National Health Investors, Inc.
A real estate investment trust that owns, finances, and leases senior housing and healthcare properties across the United States — think assisted living, memory care, skilled nursing, and medical office buildings. It was born in 1991 as a spin-off of National HealthCare Corporation, and its name simply describes its job: an investor in national healthcare real estate. The company's motto is "We invest in relationships, not just properties."
Common Stock
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ($ in thousands, except per share amounts) June 30, December 31, 2026 2025 (unaudited) Assets: Real estate properties: Land $ 232,660 $ 221,660 Buildings, improvements and intangibles 3,030,846 3,054,100 Const…
NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ($ in thousands, except per share amounts) June 30, December 31, 2026 2025 (unaudited) Assets: Real estate properties: Land $ 232,660 $ 221,660 Buildings, improvements and intangibles 3,030,846 3,054,100 Construction in progress 19,336 18,214 Total real estate properties 3,282,842 3,293,974 Less: Accumulated depreciation and amortization (716,370) (821,702) Total real estate properties, net 2,566,472 2,472,272 Mortgage and other notes receivable, net of credit loss reserves of $15,264 and $15,397, respectively 209,273 203,296 Cash and cash equivalents 30,388 19,624 Straight-line rents receivable 74,997 78,891 Assets held for sale, net 30,929 3,562 Other assets, net 52,143 19,242 Total assets1 $ 2,964,202 $ 2,796,887 Liabilities and Equity: Liabilities: Debt, net $ 1,274,522 $ 1,163,814 Accounts payable and other liabilities 46,437 42,070 Operating lease liabilities 3,744 1,664 Dividends payable 45,245 44,439 Deferred income 4,265 4,996 Deferred income tax liabilities, net 732 — Total liabilities1 1,374,945 1,256,983 Commitments and contingencies Redeemable noncontrolling interest 10,367 10,195 Equity: National Health Investors, Inc. stockholders’ equity: Common stock, $0.01 par value per share, 100,000,000 shares authorized, 49,115,748 shares and 48,302,944 shares, respectively, issued and outstanding 491 483 Capital in excess of par value 1,966,642 1,922,713 Retained earnings 2,842,779 2,747,006 Cumulative dividends (3,238,486) (3,148,659) Total National Health Investors, Inc. stockholders’ equity 1,571,426 1,521,543 Noncontrolling interests 7,464 8,166 Total equity 1,578,890 1,529,709 Total liabilities and equity $ 2,964,202 $ 2,796,887 1 Our condensed consolidated balance sheets included the following amounts related to our consolidated variable interest entities (“VIE”): $621.0 million and $403.4 million of real estate properties, net; $11.7 million and $9.1 million of cash and cash equivalents; $0.3 million and $0.6 million of straight-line rents receivable; $6.5 million and $4.2 million of other assets, net; and $8.5 million and $5.5 million of accounts payable and other liabilities as of June 30, 2026 and December 31, 2025, respectively. See the accompanying notes to the condensed consolidated financial statements. 3 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited and $ in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenues: Rental income $ 71,390 $ 70,270 $ 144,540 $ 139,136 Resident fees and services 44,779 14,217 81,839 28,156 Interest and other income 5,150 6,175 10,070 12,666 Total revenues 121,319 90,662 236,449 179,958 Expenses: Depreciation and amortization 25,548 19,918 49,239 39,075 Interest expense 15,814 15,001 30,854 29,338 Senior housing operating expenses 33,757 10,396 61,926 21,249 Legal expense 445 1,095 750 2,521 Franchise, excise and other taxes 213 243 428 512 General and administrative expenses 8,823 6,125 16,674 12,954 Proxy contest and related expenses — 1,308 — 1,572 Taxes and insurance on leased properties 2,742 2,914 5,546 5,801 Loan and realty gains, net (59) (1,393) (109) (1,407) Total expenses 87,283 55,607 165,308 111,615 Gains on dispositions of real estate properties 21,967 110 24,579 224 Other non-operating income 86 — 121 — Income before income taxes and equity method investment 56,089 35,165 95,841 68,567 Income tax expense (732) — (732) — Gains from equity method investment — 1,524 — 1,939 Net income 55,357 36,689 95,109 70,506 Add: Net loss attributable to noncontrolling interests 314 298 664 646 Net income attributable to stockholders 55,671 36,987 95,773 71,152 Less: Net income allocated to participating securities (95) (49) (173) (101) Net income attributable to common stockholders $ 55,576 $ 36,938 $ 95,600 $ 71,051 Weighted average common shares outstanding: Basic 48,435,914 46,691,953 48,379,930 46,206,225 Diluted 48,498,181 46,822,465 48,523,038 46,350,498 Earnings per share: Basic $ 1.15 $ 0.79 $ 1.98 $ 1.54 Diluted $ 1.15 $ 0.79 $ 1.97 $ 1.53 See the accompanying notes to the condensed consolidated financial statements. 4 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and $ in thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 95,109 $ 70,506 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 49,239 39,075 Amortization of debt issuance costs and discounts 1,708 1,917 Share-based compensation expense 4,600 3,629 Deferred income tax expense 732 — Straight-line rent revenue adjustments (1,320) (2,444) Non-cash interest income on mortgage notes receivable (581) (655) Other non-cash items, net 1,374 1,134 Loan and realty gains, net (109) (1,407) Gains on dispositions of real estate properties (24,579) (224) Gains from equity method investment — (1,939) Changes in operating assets and liabilities: Other assets, net (11,153) 1,110 Accounts payable and other liabilities 3,514 (4,414) Deferred income (121) 7 Net cash provided by operating activities 118,413 106,295 Cash flows from investing activities: Acquisitions of real estate properties (229,886) (130,984) Investments in existing real estate properties and equipment (11,132) (4,806) Proceeds from dispositions of real estate properties 92,961 — Fees received on mortgage notes receivable — 389 Investments in mortgage and other notes receivable (12,176) (25,688) Repayments of mortgage and other notes receivable 12,933 35,365 Distributions received from equity method investment — 1,939 Net cash used in investing activities (147,300) (123,785) Cash flows from financing activities: Proceeds from revolving credit facility 449,000 329,000 Repayments of revolving credit facility (215,000) (282,200) Repayments of term loans (125,000) (75,815) Payments of debt issuance costs — (185) Proceeds from issuance of common shares, net 44,934 123,484 Payments of equity issuance costs (414) (153) Capital contributions from noncontrolling interests 700 56 Distributions paid to noncontrolling interests (317) (542) Dividends paid to stockholders (89,021) (83,143) Taxes paid related to net settlement of stock incentive awards (5,185) (191) Net cash provided by financing activities 59,697 10,311 Increase (decrease) in cash, cash equivalents and restricted cash 30,810 (7,179) Cash, cash equivalents and restricted cash at the beginning of the period 19,624 26,502 Cash, cash equivalents and restricted cash at the end of the period $ 50,434 $ 19,323 See the accompanying notes to the condensed consolidated financial statements. 5 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and $ in thousands) Six Months Ended June 30, 2026 2025 Supplemental disclosures of cash flow information: Interest paid $ 25,753 $ 27,042 Supplemental disclosures of non-cash investing and financing activities: Real estate properties acquired to settle mortgage note receivable — 8,600 Mortgage and other notes issued in connection with dispositions of real estate properties 5,500 — Right-of-use assets acquired in exchange for finance lease liabilities 243 — Right-of-use assets acquired in exchange for operating lease liabilities 2,102 — Changes in accounts payable related to real estate property renovations 86 (95) Changes in accounts payable related to noncontrolling interest distributions 249 (80) See the accompanying notes to the condensed consolidated financial statements. 6 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited and $ in thousands, except per share amounts) Capital in Common Stock Excess of Retained Cumulative Noncontrolling Total Shares Amounts Par Value Earnings Dividends Interests Equity Balances at March 31, 2026 48,459,369 $ 485 $ 1,920,451 $ 2,787,108 $ (3,193,269) $ 7,837 $ 1,522,612 Net income, excluding a net loss of $218 attributable to redeemable noncontrolling interest — — — 55,671 — (96) 55,575 Issuance of common shares, net 642,610 6 44,928 — — — 44,934 Equity issuance costs — — (414) — — — (414) Share-based compensation expense — — 2,360 — — — 2,360 Grants of restricted stock awards 3,048 — — — — — — Shares issued due to stock options exercised 11,710 — — — — — — Taxes paid related to net settlement of stock incentive awards (989) — (683) — — — (683) Distributions declared to noncontrolling interests, excluding $37 attributable to redeemable noncontrolling interest — — — — — (277) (277) Dividends declared, $0.92 per share — — — — (45,217) — (45,217) Balances at June 30, 2026 49,115,748 $ 491 $ 1,966,642 $ 2,842,779 $ (3,238,486) $ 7,464 $ 1,578,890 See the accompanying notes to the condensed consolidated financial statements. 7 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited and $ in thousands, except per share amounts) Capital in Common Stock Excess of Retained Cumulative Noncontrolling Total Shares Amounts Par Value Earnings Dividends Interests Equity Balances at March 31, 2025 46,693,671 $ 467 $ 1,804,679 $ 2,638,994 $ (3,017,666) $ 8,571 $ 1,435,045 Net income, excluding a net loss of $193 attributable to redeemable noncontrolling interest — — — 36,987 — (105) 36,882 Issuance of common shares, net 776,348 8 57,993 — — — 58,001 Equity issuance costs — — (106) — — — (106) Share-based compensation expense — — 1,071 — — — 1,071 Shares issued due to stock options exercised 3,794 — — — — — — Taxes paid related to net settlement of stock incentive awards (653) — (55) — — — (55) Noncontrolling interest capital contribution — — — — — 56 56 Distributions declared to noncontrolling interests, excluding $26 attributable to redeemable noncontrolling interest — — — — — (194) (194) Dividends declared, $0.90 per share — — — — (42,727) — (42,727) Balances at June 30, 2025 47,473,160 $ 475 $ 1,863,582 $ 2,675,981 $ (3,060,393) $ 8,328 $ 1,487,973 See the accompanying notes to the condensed consolidated financial statements. 8 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited and $ in thousands, except per share amounts) Capital in Common Stock Excess of Retained Cumulative Noncontrolling Total Shares Amounts Par Value Earnings Dividends Interests Equity Balances at December 31, 2025 48,302,944 $ 483 $ 1,922,713 $ 2,747,006 $ (3,148,659) $ 8,166 $ 1,529,709 Net income, excluding a net loss of $474 attributable to redeemable noncontrolling interest — — — 95,773 — (190) 95,583 Issuance of common shares, net 642,610 6 44,928 — — — 44,934 Equity issuance costs — — (414) — — — (414) Share-based compensation expense — — 4,600 — — — 4,600 Grants of restricted stock awards 43,045 — — — — — — Shares issued due to stock options exercised 130,087 2 — — — — 2 Taxes paid related to net settlement of stock incentive awards (2,938) — (5,185) — — — (5,185) Distributions declared to noncontrolling interests, excluding $54 attributable to redeemable noncontrolling interest — — — — — (512) (512) Dividends declared, $1.84 per share — — — — (89,827) — (89,827) Balances at June 30, 2026 49,115,748 $ 491 $ 1,966,642 $ 2,842,779 $ (3,238,486) $ 7,464 $ 1,578,890 See the accompanying notes to the condensed consolidated financial statements. 9 Table of Content NATIONAL HEALTH INVESTORS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited and $ in thousands, except per share amounts) Capital in Common Stock Excess of Retained Cumulative Noncontrolling Total Shares Amounts Par Value Earnings Dividends Interests Equity Balances at December 31, 2024 45,687,942 $ 457 $ 1,736,831 $ 2,604,829 $ (2,975,642) $ 8,912 $ 1,375,387 Net income, excluding a net loss of $436 attributable to redeemable noncontrolling interest — — — 71,152 — (210) 70,942 Issuance of common shares, net 1,736,348 18 123,466 — — — 123,484 Equity issuance costs — — (153) — — — (153) Share-based compensation expense — — 3,629 — — — 3,629 Grants of restricted stock awards 29,500 — — — — — — Shares issued due to stock options exercised 20,557 — — — — — — Taxes paid related to net settlement of stock incentive awards (1,187) — (191) — — — (191) Noncontrolling interest capital contributions — — — — — 56 56 Distributions declared to noncontrolling interests, excluding $33 attributable to redeemable noncontrolling interest — — — — — (430) (430) Dividends declared, $1.80 per share — — — — (84,751) — (84,751) Balances at June 30, 2025 47,473,160 $ 475 $ 1,863,582 $ 2,675,981 $ (3,060,393) $ 8,328 $ 1,487,973 See the accompanying notes to the condensed consolidated financial statements. 10 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1. Description of the Business National Health Investors, Inc. (“NHI”, the “Company”, “we”, “us” or “our”), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“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 Senior Housing Operating Portfolio (“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”). As of June 30, 2026, our Real Estate Investments segment included gross real estate investments of $2.4 billion in 137 owned properties, located in 29 states and leased to 26 tenants primarily under triple-net leases. These investments were comprised of 88 ALFs, 12 EFCs, six SLCs, 30 SNFs and one HOSP. Our Real Estate Investments segment also included $224.5 million in principal amounts of mortgage and other notes receivable as of June 30, 2026. 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, including 35 properties leased to National HealthCare Corporation (“NHC”) which were sold to an affiliate of NHC on July 1, 2026. The remaining two properties were also sold in July 2026. Our properties classified as assets held for sale included 34 SNFs and three ILFs. As of June 30, 2026, our SHOP segment consisted of gross real estate investments of $854.8 million in 42 properties, located in 16 states and comprised of 22 ILFs, 13 SLCs and seven ALFs with a combined total of 4,001 units. We outsource the operations at these properties to third-party managers and pay a management fee to these third parties for their services. As of June 30, 2026, 16 of these properties were held in consolidated partnerships in which the noncontrolling common equity interest holders are affiliates of the respective managers operating these properties on our behalf. References in these condensed consolidated financial statements related to property and unit counts are outside the scope of our independent registered accounting firm’s review. Note 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, these condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. These condensed consolidated financial statements and related notes do not include all information and notes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (“SEC”). Principles of Consolidation Our condensed consolidated financial statements include our wholly owned subsidiaries and partnerships that we control through voting rights or other means. All intercompany transactions and balances of these entities are eliminated in consolidation. If we conclude that we are the primary beneficiary of a VIE, we consolidate the entity. The designation of an entity as a VIE is reassessed upon certain events, including but not limited to including (i) a change in the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or dispositions of interests in the entity that constitute a change in control. Reference Note 17 for additional information on our VIEs. 11 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) We use the equity method of accounting when we own an interest in an entity over which we can exert significant influence but cannot control the entity’s operations. We discontinue the equity method of accounting if our investment in an entity, including our net advances to the entity, is reduced to zero, except in those instances in which we have guaranteed the obligations of the entity or are otherwise committed to provide further financial support to the entity. Reference Note 6 for additional information on our equity method investment. Reclassifications Certain prior year amounts in these condensed consolidated financial statements and accompanying notes have been reclassified to conform with the presentation in the current periods. We made reclassification adjustments to certain line items within our condensed consolidated balance sheet and within operating cash flows on our condensed consolidated statement of cash flows. Segments We conduct our business and evaluate the operating performance of our business through two reportable segments. In our Real Estate Investments segment, we invest in SHOs and medical facilities and lease these properties to third-party healthcare operators. In addition, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which are primarily used to fund their acquisitions, construction projects and other operating needs. In our SHOP segment, we invest in SHOs and utilize third-party managers to operate these properties on our behalf. Revenue Recognition Rental Income We generate rental income from the real estate properties in our Real Estate Investments segment pursuant to leases between us and the tenants who operate these properties. These leases are typically triple-net operating leases with fixed annual rent escalators. We recognize the contractual amounts of base rental income from a tenant lease using the straight-line method over the initial term of the lease, subject to a collectability assessment. 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. We recognize contingent rent as rental income beginning in the period in which the tenant’s actual reported revenues exceed the applicable base amount or threshold. Our triple-net lease agreements include terms that require our tenants to pay the property taxes and insurance of the respective leased properties either directly to the third-party providers or as a reimbursement to us. Under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), we elected the lessor practical expedient to combine lease and non-lease components of our tenant leases and determined the lease component is the predominant component. As a result, we recognize both the contractual amounts of rent due to us and tenant reimbursements of property taxes and insurance as rental income in our condensed consolidated statements of income in accordance with ASC 842. The corresponding expenses for property taxes and insurance are recognized in taxes and insurance on leased properties in our condensed consolidated statements of income. Pursuant to the terms of individual lease agreements, we may make certain payments to our tenants that are treated as lease incentives. Lease incentives are capitalized and recognized in other assets, net, on our condensed consolidated balance sheets. Amortization of lease incentives is recognized over the respective lease terms as a reduction of rental income. Certain of our lease incentives are inducements subject to a contingent event. We recognize contingent lease inducements in the period in which the uncertainty associated with the contingent consideration becomes probable that it will be subsequently resolved and that a significant reversal of amounts recognized in revenues is not likely to occur. We assess the collectability of lease payments due from tenants on a regular basis taking into consideration factors such as a change in the tenant’s payment history, the current financial condition of the tenant, other new business or market conditions that may affect the tenant’s operations and changes in economic conditions in the geographical areas where the tenant operates. In the event that we determine the future collectability of substantially all lease payments of a tenant are no longer probable, we write off the related accounts receivable and straight-line rents receivable in the period in which this determination becomes known as a reduction of rental income and begin recognizing rental income from the tenant on a cash basis. Any recoveries of previously written-off accounts receivable are recognized as rental income in the period payment is received. Reference the “Cash Basis Tenants” section in Note 5. 12 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Resident Fees and Services We generate resident fees and services revenues from the SHOs in our SHOP segment pursuant to independent agreements for each residential unit at these communities. These revenues include resident room and care charges, community fees and other charges for optional services available to the residents. Resident agreements generally have terms of 30 days to one year and are cancelable by the resident with 30-days notice. Under ASC 842, we elected the lessor practical expedient to combine lease and non-lease components of our resident agreements and determined the non-lease component is the predominant component. As a result, we recognize revenues from resident fees and services when the performance obligations have been met in accordance with ASC 606, Revenue Recognition from Contracts with Customers (“ASC 606”). We typically bill residents a fixed monthly fee at the beginning of each month for room fees and general care services. Certain of the more individualized need-based and optional services are billed to residents monthly in arrears. Community fees are billed to residents upon move-in and recognized as revenue over periods of less than two years. Interest Income from Mortgage and Other Notes Receivable We recognize interest income as earned based on the interest rates and principal amounts outstanding on our mortgage and other notes receivable. Accrued interest on mortgage and other notes receivable is included in other assets, net, on our condensed consolidated balance sheets. We assess the collectability of our mortgage and other notes receivable on a regular basis taking into consideration factors such as the borrower’s timeliness of required payments, the borrower’s current financial condition and the borrower’s compliance with other covenants and terms of the loan agreement. If we conclude that a loan has become non-performing, we place it on non-accrual status in the period in which it becomes known and probable that the borrower cannot pay the contractual amounts due to us. A non-performing loan is returned to accrual status if the borrower becomes contractually current on payments and we believe that all future principal and interest payments will be received from the borrower in accordance with the terms of the loan agreement. Reference the “Non-Performing Notes” section in Note 4. Real Estate Properties Our investments in real estate properties are accounted for as asset acquisitions. We allocate the purchase price, including transaction costs, to the identifiable tangible and intangible assets acquired based on the relative fair values of the assets as of the acquisition date. Contingent consideration deemed to be probable at the acquisition date, if any, is also included in the purchase price allocation if the uncertainty associated with the contingent consideration has been resolved and a significant reversal of amounts recognized is not likely to occur. We use the straight-line method of depreciation for buildings over their estimated useful lives ranging from 30 years to 40 years and building improvements over their estimated useful lives ranging from five years to 25 years. Intangible assets related to the fair values of in-place resident leases are included in real estate properties, net, on our condensed consolidated balance sheets and amortized using the straight-line method over the estimated absorption periods. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets We monitor events and changes in circumstances, including factors such as the operating performance of our investments and general market conditions in the areas where we own properties, which could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present, we assess whether an impairment charge is needed by comparing the future estimated undiscounted cash flows and expected proceeds from the disposition of the identified asset to its carrying amount. If impairment exists, we recognize an impairment charge for the amount in which the carrying value of the identified asset exceeds its estimated fair value. Impairment charges are included in loan and realty gains, net, in our condensed consolidated statements of income. 13 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Assets Held for Sale We classify real estate properties as assets held for sale on our condensed consolidated balance sheets when the following conditions are met: (i) management commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) an active program to locate a buyer has been initiated; (iv) the property is being marketed for sale at a price that is reasonable given our estimate of its current market value; (v) a sale is probable within one year; and (vi) it is unlikely that the disposal plan will be significantly modified or discontinued. If a real estate property meets the criteria to be classified as held for sale, we remeasure the asset at the lower of the carrying amount or its estimated fair value, less cost to sell. Upon reclassification of a property to assets held for sale, we no longer depreciate the property. We use a market approach when estimating the fair value of a property, which includes taking into consideration any recent binding agreements for sales of similar properties, any recent purchase offers we have received for the property and estimates of the property’s fair value based on broker quotes and third-party valuations. If we determine a property subsequently no longer meets the criteria to be classified as held for sale, it is reclassified as a held and used asset and the carrying value is remeasured at the lower of its original carrying amount adjusted for depreciation expense during the period in which the property was classified as held for sale or its fair value. Mortgage and Other Notes Receivable Mortgage and other notes receivable consist of mortgages, construction loans, mezzanine loans, revolving lines of credit and other loans with certain of our tenants, or their affiliates, and other third-party healthcare operators. Mortgage and other notes receivable are recognized on our condensed consolidated balance sheets net of any deferred commitment fees, discounts, premiums and allowances for credit losses. We amortize deferred commitment fees, discounts and premiums over the respective loan periods using the effective interest method. If a loan is repaid prior to its contractual maturity date, we recognize any remaining unamortized balances of deferred commitment fees, discounts and premiums in the period of repayment. Credit Loss Reserves on Mortgage and Other Notes Receivable We evaluate the collectability of our mortgage and other notes receivable and establish reserves for expected credit losses at the inception of these investments and subsequently on a quarterly basis at the end of the period. The amount of credit loss reserves we recognize is based on our estimates of the total future credit losses we expect to incur over the remaining amortization periods of our outstanding loans as of the evaluation date. As a result, we may recognize credit loss expense on a loan prior to an actual event of default. Credit loss expense (benefit) is recognized in loan and realty gains, net, in our condensed consolidated statements of income. Our models for estimating the future expected credit losses on mortgage and construction loans are calculated on a collective basis for these types of loans. Our models for estimating the future expected credit losses on mezzanine loans and revolving lines of credit are calculated on an individual loan basis or a borrower-specific basis for these types of loans. We use a combination of credit quality indicators in our models including, among others, information on the current payment status of the loans, the overall financial strength of the borrowers and any guarantors, the history and nature of loan write-offs related to our borrowers, and the extent and value of underlying collateral on the loans. In addition, we adjust our models using the probability of default method related to any current economic or other conditions occurring or becoming known during the reporting period and any changes in our most recent forecasts that exist as of the end of the reporting period which impact our previous estimates of necessary credit loss reserves. For construction loans, we perform an assessment at the end of our reporting periods of the probability that we may acquire any of the underlying properties in the event of the borrower’s default and, when necessary, we reduce the basis of the respective loans by the amounts that we expect to recover when construction of the applicable properties is complete. Estimating our credit loss reserves involves significant judgment of our management. We may choose to perform additional qualitative assessments beyond those described above and apply adjustments as necessary in estimating our credit loss reserves. It is possible that our actual credit losses will differ materially from our estimates. 14 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Fair Value Measurements We are required to remeasure certain financial instruments at their fair values on a recurring basis. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework is a three-tiered hierarchy approach for measuring fair value that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value in the GAAP hierarchy are as follows: •Level 1 measurements include inputs based on quoted prices in active markets for identical assets or liabilities. •Level 2 measurements include observable inputs, other than quoted prices described in Level 1 of the hierarchy, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and other inputs that can be corroborated by observable market data. •Level 3 measurements include unobservable inputs supported by little or no market activity which are significant to the fair values of the assets or liabilities including, but not limited to including, pricing models, discounted cash flow methodologies and other similar techniques. If the fair value measurement is based on inputs from different levels of the GAAP hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to a fair value measurement in its entirety requires management’s judgment and consideration of factors specific to the asset or liability. When an event or circumstance alters our assessment of the observability and thus the appropriate classification of an input to a fair value measurement which we deem to be significant to the fair value measurement in its entirety, we disclose information on the transfer of the fair value measurement to the new level within the GAAP hierarchy. Concentrations of Credit Risks We are exposed to credit risks related to our tenants, borrowers and managers. Our investment portfolio, consisting of real estate properties and mortgage and other notes receivable, subjects us to the possibility of incurring losses that may result from the failure of other parties to perform according to their contractual obligations with us or may result from a decline in market prices which may make our investments less valuable. Our mortgage and other notes receivable primarily consist of secured loans on healthcare facilities. We require collateral and other protective rights from our borrowers which we continually monitor to reduce our potential risks of incurring losses on these investments. Our management performs periodic reviews of our investments on an individual basis to assess for necessary reserves for potential losses. We are also exposed to credit risks related to our cash, cash equivalents and restricted cash, which are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses related to these accounts. 15 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash from our condensed consolidated statements of cash flows to the amounts presented on our condensed consolidated balance sheets ($ in thousands): Six Months Ended June 30, 2026 2025 Balances at the beginning of the period: Cash and cash equivalents $ 19,624 $ 24,289 Restricted cash1 — 2,213 Total cash, cash equivalents and restricted cash $ 19,624 $ 26,502 Balances at the end of the period: Cash and cash equivalents $ 30,388 $ 18,640 Restricted cash1 20,046 683 Total cash, cash equivalents and restricted cash $ 50,434 $ 19,323 1 Restricted cash is included in other assets, net, on our condensed consolidated balance sheets. Leases - Lessee We evaluate our leases in which we are the lessee at inception to determine whether the lease meets the criteria for classification as an operating lease or a finance lease. Right-of-use (“ROU”) assets and lease liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate unless the implicit rate of the lease is readily determinable. Our incremental borrowing rate is the interest rate we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. Our ROU assets also include any upfront lease payments made and exclude lease incentives, if any. We include any options to extend or terminate a lease in the lease term when it is reasonably certain that those options will be exercised. Under ASC 842, we elected the lessee practical expedients related to short-term leases and combining lease and non-lease components. ROU assets related to operating leases are recognized in other assets, net, on our condensed consolidated balance sheets. Rent expense for operating leases is recognized on a straight-line basis in general and administrative expenses in our condensed consolidated statements of income. ROU assets and lease liabilities related to finance leases are recognized in real estate properties, net, and accounts payable and other liabilities, respectively, on our condensed consolidated balance sheets. Amortization of ROU assets for finance leases is recognized on a straight-line basis in depreciation expense in our condensed consolidated statements of income. Interest expense on the lease liability for finance leases is recognized using the effective interest method. 16 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Noncontrolling Interests We assess our arrangements with noncontrolling interest holders to determine the appropriate balance sheet classification based on the redemption rights and other rights held by the noncontrolling interest holders. We recognize redeemable noncontrolling interests in the mezzanine section between liabilities and equity on our condensed consolidated balance sheets and all other noncontrolling interests are recognized in equity. We account for purchases or sales of equity interests that do not result in a change of control of the respective entity through capital in excess of par value on our condensed consolidated balance sheets. Net income (loss) attributable to noncontrolling interests is recognized each period as an adjustment to net income in determining the amount of net income (loss) available to our common stockholders. Contingently redeemable noncontrolling interests are initially recognized at the greater of the initial carrying value or the redemption value and subsequently adjusted for contributions and distributions of the noncontrolling interest holders and their share of the respective partnership’s net income or loss each period. In the period in which the contingency for redemption of the noncontrolling interest’s shares is met or becomes probable of being met at a future date, we accrete the carrying value of the noncontrolling interest to the redemption value over the expected redemption period with an offsetting adjustment to capital in excess of par value. Forward Equity Sales Transactions We have entered into, and may continue to enter into, forward equity sales agreements relating to the issuance of shares of our common stock, either through our at-the-market (“ATM”) equity program or through underwritten public offerings. These agreements may be physically settled in our common stock, settled in cash or net share settled at our election. The forward sales price that we will receive upon physical settlement of a forward equity sales agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate, less a spread adjustment, and (ii) scheduled dividends during the term of the forward equity sales agreement. For any periods in which a forward equity sales agreement does not meet the criteria for equity treatment in accordance with ASC 815, Derivatives and Hedging, (“ASC 815”), we recognize the change in fair value of the agreement in our condensed consolidated statements of income. Shares issuable under forward equity sales agreements are reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, we increase basic weighted average common shares outstanding by the excess, if any, of the number of common shares that would be issued upon full physical settlement of our outstanding forward equity sales agreements over the number of common shares that could be purchased by us in the