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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations. Our discussion and analysis are primarily based on our consolidated financial statements for the years presented and should be read together with the notes thereto contained in this Annual Report. This section generally discusses our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the fiscal year ended December 31, 2024, which we filed with the SEC on February 25, 2025.

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Part I, Item 1A. Risk Factors” of this Annual Report. Also, reference “Cautionary Statement Regarding Forward-Looking Statements” preceding Part I of this Annual Report.

Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT. We own, lease, operate and finance the development of high-quality real estate properties, focusing on senior housing communities and medical facilities. We operate through two reportable segments, Real Estate Investments and SHOP. Our investments in senior housing communities, also referred to as SHOs, include ILFs, ALFs, EFCs and SLCs. Our investments in medical facilities include SNFs and HOSPs.

In our Real Estate Investments segment, our revenues primarily relate to triple-net leases with third-party operators at our properties. Additionally, we recognize interest income from financing arrangements we provide to our tenants, operators, or affiliates of our tenants and operators, and other third parties primarily for construction, renovation and expansion projects, funding of working capital or corporate needs and the acquisition of real estate properties. In our SHOP segment, we own and operate senior housing communities and generate revenues from resident fees and services. We utilize third-party managers to operate these properties on our behalf and pay a management fee for their services. Our investments across both segments are funded primarily through (i) operating cash flows, (ii) debt offerings, revolving lines of credit and term loans and (iii) sales of equity securities.

Real Estate Investments Portfolio

As of December 31, 2025, our investments comprising the Real Estate Investments segment included real estate properties and financing arrangements involving 189 properties located in 32 states, excluding one property classified as assets held for sale. The aggregate gross carrying value of these owned properties was $2.7 billion, which included 110 SHOs, 65 SNFs and one HOSP leased to 31 tenants. The aggregate gross carrying value of our mortgage and other notes receivable was $218.7 million, excluding $15.4 million of credit loss reserves.

Our tenant leases are typically structured as triple-net leases and relate to single-tenant properties having an initial lease term of 10 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 due to us that are subject to a variable rent escalator are typically determined annually and calculated using a variable index, such as the consumer price index (“CPI”) or an index that is dependent on a future date and indeterminable at the inception of the lease.

Senior Housing Operating Portfolio

As of December 31, 2025, our investments included in the SHOP segment consisted of 17 ILFs, six SLCs and three ALFs located in 13 states with a combined total of 3,009 units. The aggregate gross carrying value of these properties was $634.3 million. We have structured the operations at these senior housing communities to comply with the requirements of RIDEA and to utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes.

The properties are operated by third-party managers in exchange for a management fee from us, and as such, we are not directly exposed to the credit risk of the managers in the same manner or to the same extent as we are related to our triple-net tenant leases. However, we rely on the managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the managers to set appropriate resident fees and to operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations.

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Classifications of Real Estate Properties

We classify our investments in real estate properties as either SHOs or medical facilities and further classify our SHOs as either need-driven or discretionary properties based on the differing credit risk profiles represented by the underlying revenue sources.

A summary of each of these classifications follows:

Need-Driven Senior Housing

Need-driven senior housing propertiesinclude ALFs and SLCs which primarily attract private payment for services from residents who require assistance with activities of daily living. Need-driven properties are subject to regulatory oversight.

Discretionary Senior Housing

Discretionary senior housing properties include ILFs and EFCs which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted, multi-family community that offers social programs, meals, housekeeping, and in some cases, access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for this type of community and the strength of the housing market.

Medical Facilities

Medical facilities within our Real Estate Investments segment receive payment for services primarily from Medicare, Medicaid and health insurance. These properties include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine or rehabilitation services. Medical facilities are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

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Investment Portfolio Summary

The following tables summarize information related to the investment portfolios of our Real Estate Investments and SHOP segments as of and for the year ended December 31, 2025 ($ in thousands):

Gross

Number of Number of % of Carrying

Properties1 Beds / Units NOI Total NOI Amount2

Real Estate Investments segment:

Real estate properties:

Senior housing - need-driven:

Senior housing - discretionary:

Medical facilities:

Properties transitioned to SHOP segment — — (2,004) (0.7) % —

Mortgage and other notes receivable:

Mortgage and note payoffs — — 2,684 0.9 % —

Total mortgage and other

Total Real Estate Investments

SHOP segment:

Real estate properties:

1 The total number of properties, as presented in the table above, excludes our corporate office building and one property in the Real Estate Investments segment that was classified as assets held for sale as of December 31, 2025.

2 The total gross carrying amount, as presented in the table above, excludes $2.6 million related to our corporate office and equipment, $4.8 million related to one property in the Real Estate Investments segment that was classified as assets held for sale as of December 31, 2025 and $15.4 million of credit loss reserves related to our mortgage and other notes receivable investments.

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Gross

Number of % of Carrying

Properties1 NOI2 Total NOI Amount2

Portfolio summary by operator type:

Real Estate Investments segment:

Properties transitioned to SHOP segment — (2,004) (0.7) % —

Mortgage and note payoffs — 2,684 0.9 % —

The following table provides a summary of the impact of acquired and transitioned properties on our SHOP segment NOI for the year ended December 31, 2025 ($ in thousands):

Gross

Number of Number of Carrying

Properties Units NOI Amount

As of December 31, 2025, our average effective annualized NOI for the leased properties in our Real Estate Investments segment was $13,988 per unit for SLCs, $20,519 per unit for ALFs, $5,536 per unit for ILFs, $21,476 per unit for EFCs, $10,105 per bed for SNFs and $60,574 per bed for the HOSP. As of December 31, 2025, the average effective annualized NOI for our SHOP segment was $9,709 per unit.

Recent Tax Legislation

In connection with the passing of the One Big Beautiful Bill Act (the “OBBBA”) on July 4, 2025, certain changes to U.S. tax laws were approved that impact us and our stockholders. Among other changes, the OBBBA (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025 and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Internal Revenue Code applies by excluding depreciation, amortization and depletion from the definition of “Adjusted Taxable Income” for taxable years beginning after December 31, 2024.

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Fiscal 2025 Investment Activity

A summary of our significant investment activity that occurred during the year ended December 31, 2025 follows:

•We funded $325.6 million of acquisitions, which included the settlement of $50.8 million of mortgage and other notes receivable as part of the consideration paid by us.

•We funded $71.1 million of mortgage and other note investments.

•We transitioned seven properties from our Real Estate Investments segment into our SHOP segment and dissolved the Discovery partnership.

•We reclassified $3.6 million of assets as held for sale on our consolidated balance sheet as of December 31, 2025 which related to one real estate property in the Real Estate Investments segment.

Asset Acquisitions

During the year ended December 31, 2025, we completed the following asset acquisitions ($ in thousands):

Buildings,

Building

Improvements

Number of Asset and Intangible

Operator / Manager Period Properties Class Land Assets Total

Real Estate Investments segment:

SHOP segment:

In January 2025, we acquired a 108-unit SLC located in Colorado. The acquisition price was $21.2 million, including $0.2 million in closing costs. The property is leased pursuant to a 10-year triple-net lease with Generations, LLC, which includes two five-year extension options, an initial annual lease rate of 8.0% and fixed annual escalators of 2.0%.

In February 2025, we acquired an 88-unit ALF located in Florida upon the execution of a deed in lieu of foreclosure agreement initiated by Senior Living Management (“SLM”) to settle its $10.0 million non-performing mortgage note with us. We recognized the acquired property at its estimated fair value of $8.6 million, which equaled the net carrying value of the mortgage note. Concurrently, we executed a new lease on this acquired property with the existing operator, Mainstay Healthcare. This lease provides for approximately $0.7 million in annual contractual lease payments.

In March 2025, we acquired a 120-unit ALF located in New Jersey. The acquisition price was $46.3 million, including $0.3 million in closing costs. The property is leased pursuant to a 15-year triple-net lease with Juniper Communities, LLC, which includes two five-year extension options, an initial annual lease rate of 8.0% and fixed annual escalators of 2.0%. The lease includes a $0.8 million development commitment which will be added to the respective lease base, if funded.

In April 2025, we acquired a portfolio of six ALFs located in Nebraska for a total purchase price of $63.5 million, including $0.3 million in closing costs. The portfolio of properties is leased pursuant to a 15-year triple-net master lease with Agemark Senior Living, which includes two five-year extension options, an initial annual lease rate of 8.0% and fixed annual escalators of 2.0%.

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In October 2025, we acquired a portfolio of four SHOs located in Oklahoma and Oregon, consisting of two SLCs and two ALFs, with a combined total of 339 units. The total purchase price of $74.3 million, including $0.5 million in closing costs, was partially funded by the cancellation of a $9.5 million mortgage note with us which had an 8.5% annual interest rate. We recognized a $2.2 million in-place lease intangible asset in connection with this acquisition. This portfolio of properties has been included in our SHOP segment and is being managed by the existing operator, Compass Senior Living, pursuant to a management agreement.

In October 2025, we acquired a 251-unit CCRC located in South Carolina from an affiliate of Senior Living. The acquisition price of $52.5 million was partially funded by the cancellation of a $32.7 million mortgage note on the property. The property is being leased back to the affiliate of Senior Living pursuant to a 15-year triple-net lease with two five-year extension options, an initial annual lease rate of 8.25% and fixed annual escalators of 2.0%. Concurrently with the acquisition, we executed a $1.5 million revolving line of credit with the affiliate of Senior Living which has an initial annual interest rate of 8.25% and matures in October 2040.

In December 2025, we acquired a 107-unit ALF located in Pennsylvania. The acquisition price was $52.1 million, including $1.1 million in closing costs. The property is leased pursuant to a five-year triple-net lease with Priority Life Care, which has an initial annual lease rate of 8.0% plus a revenue participation clause and fixed annual escalators of 2.0%.

In December 2025, we acquired a 56-unit ALF located in Alabama. The acquisition price was $7.0 million, including $0.1 million in closing costs. The property was added to our existing triple-net master lease with William James Group, LLC. As of December 31, 2025, this master lease covers four properties, has an annual lease rate of 8.25%, contains fixed annual escalators of 2.0% and matures in November 2037.

First Quarter of 2026 Acquisitions and Divestitures

In January 2026, we sold a 42-unit SLC located in Michigan for $6.7 million in net cash consideration. As of December 31, 2025, the net carrying value of this property was $4.2 million. During each of the years ended December 31, 2025, 2024 and 2023, we recognized $0.5 million of rental income related to this property.

In February 2026, we acquired a portfolio of nine ALFs located in Kentucky, South Carolina and Tennessee with a combined total of 460 units. The total purchase price was $105.5 million, including $1.0 million in closing costs. This portfolio of properties has been included in our SHOP segment and is being managed by Allegro Living Management, an affiliate of Spring Arbor Management, LLC pursuant to a management agreement.

Discovery Transitions

Effective August 1, 2025, we terminated a triple-net master lease associated with a portfolio of six SHOs, consisting of four SLCs, one ILF and one ALF, which were held in a consolidated partnership with Discovery Senior Housing Investor XXIV, LLC (the “Discovery partner”). The tenant of the triple-net master lease was a related party of Discovery Senior Living (“Discovery”). In connection with the lease termination, we received net cash consideration of $3.1 million and other non-cash consideration of $0.6 million from the tenant and wrote off the related straight-line rents receivable of $8.9 million on this lease. Each of these amounts was recognized in rental income in our consolidated statement of income for the year ended December 31, 2025. Additionally, on August 1, 2025, we entered into a dissolution agreement with the Discovery partner, which provided for the write-off of the remaining partnership liabilities against the equity in the partnership and the Discovery partner contributing its 2.0% noncontrolling common equity interest to us for nominal consideration.

