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NYSE: NHI NATIONAL HEALTH INVESTORS INC 8-K

NHI clears antitrust hurdle, buyer waives termination rights on 35-facility sale to NHC

Filed June 1, 2026 · Period ending May 26, 2026 · ~1 min read

3 key changes 3 high relevance 1 section

Key Changes

  • high

    HSR antitrust waiting period terminated early on May 26, removing key regulatory obstacle for sale of 32 skilled nursing and 3 independent living facilities to NHC subsidiary.

  • high

    Buyer waived contractual termination rights during review period, signaling commitment to complete transaction and reducing deal-break risk.

  • high

    Transaction expected to close July 1, 2026, subject to remaining conditions, when NHI will receive sale proceeds and exit landlord relationship with NHC.

Summary

National Health Investors received two critical transaction milestones on May 26: federal antitrust clearance and the buyer's voluntary waiver of termination rights for the sale of 35 healthcare facilities to an NHC subsidiary. The early HSR clearance removes regulatory uncertainty, while the buyer's decision to forfeit its contractual exit option during the review period demonstrates confidence in the deal and significantly reduces the risk of termination during due diligence. For shareholders, this moves the previously announced asset sale substantially closer to completion, with closing now targeted for July 1, 2026.

The transaction will generate proceeds for NHI and end its landlord relationship with NHC across these 35 properties. Investors should watch for the actual closing announcement in early July and any disclosure of how management plans to redeploy the sale proceeds—whether through debt reduction, new acquisitions, or shareholder returns.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~900 words

NHI received HSR antitrust clearance and buyer waived termination rights for sale of 35 healthcare facilities to NHC subsidiary, closing expected July 1.

3 Added
Added HSR antitrust clearance high

Added in current filing · verify on EDGAR →

On May 26, 2026, the parties received early termination of the HSR Waiting Period.

The Hart-Scott-Rodino antitrust waiting period was terminated early on May 26, 2026, removing a key regulatory hurdle for the sale of 32 skilled nursing facilities and three independent living facilities to NHC/OP, L.P. This clearance allows the transaction to proceed toward closing without antitrust concerns.

Added Buyer waiver of termination rights high

Added in current filing · verify on EDGAR →

On May 26, 2026, the Purchaser Parties provided notice to the Company that the Purchaser Parties waived their rights to terminate the Agreement during the Review Period (as defined in the Agreement). As a result, the Review Period ended on May 26, 2026.

The buyer voluntarily waived its contractual right to terminate the purchase agreement during the review period, which ended May 26, 2026. This waiver demonstrates the buyer's commitment to completing the transaction and reduces the risk of deal termination during due diligence.

Added Expected closing date high

Added in current filing · verify on EDGAR →

The Company currently anticipates the closing of the Transaction will occur on or about July 1, 2026, subject to the satisfaction of the conditions set forth in the Agreement.

NHI expects to close the sale of the 35 healthcare facilities on or around July 1, 2026, pending satisfaction of remaining closing conditions. This provides investors with a specific timeline for when the company will receive proceeds from the property sale and exit its landlord relationship with NHC.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify