🧾 What This Document Is

This is an amended 8-K filing (8-K/A), which companies use to announce major events to shareholders. Attached is the full Purchase and Sale Agreement for a $560 million real estate deal. It's the legal contract that spells out exactly how National Health Investors (NHI) will sell 35 senior care facilities to a buyer called NHC/OP, L.P.

👉 In simple terms: NHI is selling a big chunk of its property portfolio. This filing gives us the playbook for the sale.

🏢 What The Company Does

National Health Investors (NHI) is a real estate investment trust (REIT) that owns healthcare properties, primarily skilled nursing and assisted living facilities. Think of them as a landlord for senior care operators.

The Buyer, NHC/OP, L.P., is an affiliate of National HealthCare Corporation (NHC), a major operator of these facilities. They are already leasing and running these 35 properties from NHI under a "Master Lease."

👉 Key Insight: This isn't a deal with a stranger. The buyer is the current tenant. NHI is selling the buildings back to the company that already operates them.

💰 The Deal's Key Financials

• Total Purchase Price: $560,000,000.00 (Five Hundred Sixty Million Dollars).
• Earnest Money Deposit: The buyer puts down a $5 million initial deposit, followed by an additional $15 million after their review period. This $20 million total shows the buyer is serious.
• Seller's Deposit: In a twist, NHI (the Seller) also deposits $20,000,000 into escrow. This is their "liquidated damages" – if they back out of the deal without a valid reason, the buyer gets this money.
• No Financing Contingency: The buyer has agreed to buy the properties with or without securing new financing. This removes a major hurdle and shows strong confidence in their ability to pay.

📜 The Core Transaction & Timeline

• What's Being Sold: 35 senior care facilities across several states (Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, Virginia). This includes the land, buildings, and all related rights.
• Important Relationship Change: At closing, the old "Master Lease" between NHI and the buyer will be mostly terminated. However, it will remain active for just the Florida facilities, which will be formally assigned to the buyer. This simplifies the ongoing landlord-tenant relationship.
• Review Period: The buyer has until May 29, 2026, to inspect the properties, review title, and decide to walk away (getting their deposit back, minus $100). After this date, their deposit is non-refundable.
• Closing Date: The sale is scheduled to close on July 1, 2026.

🚩 Key Terms & Protections

• Title Issues: The contract has complex rules about "title" (proof of ownership). NHI will provide a title insurance policy, but there's a list of "Permitted Exceptions" – known issues the buyer accepts. A historical detail: some old deeds from the 1990s were never recorded, and the parties agree to ignore that technicality for this sale.
• Default & Remedies: The contract heavily favors liquidated damages (pre-set penalties) over lawsuits. If the buyer backs out, they lose their deposit. If the seller backs out, they forfeit their $20 million deposit to the buyer. These large, mutual deposits incentivize both sides to close the deal.
• No Brokers (Except One): Both sides state they didn't use a broker, except NHI used Blueprint Healthcare Real Estate Advisors, LLC, who NHI will pay.

🔮 What This Signals & What's Next

This deal is a major strategic move for NHI. They are selling a large portfolio of properties to their existing operator.

• For NHI: It’s a massive cash infusion ($560M) that simplifies their portfolio. They get out of the landlord role for most of these assets and can redeploy this capital elsewhere.
• For the Buyer (NHC/OP): It allows them to own the buildings they operate, potentially increasing their long-term control and profitability. They are betting big on their own operations.
• The Process: Between now and July 1, the buyer will finalize inspections and financing. Both parties must also file under the Hart-Scott-Rodino Antitrust Act, meaning the deal is large enough to get a quick review by regulators for anti-competition concerns.

⚖️ Strengths (👍) & Risks (⚠️)

👍 Strengths of the Deal:

• Clean Structure: The buyer is the current operator, so there's no operational uncertainty.
• Strong Commitments: The large, mutual deposits and "no financing contingency" clause make collapse less likely.
• Clear Path: The agreement is very detailed, addressing title quirks, licensing transfers, and closing mechanics.

⚠️ Risks to Watch:

• Regulatory Approval: The HSR Act filing could potentially delay or complicate the closing.
• Financing Execution: While the buyer waived the contingency, they still must have $560M ready by July 1.
• Operational Transition: Despite the familiar buyer, transferring ownership of 35 healthcare facilities involves complex license and regulatory changes.

🧠 The Analogy

Imagine you've been renting your house to a tenant for years. Now, you've agreed to sell that house back to the tenant. You both know the property well, which reduces surprises. You've set a firm price, a closing date, and both put down large, non-refundable "good faith" money to ensure you each show up to sign the final papers. The main difference? The "house" here is a $560 million portfolio of senior care facilities.

🧩 Final Takeaway

NHI is executing a $560 million sale-leaseback termination with its operator, NHC. It’s a transformative deal that swaps a large property portfolio for cash, simplifies NHI's business, and lets the operator own its real estate. The detailed agreement with heavy financial deposits signals both parties are highly motivated to close by July 1, 2026.

Contact for this filing:
Not applicable for this exhibit, but the agreement specifies notices go to the parties' legal representatives. For the title/escrow agent:
First American Title Insurance Company, National Commercial Services Unit
511 Union Street, Suite 1600, Nashville, Tennessee 37219
Attention: Susan Felts