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 including, 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, the following:

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 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.

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. 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”). We operate through two reportable segments, Real Estate Investments and SHOP. Our investments across both segments are funded primarily through (i) operating cash flows, (ii) debt and (iii) sales of equity securities.

Previous wording

As of June 30, 2026, our Real Estate Investments segment included real estate properties and financing arrangements involving 152 properties located in 29 states. Our 137 owned properties were leased to 26 tenants primarily under triple-net leases and consisted of 88 ALFs, 12 EFCs, six SLCs, 30 SNFs and one HOSP with an aggregate gross carrying value of $2.4 billion. Our financing arrangements included mortgage and other notes receivable with an aggregate gross carrying value of $224.5 million, which excludes $15.3 million of credit loss reserves. Additionally, we had 37 owned properties with an aggregate gross carrying value of $161.5 million that were classified as assets held for sale as of June 30, 2026, which included 35 properties leased to NHC and sold to an affiliate of NHC on July 1, 2026. The properties classified as assets held for sale included 34 SNFs and three ILFs.

Current wording

As of September 30, 2026, our Real Estate Investments segment included real estate properties and financing arrangements involving 150 properties located in 29 states. Our 136 owned properties were leased to 26 tenants primarily under triple-net leases and consisting of 87 ALFs, 12 EFCs, six SLCs, 30 SNFs and one HOSP with an aggregate gross carrying value of $2.4 billion. Our financing arrangements included of $224.6 million of principal amounts outstanding on mortgage and other notes receivable, excluding $15.1 million of credit loss reserves. Additionally, we had one property in our Real Estate Investments segment classified as assets held for sale as of September 30, 2026.

Previous wording

We classify our investments in real estate properties as either SHOs or medical facilities and further classify our SHOs as either need-driven or discretionary properties based on the differing credit risk profiles represented by the underlying revenue sources.

Current wording

We classify our investments in real estate properties as either SHOs or medical facilities and further classify our SHOs as either need-driven or discretionary properties based on the typical credit risk profiles represented by the underlying revenue sources at these properties.

Previous wording

Discretionary Senior Housing -Discretionary SHOs include ILFs and EFCs which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted, multi-family community that offers social programs, meals, housekeeping and, in some cases, access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for this type of community and the strength of the housing market.

Current wording

Discretionary Senior Housing -Discretionary SHOs include ILFs and EFCs which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted, multi-family community that offers social programs, meals, housekeeping and, in some cases, access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for these types of communities and the strength of the overall housing market.

Previous wording

Medical Facilities -Our medical facilities include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine or rehabilitation services. The operators of our medical facilities are generally paid for their services through a combination of private payor sources and government assistance programs, including Medicare and Medicaid. Medical facilities are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

Current wording

Medical Facilities -Our medical facilities include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine or rehabilitation services. The services provided at these properties are typically paid for through a combination of private payor sources and government assistance programs, including Medicare and Medicaid. Medical facilities are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

Previous 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.

Current wording

As of September 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 $860.1 million. We have structured the operations at these properties to comply with the requirements of the REIT Investment Diversification and Empowerment Act of 2007 and utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes.

Previous 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.

Current wording

We are not directly exposed to the credit risk of the third-party managers that operate 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 our managers related to their personnel, expertise, technology resources, information systems, proprietary information, good faith and judgment in operating our SHOs effectively and efficiently. We also rely on our 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 June 30, 2026 and for the six months ended June 30, 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 September 30, 2026 and for the nine months ended September 30, 2026 ($ in thousands):

Previous wording

1 The table above excludes our corporate office buildings and properties classified as assets held for sale as of June 30, 2026. Assets held for sale included 34 SNFs and three ILFs. We do not have any ownership in the properties presented in the mortgage and other notes receivable section of this table.

Current wording

1 Our corporate office buildings and a property classified as assets held for sale as of September 30, 2026 are excluded from the property counts in the table above. We do not have any ownership in the properties presented in the mortgage and other notes receivable section of this table.

Previous wording

3 Other primarily includes the NOI of properties sold and the NOI and gross carrying amounts of properties classified as assets held for sale as of June 30, 2026.

Current wording

4 Other primarily includes the NOI of properties that have been sold or disposed of prior to September 30, 2026 and the NOI of a property classified as assets held for sale as of September 30, 2026.

Previous 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.