market utilizing the proceeds from the full physical settlement of the forward equity sales agreements. Management Fees We recognize the fees paid to the third-party managers that operate the SHOs in our SHOP segment as expense in accordance with the terms of the individual management agreements. Generally, our management fee structure includes a base management fee of 5.0% of net revenues and may also include a real estate services fee of 5.0% for property-related costs exceeding a specified annual threshold in the applicable management agreement. Incentive management fees are recognized as expense beginning in the period in which we believe it is more likely than not that the applicable performance targets will be met. Management fees are included in senior housing operating expenses in our condensed consolidated statements of income. Share-Based Compensation Expense We measure and recognize share-based compensation expense related to stock incentive awards based on the grant date fair value of the respective award which is amortized over the requisite service period in accordance with the terms of each agreement. We use the Black-Scholes option pricing model to estimate the fair values of stock options on the grant dates. The fair values of restricted stock awards (“RSA”) are determined based on the closing market price of our common stock on the grant dates. We calculate the fair values of market-based restricted stock units (“RSU”) on the grant dates using a Monte Carlo valuation model which assigns a weighted probability to potential outcomes of our total stockholder return compared to the respective performance targets for total stockholder return specified in the agreements. This model includes, among other things, our assumptions on interest rates, volatility and expected service periods which can fluctuate significantly year over year. We recognize forfeitures of our stock incentive awards as a reduction to share-based compensation expense in the periods in which they occur. Share-based compensation expense is recognized in general and administrative expenses in our condensed consolidated statements of income. 17 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Income Taxes Since our inception and first taxable year in 1991, we have intended at all times to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we are generally not subject to U.S. federal income taxes at a consolidated level for our business or pertaining to our REIT subsidiaries provided that we continue to meet the necessary organizational and operational requirements of a REIT under the Internal Revenue Code. Among other requirements to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income to our stockholders, which is calculated on a basis that excludes net capital gains and does not necessarily equal GAAP taxable income. We have a subsidiary that we have elected to treat as a taxable REIT subsidiary (“TRS”), and therefore subject to income taxes on a similar basis to other taxable corporations. Accordingly, we include a provision for federal, state and local income taxes in our condensed consolidated statements of income related to our TRS. Beginning with the 2026 taxable year, the Internal Revenue Code percentage limit under the REIT asset test applicable to TRS entities increased from 20% to 25%. We do not expect this amendment to the Internal Revenue Code to impact our TRS. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements under GAAP or our income tax returns. Under this method, we calculate our deferred tax assets and liabilities based on the differences between the financial reporting basis and income tax basis of our assets and liabilities using enacted tax rates in effect for the taxable year in which the differences are expected to reverse. Any increases or decreases in our deferred tax assets and liabilities that result from a change in circumstances, and that cause a change in our judgment about the expected future tax consequences of events, are included in our income tax provision in the period such change occurs. Deferred tax assets also reflect the impact of operating loss carryforwards and tax credit carryforwards. We provide a valuation allowance against our deferred tax assets if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized. We are subject to state and local income taxes in certain states where we operate. We classify interest and penalties related to uncertain tax positions, if any, in our condensed consolidated statements of income as a component of income tax expense. Earnings Per Share Our unvested RSAs contain non-forfeitable rights to our dividends, and therefore are deemed to be participating securities. As a result, we calculate basic and diluted earnings per share using the two-class method. Under this method, net income is allocated to common stockholders and the holders of participating securities based on their respective weighted average shares outstanding and their respective participation rights to dividends declared and undistributed earnings in calculating basic earnings per share. Diluted earnings per share is calculated using the same allocations as those used in calculating basic earnings per share and also includes the effect of potentially dilutive securities issued. Recent Accounting Pronouncements Not Yet Adopted In November 2024, FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide additional disaggregated information in the footnotes to annual and interim financial statements related to certain costs and expenses from the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures. 18 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Note 3. Real Estate Properties Acquisitions During the six months ended June 30, 2026, we completed the following acquisitions of real estate properties ($ in thousands): Buildings, Other Number Improvements Assets and of and Liabilities, Operators / Managers Period Properties Land Intangibles Net1 Total Real Estate Investments segment: The Fellowship Family Q2 2026 2 $ 1,723 $ 15,788 $ — $ 17,511 SHOP segment: Allegro Living Management Q1 2026 9 9,201 96,287 — 105,488 Generations, LLC Q2 2026 7 15,064 90,825 998 106,887 Total acquisitions $ 25,988 $ 202,900 $ 998 $ 229,886 1 We recognized a ROU asset of $3.0 million and an operating lease liability of $2.0 million related to a ground lease that we assumed in an acquisition. Dispositions During the six months ended June 30, 2026, we completed the following dispositions of real estate properties ($ in thousands): Number Net Gains of Net Carrying on Operators Period Properties Proceeds Amounts Dispositions Real Estate Investments segment: The Brook Retirement Communities Q1 2026 1 $ 6,662 $ 4,175 $ 2,487 PruittHealth - Orangeburg1 Q2 2026 1 3,170 2,369 801 Bickford Senior Living (“Bickford”)2 Q2 2026 1 4,345 3,562 783 Santé - Silverdale3 Q2 2026 1 39,000 18,802 20,198 Wingate Living4 Q2 2026 1 45,284 45,222 62 Total dispositions $ 98,461 $ 74,130 $ 24,331 1 This property was acquired by the tenant pursuant to a purchase option in the respective lease agreement. 2 This property was classified as assets held for sale on our condensed consolidated balance sheet as of December 31, 2025. 3 The tenant acquired this property pursuant to a purchase and sale agreement that was executed in 2024. 4 The net proceeds received on the sale of this property included a $5.5 million mortgage note from an affiliate of the buyer. Assets Held for Sale As of June 30, 2026, we had 37 properties in our Real Estate Investments segment that were classified as assets held for sale on our condensed consolidated balance sheet. We sold these properties in July 2026. As of December 31, 2025, we had one property in our Real Estate Investments segment that was classified as assets held for sale which was sold in April 2026. 19 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) NHC Leased Portfolio Disposition 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. During the three months ended June 30, 2026 and 2025, we recognized rental income of $10.2 million and $9.7 million, respectively, related to these properties. During the six months ended June 30, 2026 and 2025, we recognized rental income of $22.1 million and $20.6 million, respectively, related to these properties. Reference the “NHC Lease Termination” section in Note 5 for information on the NHC master lease termination. Other Third Quarter of 2026 Dispositions 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. Intangibles In our SHOP segment, the fair values of in-place resident leases assumed by us in connection with the acquisition of real estate properties are recognized as intangible assets and included in real estate properties, net on our condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the net carrying amounts of our in-place lease intangibles were $6.8 million and $1.7 million, respectively. During the three and six months ended June 30, 2026, we recognized amortization expense of $2.5 million and $4.0 million, respectively, related to these assets. We had no amortization expense related to in-place lease intangibles during each of the three and six months ended June 30, 2025. Note 4. Mortgage and Other Notes Receivable In our Real Estate Investments segment, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which provide funding for the acquisition or construction of new healthcare properties, renovation and expansion projects at existing healthcare properties and working capital or other corporate needs. Our financing arrangements include mortgages, construction loans, mezzanine loans and revolving lines of credit. These investments are primarily secured loans at fixed interest rates that have been guaranteed either by significant parties to the notes or cross-collateralization of properties with the same owner. As of June 30, 2026, the aggregate principal amount of mortgage notes outstanding was $170.7 million, and the aggregate principal amount of all other notes outstanding was $53.8 million. As of December 31, 2025, the aggregate principal amount of mortgage notes outstanding was $154.3 million, and the aggregate principal amount of all other notes outstanding was $64.4 million. We had credit loss reserves of $15.3 million and $15.4 million as of June 30, 2026 and December 31, 2025, respectively, related to our mortgage and other notes receivable. Bickford Loans We have a fully funded construction loan with Bickford which is secured by a first mortgage lien on substantially all of the related real and personal property and a pledge of all leases or other agreements granting a right of use to the property. Pursuant to the loan agreement, Bickford is required to pay the related property taxes and insurance. The loan agreement contains a fair market value purchase option on the property that is available to us upon the stabilization of the underlying operations. As of June 30, 2026, the principal amount outstanding on the construction loan was $14.7 million and the annual interest rate was 9.0%. In April 2026, we extended the maturity of this loan to July 2029. We received an $11.5 million second mortgage note from Bickford as a portion of the net proceeds received from the sale of six of our properties to Bickford in 2021. We did not include the mortgage note in our determination of the gain recognized on the sale of the properties at the time of the sale and it has not been recognized on our condensed consolidated balance sheets. The mortgage note bears a 10.0% annual interest rate. In April 2026, we extended the maturity of this loan to April 2029. Reference the “Non-Performing Notes” section below for information on a mezzanine loan with Bickford. 