel, expertise, technology resources and information systems, proprietary information, good faith and judgment in operating our communities efficiently and effectively. We also rely on the managers to set appropriate resident fees and to operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations.

Current wording

We are not directly exposed to the credit risk of the third-party managers at the properties in our SHOP segment in the same manner or to the same extent as the credit risk exposure we have related to the tenants of our triple-net leases in the Real Estate Investments segment. However, we rely on the managers’ personnel, expertise, technology resources, information systems, proprietary information, good faith and judgment in operating our SHOs effectively and efficiently. We also rely on the managers to set appropriate pricing for resident fees and services and to operate our communities in compliance with the terms of the management agreements and all applicable laws and regulations.

Previous wording

The following table provides a summary of the investment portfolios of our Real Estate Investments and SHOP segments by property type as of March 31, 2026 and for the three months ended March 31, 2026 ($ in thousands):

Current wording

The following table provides a summary of the investment portfolios of our Real Estate Investments and SHOP segments by property type as of June 30, 2026 and for the six months ended June 30, 2026 ($ in thousands):

Previous wording

2 The total gross carrying amount, as presented in the table above, excludes $2.6 million related to our corporate office and equipment, $4.8 million related to one property in the Real Estate Investments segment that was classified as assets held for sale as of March 31, 2026 and $15.3 million of credit loss reserves related to our mortgage and other notes receivable.

Current wording

2 As of June 30, 2026, the aggregate gross carrying amount of our corporate office buildings was $3.0 million and the aggregate gross carrying amount of properties classified as assets held for sale was $161.5 million. We had $15.3 million of credit loss reserves related to our mortgage and other notes receivable as of June 30, 2026. Each of these amounts has been excluded from the table above.

Previous wording

As of March 31, 2026, our average effective annualized NOI for leased properties in our Real Estate Investments segment was $20,322 per unit for ALFs, $14,031 per unit for SLCs, $5,935 per unit for ILFs, $21,492 per unit for EFCs, $11,026 per bed for SNFs and $60,574 per bed for HOSPs. As of March 31, 2026, the average effective annualized NOI for our SHOP segment was $11,165 per unit.

Current wording

As of June 30, 2026, our average effective annualized NOI for leased properties in our Real Estate Investments segment was $20,761 per unit for ALFs, $13,424 per unit for SLCs, $21,503 per unit for EFCs, $12,602 per bed for SNFs and $60,574 per bed for HOSPs. As of June 30, 2026, the average effective annualized NOI for our SHOP segment was $11,611 per unit.

Previous wording

The following table provides a summary of the investment portfolios of our Real Estate Investments and SHOP segments by operator type as of March 31, 2026 and for the three months ended March 31, 2026 ($ in thousands):

Current wording

The following table provides a summary of the investment portfolios of our Real Estate Investments and SHOP segments by operator type as of June 30, 2026 and for the six months ended June 30, 2026 ($ in thousands):

Previous wording

2 The total gross carrying amount, as presented in the table above, excludes $2.6 million related to our corporate office and equipment, $4.8 million related to one property in the Real Estate Investments segment that was classified as assets held for sale and $15.3 million of credit loss reserves related to our mortgage and other notes receivable.

Current wording

2 As of June 30, 2026, the aggregate gross carrying amount of our corporate office buildings was $3.0 million and the aggregate gross carrying amount of properties classified as assets held for sale was $161.5 million. We had $15.3 million of credit loss reserves related to our mortgage and other notes receivable as of June 30, 2026. Each of these amounts has been excluded from the table above.

Previous wording

The following table provides a summary of the impact of acquired and transitioned properties on our SHOP segment as of March 31, 2026 and for the three months ended March 31, 2026($ in thousands):

Current wording

The following table provides more detailed information on the real estate properties and NOI of our SHOP segment as of June 30, 2026 and for the six months ended June 30, 2026($ in thousands):

Previous wording

The following table provides a summary of our NOI based on geographical location($ in thousands):

Current wording

The following table provides a summary of our NOI based on the geographical location of the real estate properties($ in thousands):

Previous wording

During the three months ended March 31, 2026, we completed the following acquisitions of real estate properties ($ in thousands):

Current wording

During the six months ended June 30, 2026, we completed the following acquisitions of real estate properties ($ in thousands):

Previous wording

Reference the “NHC Leased Portfolio Disposition” section in Note 3 of our condensed consolidated financial statements included in this Quarterly Report for information on the sale of the NHC properties.

Current wording

Reference the “NHC Leased Portfolio Disposition” section in the “Executive Overview” above.

Previous wording

In April 2026, we amended the four master lease agreements with Bickford Senior Living (“Bickford”) increasing the combined base rent for the portfolio of 38 properties to $38.4 million annually. Future base rental income will escalate on an annual basis at a rate ranging between 2.0% and 3.0% in accordance with each amended lease agreement. These amendments also provide for a new contingent rent clause requiring Bickford to pay additional rent based on a percentage of its combined monthly revenues for all properties that are in excess of a base amount. Bickford will continue to be recognized as a cash basis tenant under the amended master lease agreements until the substantial doubt about its ability to continue as a going concern has been alleviated.