Concurrently with the activities above, we transitioned the portfolio of six SHOs from our Real Estate Investments segment into our SHOP segment and entered into agreements with an affiliate of Sinceri Senior Living (“Sinceri”) to serve as the manager of the properties. As of December 31, 2025, the aggregate net carrying value of this portfolio was $124.9 million. Prior to the transition, we recognized rental income of $3.2 million, $6.1 million and $8.6 million during the years ended December 31, 2025, 2024 and 2023, respectively, related to the triple-net master lease.

Also, effective August 1, 2025, we terminated a triple-net lease with an affiliate of Discovery for an ILF in Oklahoma. In connection with the lease termination, we received $0.8 million in cash consideration and $0.8 million in other non-cash consideration from the tenant and wrote off the related straight-line rent receivable of $3.2 million on this lease. Each of these amounts was recognized in rental income in our consolidated statement of income for the year ended December 31, 2025. Concurrently with the lease termination, we transitioned this property from our Real Estate Investments segment into our SHOP segment by contributing it to an existing consolidated partnership with DSHI NHI Holiday LLC (the “Discovery member”). As of December 31, 2025, the net carrying value of this property was $28.4 million. Prior to the transition, we recognized rental income of $1.6 million, $2.8 million and $2.9 million during the years ended December 31, 2025, 2024 and 2023, respectively. related to the triple-net lease.

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Mortgage and Other Notes Receivable

Vizion Health Loan Amendment - In March 2025, we amended a mezzanine loan agreement with affiliates of Vizion Health to provide additional funding of $5.4 million and to extend the maturity date to May 2028. The interest rate on the loan escalates on July 1st of each year. As of December 31, 2025, the principal amount outstanding on the loan was $16.5 million and the annual interest rate was 9.4%.

Construction Loan - In May 2025, we entered into a construction loan agreement to fund up to $28.0 million for the development of an 84-unit ALF located in Michigan which will be operated by Encore Senior Living upon completion. The loan agreement provides for an annual interest rate of 9.0% and a maturity date in April 2030. As of December 31, 2025, the principal amount outstanding on this construction loan was $8.5 million.

Fellowship Carolina Marsh Mortgage Note - In November 2025, we funded a new $18.8 million mortgage note secured by a 94-unit SLC located in South Carolina. The five-year loan agreement with Fellowship Senior Living has an annual interest rate of 8.5% with an option to purchase the property upon the satisfaction of certain conditions. The loan matures in November 2030.

Silver Wave Wichita Falls Mortgage Note - In December 2025, we funded a new $11.3 million mortgage note secured by a 141-unit ILF located in Texas. The five-year loan agreement with affiliates of Silver Wave Capital has an annual interest rate of 8.75% with an option to purchase the property upon the satisfaction of certain conditions. The loan matures in December 2030.

Assets Held for Sale

As of December 31, 2025, we had assets held for sale of $3.6 million related to one real estate property in our Real Estate Investments segment. During the years ended December 31, 2025, 2024 and 2023, we recognized rental income of $0.6 million, $0.6 million and $0.4 million, respectively, related to this property. We did not have any assets held for sale as of December 31, 2024.

Tenant Purchase and Sale Agreement

We lease a SLC that is subject to a purchase and sale agreement giving the tenant the option to acquire the property for $39.0 million. The purchase and sale agreement, as amended, is subject to monthly renewals through March 2026 by the tenant upon payment of a non-refundable fee. The property was included in real estate properties, net, on our consolidated balance sheets as of December 31, 2025 and 2024. During the years ended December 31, 2025, 2024 and 2023, we recognized rental income of $2.6 million, $2.8 million and $2.8 million, respectively, related to the existing triple-net lease at this property which expires in July 2027. The property will be reclassified to assets held for sale when the sale becomes probable, including when the tenant demonstrates its ability to obtain sufficient financing to close on the sale of the property within the terms of the purchase and sale agreement. As of December 31, 2025, the net carrying value of this property was $18.4 million.

Tenant Purchase Options

Certain of our tenant leases contain a purchase option clause allowing the tenant to acquire the leased 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 December 31, 2025, tenants had purchase options on four of our properties, with an aggregate net carrying value of $74.7 million, which have exercise dates ranging between 2028 and 2031. Rental income from these properties with tenant purchase options was $10.0 million, $8.8 million and $7.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we cannot reasonably estimate the probability that any of these tenant purchase options will be exercised in the future.