20 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Senior Living Loans As of June 30, 2026, we have a $15.0 million revolving line of credit with Senior Living Communities, LLC (“Senior Living”) that matures in December 2031 which has an annual interest rate of 8.0%. We also have a $1.5 million revolving line of credit with an affiliate of Senior Living that matures in October 2040 which has an annual interest rate of 8.25%. As of June 30, 2026, these revolving lines of credit had no outstanding balances. Non-Performing Notes As of both June 30, 2026 and December 31, 2025, we had two loans designated as non-performing notes which were fully reserved on our condensed consolidated balance sheets. These loans consisted of an unsecured mezzanine loan due from affiliates of Senior Living Management with a principal balance of $12.0 million as of both June 30, 2026 and December 31, 2025 and an unsecured mezzanine loan due from Bickford with a principal balance of $1.2 million as of June 30, 2026 and $1.3 million as of December 31, 2025. Credit Loss Reserves Our principal measures of credit quality related to our mortgage and other notes receivable, except for construction loans, are debt service coverage for amortizing loans and interest service or fixed charge coverage for non-amortizing loans (collectively, “Coverage”). A Coverage ratio provides a measure of the borrower’s ability to make scheduled principal and interest payments. The Coverage ratios presented in the table below have been calculated utilizing the most recent date for which data is available, March 31, 2026, using EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) and the requisite debt service, interest service or fixed charges, as defined in the applicable loan agreement. We categorize Coverage into three levels: (i) more than 1.5x, (ii) between 1.0x and 1.5x and (iii) below 1.0x. We update our calculations of Coverage on a quarterly basis. Coverage is not a meaningful credit quality indicator for construction loans as these developments are typically not generating any operating income or they have insufficient operating income because occupancy levels necessary to stabilize the properties have not yet been achieved. We measure the credit quality of construction loans by taking into consideration, among other things, the construction and stabilization timelines of the properties and the financial condition of the borrower, as well as current economic and market conditions. We consider the accounting guidance in ASC 310-20, Receivables — Nonrefundable Fees and Other Costs, when determining whether a modification, extension or renewal of a loan constitutes a current period origination. 21 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) The following table summarizes the credit quality indicators related to the principal amounts outstanding on our mortgage and other notes receivable as of June 30, 2026 ($ in thousands): Year of Loan Origination Prior 2026 2025 2024 2023 2022 Years Total Mortgage notes: More than 1.5x $ 7,300 $ 16,260 $ 27,424 $ 724 $ 14,763 $ — $ 66,471 Between 1.0x and 1.5x — 11,150 24,716 — — 14,700 50,566 Less than 1.0x — 18,750 — — 28,499 6,423 53,672 Total mortgage notes 7,300 46,160 52,140 724 43,262 21,123 170,709 Mezzanine loans: More than 1.5x — — — — — 18,110 18,110 Between 1.0x and 1.5x — 1,270 — — — 6,629 7,899 Less than 1.0x — — — — — 9,795 9,795 Total mezzanine loans — 1,270 — — — 34,534 35,804 Non-performing notes: Between 1.0x and 1.5x — — 1,199 — — — 1,199 No coverage available — — — — — 12,000 12,000 Total non-performing notes — — 1,199 — — 12,000 13,199 Revolving lines of credit: More than 1.5x 4,475 Between 1.0x and 1.5x 350 Total revolving lines of credit 4,825 Credit loss reserves (15,264) Total mortgage and other notes receivable, net $ 209,273 Due to the continuing challenges in the U.S. financial markets and the potential impact on the collectability of our mortgage and other notes receivable, we forecasted a 20.0% increase in the probability of a default and a 20.0% increase in the amount of estimated loss from a default on all loans, other than those designated as non-performing notes which are fully reserved, resulting in an effective adjustment of 4.3% as of June 30, 2026. Our methodology for estimating credit loss reserves related to non-performing notes includes consideration of the sufficiency of the underlying collateral, current economic conditions, forecasts of future economic conditions and other qualitative factors, all of which may differ from conditions existing in the historical periods. The following table provides a summary of the change in our credit loss reserves for the six months ended June 30, 2026 ($ in thousands): Balance at the beginning of the period $ 15,397 Credit loss benefit (133) Balance at the end of the period $ 15,264 22 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Note 5. Leases Leases - Lessor 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. Most of our tenant leases contain annual rent escalators, which may be fixed or variable. Lease payments that are subject to a variable rent escalator are typically determined annually and calculated using a variable index, such as the consumer price index, or an index that is dependent on a future date and indeterminable at the inception of the lease. The following table provides disaggregated information related to our rental income ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Lease payments based on fixed rent escalators $ 64,272 $ 64,286 $ 128,519 $ 125,976 Lease payments based on variable rent escalators 4,619 2,761 10,720 6,365 Straight-line rent revenue adjustments 597 1,034 1,320 2,444 Escrow funds received from tenants for property operating expenses 2,742 2,914 5,546 5,801 Amortization of lease incentives (840) (725) (1,565) (1,450) Total rental income $ 71,390 $ 70,270 $ 144,540 $ 139,136 NHC Lease Termination As of June 30, 2026, we leased 35 properties to NHC pursuant to a triple-net master lease maturing in December 2026. As previously discussed, these properties were classified as assets held for sale on our condensed consolidated balance sheet as of June 30, 2026 and subsequently sold to an affiliate of NHC on July 1, 2026. Contemporaneously with the closing of the sale of the NHC leased portfolio, we executed a partial master lease termination and partial assignment and assumption of the master lease agreement terminating our master lease agreement with NHC with respect to all properties, except four subleased properties located in Florida. We assigned to the NHC Purchaser, and the NHC Purchaser assumed from us, the master lease for the subleased properties. In July 2026, we recognized a reversal of deferred income of $0.5 million related to the lease termination as part of the gain on the sale of these properties. Reference the “NHC Leased Portfolio Disposition” section in Note 3 for information on the sale of the NHC properties. The chairperson of NHC’s board of directors was also a member of our board of directors until May 2026 when his term expired. 23 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Tenant Concentrations The following table provides information on our tenant concentrations exceeding 10% of our total revenues in the six months ended June 30, 2026 ($ in thousands): June 30, 2026 Six Months Ended June 30, Real Mortgage 2026 2025 Estate and Other % of % of Properties1 Notes2 Revenues3 Total Revenues3 Total Senior Living $ 633,053 $ — $ 28,469 12.0 % $ 27,447 15.3 % Bickford4 426,275 15,899 N/A N/A 21,318 11.8 % Escrow funds received from tenants for property operating expenses — — 5,546 2.3 % 5,801 3.2 % Other 1,365,732 208,638 120,595 51.1 % 97,236 54.1 % Total tenant concentrations $ 2,425,060 $ 224,537 154,610 65.4 % 151,802 84.4 % Resident fees and services5 81,839 34.6 % 28,156 15.6 % Total revenues $ 236,449 100.0 % $ 179,958 100.0 % 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. 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. 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. 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. 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. During the six months ended June 30, 2026 and 2025, rental income from the NHC leased portfolio was $22.1 million, or 9.3% of total revenues, and $20.6 million, or 11.4% of total revenues, respectively, which included contingent rental income of $5.7 million and $4.2 million, respectively. A final settlement of contingent rental income for the period from January 1, 2026 through July 1, 2026 will be recognized in the third quarter of 2026. As of June 30, 2026 and December 31, 2025, our real estate properties located in South Carolina were 12.2% and 12.0%, respectively, of the gross carrying amounts of our total real estate properties on our condensed consolidated balance sheets. 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 and December 31, 2025. Senior Living Leases 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 of $(0.8) million and $(0.4) million, respectively, related to these leases. 24 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Bickford Leases 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. Additionally, we have an agreement with Bickford to fund up to $8.0 million of capital improvements on various properties in the Bickford portfolio. Pursuant to the terms of this agreement, rental income increases at an annual lease rate of 8.0% applied to the amount expended. In connection with the master lease amendments discussed above, we also extended the available funding period of this agreement through June 2027. As of June 30, 2026, we had $6.1 million funded under this agreement. Cash Basis Tenants During each of the three and six months ended June 30, 2026 and 2025, we had two tenants on the cash basis of accounting for revenue recognition. A summary of lease payments received from cash basis tenants follows ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Bickford $ 10,924 $ 9,993 $ 21,129 $ 19,977 Other 1,518 1,482 3,033 2,962 Total lease payments from cash basis tenants $ 12,442 $ 11,475 $ 24,162 $ 22,939 Tenant Purchase Options Certain of our tenant leases at inception 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 $4.7 million. As of June 30, 2026, we cannot reasonably estimate the probability that any of these tenant purchase options will be exercised in the future. Future Minimum Tenant Lease Payments The fixed amounts of future minimum lease payments due to us under our existing tenant leases as of June 30, 2026 were as follows ($ in thousands): Remainder of 2026 $ 114,460 2027 220,075 2028 222,320 2029 207,226 2030 206,915 Thereafter 848,598 Total $ 1,819,594 25 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Note 6. Equity Method Investment Concurrently with the acquisition of a continuing care retirement community (“CCRC”) in January 2020 from LCS-Westminster Partnership III, LLP (“Timber Ridge CCRC”), we invested $0.9 million in the operating company, Timber Ridge OpCo, LLC (“Timber Ridge OpCo”), which represented a 25.0% equity interest. This investment is held by our TRS to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). As part of our initial investment, we provided Timber Ridge OpCo with a revolving credit facility that has a maximum borrowing capacity of $5.0 million. As of June 30, 2026, no amounts have been drawn on this revolving credit facility. We account for our investment in Timber Ridge OpCo under the equity method of accounting and decrease the carrying value of our investment for operating losses of the entity and distributions made to us for cumulative amounts up to and including our basis plus any guaranteed or implied commitments to fund operations. Our guaranteed and implied commitments are currently limited to the $5.0 million revolving credit facility and a $2.5 million lease incentive distribution received in February 2023. As of both June 30, 2026 and December 31, 2025, we have recognized our share of Timber Ridge OpCo’s operating losses in excess of our initial investment. These cumulative losses of $5.0 million in excess of our original basis and the $2.5 million lease incentive distribution received are included in accounts payable and other liabilities on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026 and 2025, excess unrecognized equity method losses for this investment were $1.0 million and $1.2 million, respectively. As of June 30, 2026, our cumulative unrecognized losses for this investment were $19.0 million. We did not recognize any gains from equity method investment during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, we recognized gains from equity method investment of $1.5 million and $1.9 million, respectively, related to cash distributions received from this investment. The Timber Ridge OpCo property is subject to early resident mortgages secured by a Deed of Trust and Indenture of Trust (the “Deed and Indenture”). As part of our acquisition, NHI-LCS JV I, LLC (“Timber Ridge PropCo”) acquired the Timber Ridge CCRC property and a subordination agreement was entered into pursuant to which the trustee acknowledged and confirmed that the security interests created under the Deed and Indenture were subordinate to any security interests granted in connection with the $81.0 million loan made by us to Timber Ridge PropCo, which is eliminated in our condensed consolidated financial statements. In addition, under the terms of the resident loan assumption agreements, during the term of the seven-year lease to Timber Ridge OpCo, which includes two five-year extension options, Timber Ridge OpCo is required to indemnify Timber Ridge PropCo for any repayment by Timber Ridge PropCo of these early resident mortgage liabilities under the guarantee. As a result of the subordination agreement and the resident loan assumption agreements, we have not recorded any liabilities as of June 30, 2026 and December 31, 2025. As of June 30, 2026, the balance secured by the Deed and Indenture was $7.6 million. Note 7. Other Assets, Net Other assets, net, consisted of the following ($ in thousands): June 30, December 31, 2026 2025 Real Estate Investments segment accounts receivable and other assets, net $ 4,516 $ 3,435 SHOP segment accounts receivable, net of allowances of $192 and $309, respectively, and other assets, net 4,186 3,137 ROU assets related to operating leases, net 4,540 1,486 Lease incentives, net 12,647 4,976 Regulatory escrows 6,208 6,208 Restricted cash 20,046 — Total other assets, net $ 52,143 $ 19,242 In April 2026, we recorded a lease incentive of $9.2 million when the contingency associated with the acquisition of a real estate portfolio in 2024 was probable of being met. This lease incentive is being amortized on a straight-line basis over the remaining master lease term of 13 years. 