Current wording

As of September 30, 2026, our average effective annualized NOI from the tenant leases of properties in our Real Estate Investments segment was $20,824 per unit for ALFs, $21,484 per unit for EFCs, $13,470 per unit for SLCs, $12,664 per bed for SNFs and $60,574 per bed for HOSPs. As of September 30, 2026, the average effective annualized NOI from the properties in our SHOP segment was $11,515 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 June 30, 2026 and for the six months ended June 30, 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 September 30, 2026 and for the nine months ended September 30, 2026 ($ in thousands):

Previous wording

1 The table above excludes our corporate office buildings and properties classified as assets held for sale as of June 30, 2026. We have mortgage and other notes receivable on our condensed consolidated balance sheet included in this Quarterly Report related to 15 of the properties included in the table above. We do not have any ownership in these properties.

Current wording

1 Our corporate office buildings and a property classified as assets held for sale as of September 30, 2026 are excluded from the property counts in the table above. We do not have any ownership in the properties presented in the mortgage and other notes receivable section of this table.

Previous wording

3 Other primarily includes the NOI of properties sold and the NOI and gross carrying amounts of properties classified as assets held for sale as of June 30, 2026.

Current wording

4 Other primarily includes the NOI of properties that have been sold or disposed of prior to September 30, 2026 and the NOI of a property classified as assets held for sale as of September 30, 2026.

Previous 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):

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

1 We recognized a right-of-use asset of $3.0 million and an operating lease liability of $2.0 million related to a ground lease that we assumed in an acquisition.

Current wording

1 We recognized a right-of-use asset of $3.0 million and an operating lease liability of $2.0 million for a ground lease that we assumed in an acquisition.

Previous wording

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

Current wording

During the nine months ended September 30, 2026, we completed the following dispositions of real estate properties ($ in thousands):

Previous wording

2 This property was classified as assets held for sale on our condensed consolidated balance sheet as of December 31, 2025.

Current wording

2 This property was included in assets held for sale on our condensed consolidated balance sheet as of December 31, 2025.

Previous 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.

Current wording

On July 1, 2026, we sold our portfolio of 35 properties leased to NHC/OP, L.P., a wholly owned subsidiary of NHC, and certain of its affiliates. We recognized $560.0 million in cash consideration, $5.3 million of closing costs and a $541.6 million gain on the sale. The NHC portfolio was included in our Real Estate Investments segment and consisted of 32 SNFs and three ILFs that were initially acquired by us in 1991.

Previous wording

In July 2026, we completed the sale of two properties located in Texas for $19.0 million in cash consideration. These properties were included in the Real Estate Investments segment and classified as assets held for sale as of June 30, 2026.

Current wording

In November 2026, we completed the sale of an ALF located in Illinois for $3.3 million in cash consideration. During the three months ended September 30, 2026, we recognized $9.9 million of impairment related to this property. This property was included in the Real Estate Investments segment and classified as assets held for sale as of September 30, 2026.

Previous 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.

Current wording

We had no other impairments to real estate properties or any significant increases in the credit loss reserves on our mortgage and other notes receivable during the nine months ended September 30, 2026. We believe the net carrying values of all of our investments are recoverable as of September 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 on single-tenant properties and have initial lease terms of 10 years to 15 years with one or more five-year extension options. As a result, we may have reporting periods in which we experience few, if any, lease renewals or expirations.

Current wording

Our tenant leases are typically structured as triple-net leases on single-tenant properties with initial lease terms of 10 years to 15 years and generally include one or more five-year extension options. As a result, we may have reporting periods in which we experience few, if any, lease renewals or expirations.

Previous 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.

Current wording

We recognize the contractual amounts of base rental income from tenant leases 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

The following table provides information on our tenant concentrations exceeding 10% of our total revenues in the six months ended June 30, 2026 ($ in thousands):

Current wording

The following table provides information on our tenant concentrations exceeding 10% of our total revenues ($ in thousands):

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 $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.

Current wording

1 Real estate properties are stated at their gross carrying amounts. Total real estate properties, as presented in the table above, excluded $3.6 million related to our corporate office buildings, $3.1 million related to a property classified as assets held for sale and $860.1 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 $15.3 million of credit loss reserves.

Current wording

2 Mortgage and other notes receivable are stated at the principal amounts outstanding, net of commitment and other exit fees. Total mortgage and other notes receivable, as presented in the table above, excluded $15.1 million of credit loss reserves.

Previous 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.

