NATIONAL HEALTHCARE CORP

Statements in this Current Report on Form 8-K that are not statements of historical fact are “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding the intentions, plans, and expectations of NHC and its affiliates concerning the Agreement, the Transaction, including its timing, consummation, and potential benefits, the Management Agreements, the Portfolio Assets, and any other statements that are not statements of historical fact, including, without limitation, those statements containing words such as “expect,” “plan,” “intend,” “believe,” “anticipate,” “continue,” “may,” “will,” or the negative version of these words and similar expressions, are forward-looking statements. NHC cautions investors that forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties and are not guarantees of future performance. Actual results, performance, or achievements could differ materially from those expressed or implied by any forward-looking statement as a result of various risks and uncertainties, including, without limitation: the ability to complete the Transaction within the expected timeframe, or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and the loss of the Deposit; Buyer’s right to terminate the Agreement (a) for any or no reason during the Inspection Period, (b) if Buyer does not obtain financing acceptable to Buyer for the Purchase Price, if Buyer determines it will seek financing, (c) if the government approvals required for the transfer of operating licenses for the Facilities are denied, and (d) in certain other circumstances as provided in the Agreement; each party’s right to terminate the Agreement if the Transaction has not been consummated within the timeframe specified in the Agreement; the terms available to Buyer for financing to utilize in paying the Purchase Price; delays or denials with respect to government approvals required for the transfer of operating licenses for the Facilities; the future actions of Seller, which NHC does not control; conditions to the closing of the Transaction may not be satisfied; the Transaction may involve unexpected costs, liabilities, or delays; liabilities and other claims asserted against Buyer, NHC, or their affiliates and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including NHC’s compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties, for whom NHC or its affiliates have guaranteed debt, to refinance certain short-term debt obligations; and other risks and uncertainties described in NHC’s reports and other filings with the SEC, including the Annual Report. NHC cautions investors not to place undue reliance on forward-looking statements, which are qualified in their entirety by this cautionary statement. NHC expressly disclaims any obligation to update its forward-looking statements, which speak only as of the date of this report, whether as a result of new information, future events or otherwise, except as required by applicable law.

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