Current wording

As of June 30, 2026, we leased 37 SHOs with a combined total of 2,068 units to Bickford pursuant to four master leases which mature in 2028 through 2035. In April 2026, the Bickford master lease agreements were amended increasing the combined annual base rent for the Bickford portfolio to $38.4 million with annual rent escalators ranging between 2.0% and 3.0%. Pursuant to these amendments, Bickford is also required to pay us contingent rent based on a percentage of the combined monthly revenues for all of the properties leased to Bickford that exceeds a base amount. Bickford has been a cash basis tenant since 2022 when we received financial information from Bickford raising substantial doubt about its ability to continue as a going concern. As of June 30, 2026, these concerns had not been alleviated.

Previous wording

Additionally, we have an agreement with Bickford to fund up to $8.0 million of capital improvements on various properties in the Bickford portfolio. Pursuant to the terms of this agreement, rental income increases at an annual lease rate of 8.0% applied to the amount expended. In connection with the master lease amendments discussed above, we also amended this agreement in April 2026 to extend the available funding period through June 2027.

Current wording

Additionally, we have an agreement with Bickford to fund up to $8.0 million of capital improvements on various properties in the Bickford portfolio. Pursuant to the terms of this agreement, rental income increases at an annual lease rate of 8.0% applied to the amount expended. In connection with the master lease amendments discussed above, we also extended the available funding period of this agreement through June 2027. As of June 30, 2026, we had $6.1 million funded under this agreement.

Previous wording

In April 2026, we also modified two of our loan agreements with Bickford to extend the maturities by three years. The maturity of a fully funded construction loan with Bickford was extended to July 2029. As of March 31, 2026, the principal amount outstanding on this construction loan was $14.7 million and the annual interest rate was 9.0%. Additionally, the maturity of a second mortgage note with Bickford was extended to April 2029. As of March 31, 2026, the principal amount outstanding on the second mortgage note was $11.7 million and the annual interest rate was 10.0%. The second mortgage note was not included on our condensed consolidated balance sheet as of March 31, 2026. Reference the “Bickford Construction Loan and Mortgage Notes” section in Note 4 of our condensed consolidated financial statements included in this Quarterly Report for additional information on this note.

Current wording

In April 2026, we modified two of our loan agreements with Bickford to extend the maturities by three years. The maturity of a fully funded construction loan with Bickford was extended to July 2029. As of June 30, 2026, the principal amount outstanding on this construction loan was $14.7 million and the annual interest rate was 9.0%. We also extended the maturity of a second mortgage note with Bickford to April 2029. As of June 30, 2026, the principal amount outstanding on this mortgage note was $11.5 million and the annual interest rate was 10.0%. This mortgage note has not been recognized on our condensed consolidated balance sheets. Reference the “Bickford Loans” section in Note 4 of our condensed consolidated financial statements included in this Quarterly Report for additional information.

Previous wording

In addition to inflation risk and the potential for increased interest rates, our tenants and borrowers experience periods of significant financial pressures and difficulties similar to those encountered by other healthcare operators. We believe the net carrying amounts of our real estate properties are recoverable and our mortgage and other notes receivable, net of credit loss reserves, are realizable and supported by the value of the underlying collateral as of March 31, 2026. However, it is possible that future events or circumstances could require us to make significant adjustments to our carrying amounts. Reference Notes 3 and 4 of our condensed consolidated financial statements included in this Quarterly Report.

Current wording

During each of the three and six months ended June 30, 2026 and 2025, we did not have any impairments to our real estate properties or any significant increases in the credit loss reserves on our mortgage and other notes receivable. We believe the net carrying amounts of our investments are recoverable as of June 30, 2026. However, it is possible that future events or circumstances, including any changes in market conditions or interest rates, could require us to make significant adjustments to the carrying amounts of our investments in the future.

Previous wording

Our tenant leases are typically structured as triple-net leases and relate to single-tenant properties having an initial lease term of 10 years to 15 years with one or more five-year extension options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. Most of our tenant leases contain annual rent escalators, which may be fixed or variable. Certain of our tenant leases provide for additional contingent rent based on a percentage of the tenant’s revenues in excess of a specified threshold as defined in the lease agreement. We recognize the contractual amounts of base rental income on a straight-line basis over the initial term of a lease, subject to a collectability assessment.

Current wording

We recognize the contractual amounts of base rental income from a tenant lease on a straight-line basis over the initial term of the lease, subject to a collectability assessment. Most of our tenant leases contain annual rent escalators, which may be fixed or variable. Certain of our tenant leases provide for additional contingent rent based on a percentage of the tenant’s revenues exceeding a specified base amount or threshold defined in the lease agreement.

Previous wording

1 Real estate properties have been stated at their gross carrying amounts. Total real estate properties, as presented in the table above, excludes $2.6 million related to our corporate office and equipment, $4.8 million related to one property in the Real Estate Investments segment that was classified as assets held for sale and $742.5 million related to the properties in our SHOP segment.