Current wording

3 Revenues related to properties that have been sold and revenues related to a property classified as assets held for sale as of September 30, 2026 have been included in other revenues for each period.

Previous wording

4 Bickford’s revenues for the six months ended June 30, 2026 have been included in other revenues because they were less than 10% of total revenues during this period.

Current wording

4 Revenues for Bickford and NHC for the nine months ended September 30, 2026 have been included in other revenues because they were less than 10% of total revenues during the period.

Previous 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.

Current wording

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

Previous 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.

Current wording

As of September 30, 2026, we leased 11 SHOs to Senior Living. During the nine months ended September 30, 2026 and 2025, we recognized reductions to straight-line rent revenue of $1.3 million and $0.5 million, respectively, related to these leases. The lease covering 10 of the properties expires in December 2031 and the lease covering the remaining property expires in October 2040.

Previous 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.

Current wording

As of September 30, 2026, our real estate properties located in South Carolina were 12.3% of the gross carrying amount of our total real estate properties. There were no other states in which the gross carrying amounts of our real estate properties exceeded 10% as of September 30, 2026 .

Previous wording

A summary of lease payments received from cash basis tenants follows ($ in thousands):

Current wording

The following table provides a summary of the amounts of lease payments we received from our cash basis tenants ($ in thousands):

Previous 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.

Current wording

In April 2026, we amended the Bickford master lease agreements to increase the combined annual base rent for the Bickford portfolio initially 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 of the Bickford portfolio in excess of a base amount. In connection with the master lease amendments, we extended the available funding period related to an $8.0 million capital improvements agreement with Bickford through June 2027.

Previous 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.

Current wording

Certain of our tenant leases at inception provide the tenant with an option to purchase the underlying 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 September 30, 2026, we had three properties with an aggregate net carrying value of $70.6 million that are subject to tenant purchase options with exercise dates between 2029 and 2031. During each of the nine months ended September 30, 2026 and 2025, the aggregate rental income from these properties was $7.1 million.

Previous 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.

Current wording

As of September 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 by us 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

2 The average occupancy rates for all periods presented exclude an ALF which was sold in April 2026.

Current wording

2 The average occupancy rates for all periods presented exclude an ALF that was sold in April 2026.

Previous wording

The operators of the real estate properties in our Real Estate Investments segment report to us the results of their operations on a periodic basis, which we in turn subject to further analysis as a means of monitoring potential credit risks within our portfolio. We have identified EBITDARM, which is calculated as earnings before interest, income taxes, depreciation, amortization, rent and management fees, as a primary performance measure for evaluating our tenants based on the operating results they have reported to us. We believe EBITDARM is useful in our most fundamental analyses, as it is a property-level measure of an operator’s success, by eliminating the effects of the operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization expense) and its expenses that are dependent on the operator’s level of success (income taxes). In addition, EBITDARM excludes the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to our lease payments. For operators of our EFCs, our calculation of EBITDARM includes certain other cash flow adjustments, which are typical in the REIT industry, including, but not limited to including, the net cash flows from entrance fees, amortization of deferred entrance fees, adjustments for tenant rent obligations and management fee true-ups. The eliminations and adjustments described above are reflected in the covenants of our tenant leases and provide us with a comparable basis for assessing our various relationships.

Current wording

The operators at the real estate properties in our Real Estate Investments segment report their results of operations to us on a periodic basis. We review these results of operations to monitor the potential credit risks of our tenants, or affiliates of our tenants, that own these operations. The primary performance measure we use in our evaluation is the calculation of earnings before interest, income taxes, depreciation, amortization, rent and management fees (“EBITDARM”). We believe EBITDARM is a useful measure of an operator’s success at the property level because it eliminates the effects of the operator’s method of acquiring the use of its assets (interest and rent) and any non-cash expenses (depreciation and amortization expense) and expenses that are dependent on the operator’s level of success (income taxes). In addition, EBITDARM excludes the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to the lease payments required under our tenant leases. Our calculation of EBITDARM for the operators of our EFCs also includes certain other cash flow adjustments that are typical in the REIT industry, such as the net cash flows from entrance fees, amortization of deferred entrance fees, adjustments for tenant rent obligations and management fee true-ups. The covenants of our tenant leases include the eliminations and adjustments to EBITDARM that have been described above. We believe that our method for defining EBITDARM provides us with a comparable basis for evaluating the potential credit risks of our tenants and leased properties.