26 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) As of June 30, 2026, our restricted cash consisted of a deposit maintained in an escrow account pursuant to the terms of the purchase and sale agreement with the NHC Purchaser. Upon the completion of the NHC leased portfolio sale, these funds were redeposited to our corporate bank account in July 2026. Leases - Lessee Our operating leases primarily consist of two ground leases. The ground leases were assumed by us in connection with our acquisitions of the respective real estate properties. As of June 30, 2026, we reclassified our ROU assets related to operating leases from real estate properties, net, to other assets, net, and reclassified our operating lease liabilities from accounts payable and other liabilities to operating lease liabilities on our condensed consolidated balance sheet. We have presented the amounts as of December 31, 2025 on a comparative basis. As of June 30, 2026 and December 31, 2025, ROU assets related to operating leases were $4.5 million and $1.5 million, respectively, and our operating lease liabilities were $3.7 million and $1.7 million, respectively. The contractual amounts of future minimum lease payments due from us under operating leases as of June 30, 2026 were as follows ($ in thousands): Remainder of 2026 $ 146 2027 294 2028 303 2029 262 2030 249 Thereafter 7,082 Total future minimum contractual lease payments 8,336 Imputed interest (4,592) Total operating lease liabilities $ 3,744 As of June 30, 2026 and December 31, 2025, the weighted average discount rates related to our operating leases were 6.0% and 4.7%, respectively, and the weighted average remaining contractual terms of these leases were 32.9 years and 23.3 years, respectively. Note 8. Debt Our debt consisted of the following ($ in thousands): June 30, December 31, 2026 2025 Revolving credit facility - unsecured $ 438,000 $ 204,000 Bank term loan - unsecured — 125,000 2031 Senior Notes - unsecured, net of discount of $1,474 and $1,635, respectively 398,526 398,365 2033 Senior Notes - unsecured, net of discount of $3,447 and $3,707, respectively 346,553 346,293 Private placement note - unsecured 100,000 100,000 Unamortized debt issuance costs (8,557) (9,844) Total debt, net $ 1,274,522 $ 1,163,814 27 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Debt Maturities A summary of the aggregate principal maturities of our debt as of June 30, 2026 follows ($ in thousands): Remainder of 2026 $ — 2027 100,000 2028 438,000 2029 — 2030 — Thereafter 750,000 Total principal amounts of debt outstanding 1,288,000 Less: Unamortized debt issuance costs and discounts (13,478) Total debt, net $ 1,274,522 Revolving Credit Facility and Bank Term Loan We have a $700.0 million unsecured revolving credit facility (the “Credit Facility”) which matures in October 2028 and may be extended by us pursuant to (i) one or both of the six-month extension options or (ii) one 12-month extension option. We most recently amended the Credit Facility in October 2025 to remove the 0.10% credit spread adjustment applicable to the Secured Overnight Financing Rate (“SOFR”) interest rates. Borrowings under the Credit Facility bear interest, at our election, at one of the following: (a) Term SOFR plus a margin ranging from 0.725% to 1.400%; (b) Daily SOFR plus a margin ranging from 0.725% to 1.400%; or (c) the base rate plus a margin ranging from 0.000% to 0.400%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (x) the agent’s prime rate, (y) the federal funds rate on such day plus 0.50% or (z) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. In addition, the Credit Facility requires a facility fee ranging from 0.125% to 0.300% which is determined based on our credit ratings on the $700.0 million committed capacity, without regard to usage. As of June 30, 2026, we had $262.0 million available to draw on our Credit Facility. The Credit Facility is subject to usual and customary covenants which include, among other stipulations, a requirement that we maintain certain financial ratios within limits set by our creditors. As of June 30, 2026, we were in compliance with these covenants. In June 2026, we repaid the remaining $125.0 million outstanding on our unsecured bank term loan (the “Bank Term Loan”) upon maturity. The Bank Term Loan bore interest at a variable interest rate based on SOFR plus a margin determined based on our credit ratings. Pinnacle Bank is a participating member of our banking group. The chairman of our board of directors is also the chief banking officer and vice chairman of the board of directors of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. Our corporate banking transactions are conducted primarily through Pinnacle Bank. 2031 Senior Notes In January 2021, we issued $400.0 million in aggregate principal amount of 3.00% unsecured senior notes that mature in February 2031 (the “2031 Senior Notes”). The 2031 Senior Notes were sold at an issue price of 99.196% of face value, before the underwriters’ discount. Interest on the 2031 Senior Notes is due semi-annually. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of June 30, 2026, we were in compliance with these covenants. 28 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) 2033 Senior Notes In September 2025, we issued $350.0 million in aggregate principal amount of 5.35% unsecured senior notes that mature in February 2033 (the “2033 Senior Notes”). The 2033 Senior Notes were sold at an issue price of 98.903% of face value, before the underwriters’ discount. Interest on the 2033 Senior Notes began accruing in February 2026 and is due semi-annually. The 2033 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of June 30, 2026, we were in compliance with these covenants. Private Placement Note Our private placement note has a fixed interest rate and requires interest only payments up to the maturity date. Covenants of the private placement note are generally conformed with those governing our Credit Facility, except for specific debt coverage ratios that are more restrictive. Our private placement note includes a provision that increases the fixed interest rate if any rating agency lowers the credit rating on our unsecured senior debt below investment grade and if our compliance leverage increases to 50% or more. As of June 30, 2026, the principal amount outstanding on our private placement note was $100.0 million. The note bears interest at 4.51% and matures in January 2027. Interest Expense A summary of the components of interest expense follows ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Interest expense at contractual rates $ 14,960 $ 14,062 $ 29,146 $ 27,421 Amortization of debt issuance costs and discounts 854 939 1,708 1,917 Total interest expense $ 15,814 $ 15,001 $ 30,854 $ 29,338 Note 9. Commitments, Contingencies and Uncertainties In the normal course of business, we enter into a variety of commitments, typically consisting of funding revolving credit arrangements, construction loans and mezzanine loans with our tenants, or their affiliates, and other third parties. In our leasing operations, we may offer our tenants and the sellers of properties we acquire certain inducements that originate contractually as contingencies, but which may become commitments upon the satisfaction of the contingent event. Any contingent payments made by us are included in the respective lease base when funded. As of June 30, 2026, we had loan commitments with seven borrowers totaling $113.1 million of which we had funded $78.2 million toward these commitments. We also had development commitments with eight borrowers totaling $23.9 million of which we had funded $13.7 million toward these commitments. Additionally, we had contingency commitments totaling $6.4 million, which included lease inducement contingencies with three tenants and contingent consideration related to the acquisition of a property in our SHOP segment. The amounts that we will receive if the contingencies are met under these commitments are based on the operating performance of the respective healthcare properties over a specified period. We provide for expected credit loss liabilities on our unfunded loan commitments based on the estimated amounts we expect to fund using the same methodology as the one applied to provide for credit loss reserves on our mortgage and other notes receivable. The liabilities for expected credit losses on our unfunded loan commitments are included in accounts payable and other liabilities on our condensed consolidated balance sheets. Reference the “Credit Loss Reserves” section in Note 4 for additional information. 29 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) The following table provides a summary of the change in our expected credit loss liabilities for the six months ended June 30, 2026 ($ in thousands): Balance at the beginning of the period $ 152 Provision for expected credit losses 24 Balance at the end of the period $ 176 Litigation From time to time, we are a party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. Such claims may include, among other things, professional and general liability claims, as well as regulatory proceedings related to our SHOP segment. Further, from time to time, we are a party to certain legal proceedings for which third parties, such as our tenants, borrowers and managers, are contractually obligated to indemnify us from and against various claims, litigation and liabilities arising in connection with their respective businesses. Management believes that the ultimate resolution of all such pending proceedings will not have a material adverse effect on our financial condition, results of operations or cash flows. Note 10. Noncontrolling Interests Redeemable Noncontrolling Interest As of June 30, 2026, we had a portfolio of six ILFs that are held in a consolidated partnership with Merrill Gardens, LLC (“Merrill”), which owns a 20.0% common equity interest in the partnership. We own 100% of the preferred equity interest and 80.0% of the common equity interest in the partnership. The operating agreement for the partnership provides for contingent distributions to the members based on the attainment of certain yields on the investment calculated on an annual basis. The Merrill partnership is included in our SHOP segment. The operating agreement includes a provision entitling Merrill to put rights upon certain contingent events, as specified in the agreement and which are not solely within our control as the majority equity interest owner. We determined that Merrill’s noncontrolling interest is contingently redeemable. As a result, we are required to remeasure the carrying value of the noncontrolling interest to its redemption value in the period it becomes known that a triggering event for redemption is probable to occur. As of June 30, 2026 and December 31, 2025, we concluded the redemption criteria were not met and classified the noncontrolling interest in the mezzanine section between liabilities and equity on our condensed consolidated balance sheets. The following table provides a summary of the activity related to the redeemable noncontrolling interest for the six months ended June 30, 2026 ($ in thousands): Balance at the beginning of the period $ 10,195 Net loss (474) Capital contributions 700 Distributions declared (54) Balance at the end of the period $ 10,367 Noncontrolling Interests Classified as Equity In our Real Estate Investments segment, we own an 80.0% common equity interest in a partnership which owns and leases a CCRC located in Washington. LCS Timber Ridge LLC (“LCS”) owns the remaining 20.0% of the common equity interest in the partnership. Reference Note 6 for additional information on this investment. Prior to August 1, 2025, we owned a 98.0% common equity interest in a partnership which owned and leased a portfolio of six SHOs. Discovery Senior Housing Investor, XXIV, LLC owned the remaining 2.0% of the common equity interest in the partnership. This partnership was included in our Real Estate Investments segment prior to its dissolution on August 1, 2025. 