Current wording

1 Real estate properties have been stated at their gross carrying amounts. Total real estate properties, as presented in the table above, excludes $3.0 million related to our corporate office buildings, $161.5 million related to properties classified as assets held for sale and $854.8 million related to the properties in our SHOP segment.

Previous wording

2 Mortgage and other notes receivable have been stated at their gross carrying amounts. Total mortgage and other notes receivable, as presented in the table above, excludes our total credit loss reserves of $15.3 million.

Current wording

2 Mortgage and other notes receivable have been stated at their gross carrying amounts. Total mortgage and other notes receivable, as presented in the table above, excludes $15.3 million of credit loss reserves.

Previous wording

3 Revenues related to assets classified as held for sale are included in other revenues in the table above.

Current wording

3 Revenues related to properties that have been sold and revenues related to properties classified as assets held for sale as of June 30, 2026 have been included in other revenues for both periods in the table above.

Previous wording

4 There are no concentrations in revenues from resident fees and services because the resident agreements at the senior housing communities in our SHOP segment are between us and the individual residents.

Current wording

5 There are no concentrations in revenues from resident fees and services because the resident agreements at the SHOs in our SHOP segment are between us and the individual residents.

Previous wording

As of March 31, 2026 and December 31, 2025, our real estate properties in South Carolina represented 12.3% and 12.0% of our total real estate properties, net, on our condensed consolidated balance sheets. There were no other states where our geographical concentration in real estate properties was 10% or greater as of March 31, 2026 and December 31, 2025.

Current wording

As of June 30, 2026, our real estate properties located in South Carolina represented 12.2% of the gross carrying amounts of our total real estate properties on our condensed consolidated balance sheet included in this Quarterly Report. We did not include three properties located in South Carolina that were classified as assets held for sale as of June 30, 2026 in our calculation. There were no other states where our geographical concentration in real estate properties was 10% or greater as of June 30, 2026.

Previous wording

As of March 31, 2026, we leased 11 SHOs with a combined total of 2,497 units to Senior Living. During the three months ended March 31, 2026 and 2025, we recognized straight-line rent revenue adjustments of $(0.4) million and $(0.2) million, respectively, related to our leases with Senior Living.

Current wording

As of June 30, 2026, we leased 11 SHOs with a combined total of 2,499 units to Senior Living. During the six months ended June 30, 2026 and 2025, we recognized straight-line rent revenue adjustments of $(0.8) million and $(0.4) million, respectively, related to these leases.

Previous wording

During each of the three months ended March 31, 2026 and 2025, we had two tenants on the cash basis of accounting for revenue recognition.

Current wording

During each of the three and six months ended June 30, 2026 and 2025, we had two tenants on the cash basis of accounting for revenue recognition.

Previous wording

Certain of our tenant leases contain a purchase option clause allowing the tenant to acquire the leased property at a fixed base price, a fixed base price plus a specified share in any appreciation of the property or a price based on a specified fixed minimum internal rate of return on our investment. As of March 31, 2026, tenants had purchase options on four of our properties, representing an aggregate net carrying value of $74.1 million, which have exercise dates ranging between 2026 and 2031. During each of the three months ended March 31, 2026 and 2025, rental income from these properties with tenant purchase options totaled $2.5 million.

Current wording

Certain of our tenant leases provide the tenant with an option to purchase the applicable property at a fixed base price, a fixed base price plus a specified share in any appreciation of the property or a price based on a specified fixed minimum internal rate of return on our investment. As of June 30, 2026, we had three properties with an aggregate net carrying value of $71.2 million that were subject to tenant purchase options with exercise dates between 2029 and 2031. During each of the six months ended June 30, 2026 and 2025, the aggregate rental income from these properties was $4.7 million.

Previous wording

Reference the “Second Quarter of 2026 Acquisitions and Dispositions” section in Note 3 of our condensed consolidated financial statements included in this Quarterly Report for information on the exercise of one of these tenant purchase options. As of March 31, 2026, we cannot reasonably estimate the probability that any of the remaining tenant purchase options will be exercised in the future. Consideration to be received from the exercise of any one or more of these remaining tenant purchase options is expected to exceed the net carrying amounts of the respective property at the time of sale.

Current wording

As of June 30, 2026, we cannot reasonably estimate the probability that any of these tenant purchase options will be exercised in the future. We expect the consideration received from the exercise of any of these tenant purchase options will exceed the respective property’s net carrying value at the time of the sale.

Previous wording

The following table provides a summary of the average occupancy rates related to properties leased to Senior Living and Bickford for the periods indicated:

Current wording

The following table provides a summary of the average occupancy rates of our real estate properties leased to Senior Living and Bickford for the periods indicated:

Previous wording

1 The occupancy rates exclude a 251-unit CCRC acquired in October 2025.

Current wording

1 The average occupancy rates for all periods presented exclude a 251-unit CCRC acquired in October 2025.