NHC to acquire five nursing facilities from employee-owned affiliate for $50.5M

On May 14, 2026 (the “Effective Date”), NHC/OP, L.P., a Delaware limited partnership (“Buyer”) and a wholly-owned subsidiary of National HealthCare Corporation (“NHC”), entered into a Purchase and Sale Agreement (the “Agreement”) with National Health Corporation, a Tennessee corporation (“Seller”), to purchase from Seller the land, buildings, and other specified assets of Seller’s portfolio of five skilled nursing facilities, four of which are located in Tennessee and the other is located in South Carolina (the “Facilities,” and, collectively with the other assets to be purchased and sold, the “Portfolio Assets”). The Facilities are currently managed by subsidiaries of NHC (together, “Managers”) under management agreements with Seller (collectively, the “Management Agreements”). The purchase and sale of the Portfolio Assets and other transactions contemplated by the Agreement are referred to herein as the “Transaction.” The purchase price for the Portfolio Assets is $50.5 million, subject to adjustment to incorporate the net book value of certain of Seller’s assets and liabilities related solely to the Facilities and which are being purchased by Buyer, and an offset for unpaid management fees owed by Seller to Managers, in each case as set forth in the Agreement (the “Purchase Price”), and is payable at the closing of the Transaction.

Seller, which is wholly owned by the National Health Corporation Leveraged Employee Stock Ownership Plan (the “ESOP”), was formed in 1986 and serves as NHC’s administrative services affiliate and contractor. All of the personnel conducting NHC’s business, including NHC’s executive management team, are employees of Seller and may have ownership interests in Seller only through their participation as employees in the ESOP. Seller is a stockholder of NHC and, as previously reported, as of March 13, 2026, owned 1,030,887 shares of NHC’s common stock, or approximately 6.6% of the outstanding shares of NHC’s common stock. An executive officer of NHC serves on Seller’s board of directors as set forth in NHC’s proxy statement for the 2026 annual meeting of stockholders of NHC, filed with the SEC on April 2, 2026 (the “Proxy Statement”), and a director of NHC serves as a trustee of the ESOP.

The Agreement provides for an inspection period for Buyer, which expires on the earlier of June 16, 2026 or the closing date of the Transaction (the “Inspection Period”), during which Buyer has the right to terminate the Agreement for any reason in its sole discretion. In the event that the closing of the Transaction has not occurred on or before the date that is nine months following June 1, 2026, either party shall have the right to terminate the Agreement. The Agreement provides that Buyer will make a deposit of $750,000 toward the Purchase Price (the “Deposit”) within three business days after the Effective Date. The Deposit is refundable to Buyer if Buyer elects to terminate the Agreement during the Inspection Period and will become non-refundable to Buyer after the expiration of the Inspection Period, except as otherwise provided in the Agreement.

The Transaction is expected to close in the second quarter of 2026, subject to various closing conditions as set forth in the Agreement, including, but not limited to, receipt of government authorizations for the transfer of operating licenses for the Facilities.