30 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) In our SHOP segment, we own 100.0% of the preferred equity interest and 98.0% of the common equity interest in a partnership, which owns a portfolio of 10 ILFs. A related party of Discovery Senior Living owns the remaining 2.0% of the common equity interest in the partnership. The operating agreement of the partnership provides for contingent distributions to the members based on the attainment of certain yields on the investment calculated on an annual basis. Note 11. Equity and Dividends Shelf Registration Statement In March 2026, we renewed our automatic shelf registration statement on file with the SEC. ATM Equity Program We maintain an ATM equity program which allows us to sell our common stock directly into the market. This program is governed by an ATM equity sales agreement which includes a forward sales provision that allows us to sell shares of our common stock to forward purchasers at a predetermined price at a future date. Concurrently with the renewal of our shelf registration statement, we entered into a new equity distribution agreement whereby we can sell up to $500.0 million in common stock under our ATM equity program. During the six months ended June 30, 2026, we settled the remaining $44.9 million of ATM forward equity sales agreements that were outstanding under our previous ATM equity program. As of June 30, 2026, we had $500.0 million available under our ATM equity program. Dividends On August 7, 2026, our board of directors declared a $0.94 per share dividend payable on November 6, 2026 to common stockholders of record as of September 30, 2026. Note 12. Share-Based Compensation Our outstanding stock incentive awards have been granted under the 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”). As of June 30, 2026, we had 2.9 million shares of common stock available for future grants under the 2019 Plan. Share-Based Compensation Expense A summary of our share-based compensation expense, net of forfeitures, by award type follows ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 RSAs and RSUs $ 1,581 $ 351 $ 2,159 $ 575 Stock options 779 720 2,441 3,054 Total share-based compensation expense $ 2,360 $ 1,071 $ 4,600 $ 3,629 As of June 30, 2026, we had unrecognized share-based compensation expense of $9.6 million that is expected to be recognized over the following years: $3.5 million in the remainder of 2026; $3.9 million in 2027; $2.0 million in 2028; $0.2 million in 2029; and less than $0.1 million in 2030. 31 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Restricted Stock Our RSAs are service-based awards that ratably vest on the anniversary of the respective grant dates over periods ranging from one year to five years. The holders of RSAs have a non-forfeitable right to participate in our distributions of dividends or dividend equivalents during the vesting periods. RSAs are subject to a one-year holding period upon vesting. A summary of the activity related to our RSAs for the six months ended June 30, 2026 follows: Weighted Average Grant Date Number of Fair Value Awards Per Share Unvested RSAs at the beginning of the period 54,100 $ 64.29 Granted 43,045 85.29 Vested (13,100) 66.31 Unvested RSAs at the end of the period 84,045 77.20 Our RSUs are market-based awards, which we grant to our executive officers, that vest in their entirety at the end of a three-year period, subject to the achievement of certain performance levels measuring our total stockholder return compared to certain pre-defined peer and industry groups. The number of shares of common stock issued can range up to 200.0% of the RSUs that vest. RSUs are subject to a one-year holding period upon vesting. The following assumptions were used to estimate the fair value of our RSUs granted during the six months ended June 30, 2026: Risk-free interest rate 3.60 % Expected volatility 21.3 % Expected service period 2.8 years A summary of the activity related to our RSUs for the six months ended June 30, 2026 follows: Weighted Average Grant Date Number of Fair Value Units Per Share Unvested RSUs at the beginning of the period — $ — Granted 33,133 106.54 Unvested RSUs at the end of the period 33,133 106.54 32 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Stock Options The following assumptions were used to estimate the fair value of our stock options granted during the six months ended June 30, 2026: Risk-free interest rate 3.59% Expected volatility 21.7% Dividend yield 4.6% Expected lives 3.0 years A summary of the activity related to our stock options for the six months ended June 30, 2026 follows: Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Options Per Share Life Outstanding stock options at the beginning of the period 1,124,499 $ 66.39 Granted 378,500 84.77 Exercised (762,819) 63.50 Outstanding stock options at the end of the period 740,180 78.78 4.2 years Exercisable stock options at the end of the period 330,489 76.74 4.0 years During the six months ended June 30, 2026, the weighted average fair value of options granted was $10.09 per share and the aggregate intrinsic value of stock options exercised was $15.6 million. As of June 30, 2026, the aggregate intrinsic values of stock options outstanding and exercisable were $1.6 million and $1.0 million, respectively. 33 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Note 13. Earnings Per Share The following table presents the calculations of basic and diluted earnings per share ($ in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net income attributable to common stockholders $ 55,576 $ 36,938 $ 95,600 $ 71,051 Weighted average common shares outstanding - basic 48,435,914 46,691,953 48,379,930 46,206,225 Dilutive securities:1 Stock options2 12,316 126,667 65,460 123,747 Forward equity sales agreements 49,951 3,845 77,648 20,526 Weighted average common shares outstanding - diluted 48,498,181 46,822,465 48,523,038 46,350,498 Earnings per share: Basic $ 1.15 $ 0.79 $ 1.98 $ 1.54 Diluted $ 1.15 $ 0.79 $ 1.97 $ 1.53 1 During the three and six months ended June 30, 2026, we had 33,133 RSUs and 31,609 RSUs, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive. There were no RSUs outstanding during the three and six months ended June 30, 2025. 2 During the three and six months ended June 30, 2026, we had 396,285 stock options and 251,067 stock options, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive. During the three and six months ended June 30, 2025, we had 39,546 stock options and 72,123 stock options, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive. Note 14. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, straight-line rents receivable, accounts receivable, accounts payable, other liabilities, operating lease liabilities, dividends payable and deferred income approximate their fair values on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. The following table includes the carrying amounts and fair values of certain of our financial instruments ($ in thousands): Net Carrying Amounts Fair Values June 30, December 31, June 30, December 31, 2026 2025 2026 2025 Level 2: Fixed rate debt $ 839,677 $ 838,764 $ 787,802 $ 794,233 Variable rate debt 434,845 325,050 438,000 329,000 Level 3: Mortgage and other notes receivable 209,273 203,296 205,403 201,490 We classify our fixed rate debt as a Level 2 measurement in the GAAP hierarchy. We determine the fair values of these debt instruments based on quoted prices for similar instruments or calculations utilizing model derived valuations in which significant inputs are observable in active markets. 34 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) We classify variable rate debt as a Level 2 measurement in the GAAP hierarchy. We estimate the fair values of our borrowings under our Credit Facility and Bank Term Loan at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions. We classify mortgage and other notes receivable as Level 3 measurements in the GAAP hierarchy. We estimate the fair values of these financial instruments using projected payoff valuations based on the expected future cash flows and credit risk of the borrower. If the repayment of a loan is expected to be provided solely from the collateral, we estimate the projected payoff of the loan based on the estimated fair value of the collateral, net of selling costs. Our real estate properties and intangible assets are remeasured at fair value on a non-recurring basis. We classify these assets as Level 3 measurements in the GAAP hierarchy. When indicators of potential impairment exists, we estimate the fair value of the identified asset or group of assets using the income approach and unobservable data, such as expected future cash flows, estimated capitalization and discount rates. We also consider national, regional and local industry market data, including comparable sales information, and may engage an external third-party appraiser to assist us in our estimations of fair value. We estimate the fair values of assets classified as held for sale based on our current sales price expectation, net of selling costs. We did not remeasure the fair values of our real estate properties and intangible assets as of June 30, 2026 and December 31, 2025, except for the properties reclassified to assets held for sale, net. Note 15. Income Taxes During each of the three and six months ended June 30, 2026, we recognized deferred income tax expense of $0.7 million in our condensed consolidated statements of income which was primarily attributable to the changes in the operations and investments within our TRS. We did not have any current income tax expense in these periods. During each of the three and six months ended June 30, 2025, we did not recognize any income tax expense in our condensed consolidated statements of income. As of June 30, 2026 and December 31, 2025, we had deferred tax assets, net of valuation allowances, of $6.0 million and $4.4 million, respectively, primarily related to federal and state net operating loss carryforwards of our TRS. As of June 30, 2026 and December 31, 2025, we had deferred tax liabilities of $6.7 million and $4.4 million, respectively, primarily related to the income tax losses associated with our investment in Timber Ridge OpCo that exceeded those recognized under GAAP and differences in the financial reporting basis and income tax basis of our real estate properties in the TRS. Our income tax returns are generally subject to examination by the Internal Revenue Service or state and local taxing authorities for the year ended December 31, 2022 and subsequent years. The statutes of limitations for state and local examinations may vary across the states in which we operate. Note 16. Segment Reporting Our business consists of two operating segments, Real Estate Investments and SHOP, which are also our reportable segments. In the Real Estate Investments segment, we invest in SHOs and medical facilities and lease these properties to third-party healthcare operators. We do not have involvement in the operations at these properties. In addition to our real estate property investments, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which are primarily used to fund their acquisitions, construction projects and other operating needs. In the SHOP segment, we invest in SHOs and outsource the operations of these properties to third-party managers. We pay a management fee for the services provided by the managers pursuant to the terms of individual management agreements. Each of the units at these properties is subject to a customized agreement between us and the resident which outlines the fees charged for the unit and services agreed to by the resident. Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”). Our CODM reviews financial and other performance information quarterly based upon segment net operating income (“NOI”). We define NOI as total revenues, less tenant reimbursements of property operating expenses and senior housing operating expenses. Our CODM evaluates and uses NOI in making decisions about resource allocations to the segments and in assessing the property-level performance of our investment portfolios. The CODM evaluates revenues and operating expenses on a comparative basis for each segment, both sequentially and year-over-year, and also evaluates budget-to-actual variances of our segments on a quarterly basis. For our SHOP segment, the CODM reviews additional key performance indicators based on the revenues and operating expenses per occupied or available resident unit and based on revenues and functional expenses by resident. 35 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) We do not allocate non-property expenses to our operating segments in determining NOI. Our non-segment / corporate assets primarily include cash and cash equivalents and our corporate office buildings. On August 1, 2025, we entered into a series of concurrent transactions that included the transition of seven properties from the Real Estate Investments segment to the SHOP segment. The operating results of these properties have been reflected in the SHOP segment in the current year periods and in the Real Estate Investments segment in the prior year periods. There were no real estate property transitions between our segments in the three and six months ended June 30, 2026 and 2025. We do not have any other inter-segment transactions. The following tables provide information on our operating segments ($ in thousands): Three Months Ended June 30, 2026 Real Estate Non-Segment / Investments SHOP Corporate Total Revenues: Rental income $ 71,390 $ — $ — $ 71,390 Resident fees and services — 44,779 — 44,779 Interest and other income 5,150 — — 5,150 Total revenues 76,540 44,779 — 121,319 Utilities — 2,277 — 2,277 Dietary — 2,667 — 2,667 Labor — 18,297 — 18,297 Taxes and insurance 2,742 3,100 — 5,842 Management fees — 2,172 — 2,172 Other senior housing operating expenses1 — 5,244 — 5,244 NOI 73,798 11,022 — 84,820 Depreciation and amortization 16,337 9,192 19 25,548 Interest expense — — 15,814 15,814 Legal expense — — 445 445 Franchise, excise and other taxes — — 213 213 General and administrative expenses — — 8,823 8,823 Loan and realty gains, net (59) — — (59) Gains on dispositions of real estate properties (21,967) — — (21,967) Other non-operating income — — (86) (86) Income tax expense — — 732 732 Net income (loss) $ 79,487 $ 1,830 $ (25,960) $ 55,357 1 Amount includes general and administrative costs and marketing expenses. 36 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Three Months Ended June 30, 2025 Real Estate Non-Segment / Investments SHOP Corporate Total Revenues: Rental income $ 70,270 $ — $ — $ 70,270 Resident fees and services — 14,217 — 14,217 Interest and other income 6,175 — — 6,175 Total revenues 76,445 14,217 — 90,662 Utilities — 940 — 940 Dietary — 1,104 — 1,104 Labor — 4,324 — 4,324 Taxes and insurance 2,914 1,413 — 4,327 Management fees — 710 — 710 Other senior housing operating expenses1 — 1,905 — 1,905 NOI 73,531 3,821 — 77,352 Depreciation and amortization 17,095 2,811 12 19,918 Interest expense 180 — 14,821 15,001 Legal expense — — 1,095 1,095 Franchise, excise and other taxes — — 243 243 General and administrative expenses — — 6,125 6,125 Proxy contest and related expenses — — 1,308 1,308 Loan and realty gains, net (1,393) — — (1,393) Gains on dispositions of real estate properties (110) — — (110) Gains from equity method investment (1,524) — — (1,524) Net income (loss) $ 59,283 $ 1,010 $ (23,604) $ 36,689 1 Amount includes general and administrative costs and marketing expenses. 37 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Six Months Ended June 30, 2026 Real Estate Non-Segment / Investments SHOP Corporate Total Revenues: Rental income $ 144,540 $ — $ — $ 144,540 Resident fees and services — 81,839 — 81,839 Interest and other income 10,070 — — 10,070 Total revenues 154,610 81,839 — 236,449 Utilities — 4,749 — 4,749 Dietary — 4,900 — 4,900 Labor — 32,996 — 32,996 Taxes and insurance 5,546 5,996 — 11,542 Management fees — 4,118 — 4,118 Other senior housing operating expenses1 — 9,167 — 9,167 NOI 149,064 19,913 — 168,977 Depreciation and amortization 32,899 16,306 34 49,239 Interest expense — — 30,854 30,854 Legal expense — — 750 750 Franchise, excise and other taxes — — 428 428 General and administrative expenses — — 16,674 16,674 Loan and realty gains, net (109) — — (109) Gains on dispositions of real estate properties (24,579) — — (24,579) Other non-operating income — — (121) (121) Income tax expense — — 732 732 Net income (loss) $ 140,853 $ 3,607 $ (49,351) $ 95,109 Capital expenditures $ 19,453 $ 221,504 $ 390 $ 241,347 1 Amount includes general and administrative costs and marketing expenses. 38 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Six Months Ended June 30, 2025 Real Estate Non-Segment / Investments SHOP Corporate Total Revenues: Rental income $ 139,136 $ — $ — $ 139,136 Resident fees and services — 28,156 — 28,156 Interest and other income 12,666 — — 12,666 Total revenues 151,802 28,156 — 179,958 Utilities — 2,037 — 2,037 Dietary — 2,149 — 2,149 Labor — 8,623 — 8,623 Taxes and insurance 5,801 2,951 — 8,752 Management fees — 1,401 — 1,401 Other senior housing operating expenses1 — 4,088 — 4,088 NOI 146,001 6,907 — 152,908 Depreciation and amortization 33,483 5,569 23 39,075 Interest expense 929 — 28,409 29,338 Legal expense — — 2,521 2,521 Franchise, excise and other taxes — — 512 512 General and administrative expenses — — 12,954 12,954 Proxy contest and related expenses — — 1,572 1,572 Loan and realty gains, net (1,407) — — (1,407) Gains on dispositions of real estate properties (224) — — (224) Gains from equity method investment (1,939) — — (1,939) Net income (loss) $ 115,159 $ 1,338 $ (45,991) $ 70,506 Capital expenditures $ 141,833 $ 2,462 $ — $ 144,295 1 Amount includes general and administrative costs and marketing expenses. 39 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) The following table provides a summary of our total assets by segment ($ in thousands): June 30, December 31, 2026 2025 Real Estate Investments segment $ 2,207,329 $ 2,282,128 SHOP segment 719,135 503,201 Non-segment / corporate 37,738 11,558 Total assets $ 2,964,202 $ 2,796,887 Note 17. Variable Interest Entities Consolidated VIEs We are the controlling equity partner in certain entities that we have deemed to be VIEs. For each of these partnerships, we determined whether either the members as a group lack the characteristics of a controlling financial interest or the total equity at risk in the individual partnership is insufficient to finance the activities of the partnership without additional subordinated financial support. We are deemed the primary beneficiary of these VIEs because we have the ability to direct the activities that most significantly impact the economic performance of these partnerships and also have the obligation to absorb the losses of the partnership or have the right to receive benefits arising from the partnership, subject to limited protective rights extended to our partners for specified business decisions. We acquired three portfolios of real estate properties during the six months ended June 30, 2026. Each of these acquisitions was structured as a reverse exchange transaction under Section 1031 of the Internal Revenue Code using special purpose entities ("SPE") that were owned by a qualified intermediary. The reverse exchange transactions related to these acquisitions were completed on July 1, 2026 when the NHC properties were sold. We determined the SPEs are VIEs due to the insufficiency of the equity at risk and deemed that we are the primary beneficiary of these VIEs as we retain both the economic and legal benefits and obligations related to these entities. As a result, we recognize the SPEs on a consolidated basis in our financial statements. The following table provides information on the assets and liabilities of our consolidated VIEs ($ in thousands): June 30, December 31, 2026 2025 Real Estate Investments segment: Real estate properties, net $ 128,289 $ 112,717 Cash and cash equivalents 1,051 1,020 Straight-line rents receivable 318 554 Other assets, net 1,481 2,751 SHOP segment: Real estate properties, net 492,675 290,691 Cash and cash equivalents 10,690 8,121 Other assets, net 4,969 1,457 Accounts payable and other liabilities 8,497 5,473 40 NATIONAL HEALTH INVESTORS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (unaudited) Unconsolidated VIEs In our Real Estate Investments segment, we have concluded that we are not the primary beneficiary for certain investments where we lack either directly or through related parties the power to direct the activities that most significantly impact the economic performance of these entities. We do not have any unconsolidated VIEs in our SHOP segment. The following table provides a summary of our relationships and sources of exposure related to our unconsolidated VIEs as of June 30, 2026 ($ in thousands): Year Net Maximum of Initial Source of Carrying Exposure Note Involvement Name Exposure Amounts to Loss References 2014 Senior Living Various1 $ 38,319 $ 54,819 Notes 4, 5 2016 Senior Living Management Note 12,000 12,000 Note 4 2018 Bickford Notes 15,997 27,540 Note 4 2019 Encore Senior Living Various2 52,045 63,569 N/A 2020 Timber Ridge OpCo Various3 (5,712) (712) Notes 6, 7 2020 Senior Living Hospitality Group Various1 13,249 13,773 N/A 2021 Montecito Medical Real Estate Notes 6,629 6,629 N/A 2021 Vizion Health Various1 17,970 17,970 N/A 2021 Navion Senior Solutions Various4 7,038 9,188 N/A 2024 Mainstay Healthcare Note 9,064 9,064 N/A 2026 Senior Residential Realty LP Note 5,537 5,537 N/A 1 Note(s) and straight-line rents receivable 2 Note, straight-line rents receivable and interest receivable 3 Loan commitment, equity method investment, straight-line rents receivable and unamortized lease incentive 4 Straight-line rents receivable and unamortized lease incentive We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amounts of our commitments. Our risk of economic loss on a tenant lease in excess of what is presented in the table above is limited to any future non-payments of rent before we are able to take effective remedial action, as well as any costs incurred to secure a new lease at the property. The potential extent of such losses at a future date would depend upon facts and circumstances unique to each tenant and the related lease and therefore are not included in the table above. In the future, we may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenants and operators of the properties, and we may be required to consolidate the financial position and results of operations of the tenants or borrowers. 41
There have been no material changes from the risk factors previously disclosed in “Part I, Item 1A, Risk Factors” of our Annual Report, except as noted below: We may not be able to successfully redeploy the net proceeds from the sale of the NHC properties in a manner that genera…
There have been no material changes from the risk factors previously disclosed in “Part I, Item 1A, Risk Factors” of our Annual Report, except as noted below: We may not be able to successfully redeploy the net proceeds from the sale of the NHC properties in a manner that generates comparable returns. Our ability to effectively redeploy the proceeds received in the sale of the NHC properties will depend on a number of factors, including the availability of suitable investment opportunities, prevailing market conditions, competition from other investors and our cost of capital at the time of reinvestment. There can be no assurance that we will be able to identify and acquire assets or make investments that generate returns comparable to the returns generated by the properties being sold, which may impact our results of operations.
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