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Tenant Concentrations

The following table presents information related to concentrations of our tenants, or affiliates of tenants, that exceed 10% of our total revenues ($ in thousands):

December 31, 2025 Year Ended December 31,

Estate and Other % of % of % of

Properties1 Notes2 Revenues3 Total Revenues3 Total Revenues3 Total

Escrow funds received from tenants

1 Real estate properties have been stated at their gross carrying amounts. Total real estate properties, as presented in the table above, excludes $2.6 million related to our corporate office and equipment, $4.8 million related to one property in the Real Estate Investments segment that was classified as assets held for sale as of December 31, 2025 and $634.3 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 our total credit loss reserves of $15.4 million as of December 31, 2025.

3 Revenues related to assets classified as held for sale are included in other revenues in the table above.

4 There are no concentrations in revenues from resident fees and services because the resident agreements at the senior housing communities are between us and the individual residents.

Senior Living Leases and Loans

As of December 31, 2025, we leased 11 SHOs with a combined total of 2,490 units to Senior Living. During the years ended December 31, 2025, 2024 and 2023, we recognized straight-line rent revenue of $(0.6) million, $(0.2) million and $(1.2) million, respectively, related to our leases with Senior Living.

As of December 31, 2025, we had a $15.0 million revolving line of credit with Senior Living which is available for working capital needs and to finance construction projects within Senior Living’s portfolio, including projects to build additional residential units at existing facilities. The $15.0 million revolving line of credit matures in December 2031. As of December 31, 2025, the principal amount outstanding on this revolving line of credit was $9.0 million and the annual interest rate was 8.0%. We also had a $1.5 million revolving line of credit with an affiliate of Senior Living which has not been drawn as of December 31, 2025.

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Bickford Leases and Loans

As of December 31, 2025, we leased 38 SHOs to Bickford under four master leases. In 2022, we began recognizing rental income from Bickford’s leases using the cash basis of accounting for revenue recognition based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt about its ability to continue as a going concern.

We have a fully funded construction loan with Bickford that is secured by a first mortgage lien on substantially all of the related real and personal property as well as a pledge of any and all leases or other agreements which may grant 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 stabilization of the underlying operations. As of December 31, 2025, the principal amount outstanding on the construction loan was $14.7 million and the annual interest rate was 9.0%.

We have an unsecured mezzanine loan with Bickford that is classified as a non-performing note. The loan has an annual interest rate of 9.0% and matures in May 2033. As of December 31, 2025, the principal amount outstanding on the mezzanine loan was $1.3 million, which was fully covered by the related credit loss reserve.

NHC Leases

As of December 31, 2025, we leased 32 SNFs and three ILFs to NHC, a publicly owned company, under a triple-net master lease which expires in December 2026. The master lease includes two five-year extension options in which the annual lease rate resets at the current fair market value as negotiated between the parties. We have engaged Blueprint Healthcare Real Estate Advisors, a national advisory firm focused on skilled nursing and senior housing facilities, to assist with underwriting, due diligence and market analysis with respect to the master lease renewal.

On September 8, 2025, we provided formal written notice to NHC that it is in default of the triple-net master lease as a result of NHC’s failure to remedy its non-compliance with certain non-monetary provisions of the triple-net master lease previously identified by us. NHC had 30 days to cure such default and its failure to do so entitles us to declare an event of default and to pursue any and all remedies available to us under the triple-net master lease. We are currently evaluating potential courses of action.

On October 7, 2025, NHC informed us that it was exercising its option to renew the master lease for one five-year term commencing January 1, 2027. We are currently reviewing the effectiveness and legality of NHC’s notice.

Cash Basis Tenants

During the year ended December 31, 2025, two of our tenants were on the cash basis of accounting for revenue recognition for their leasing arrangements with us based on our assessment of each tenant’s ability to satisfy its contractual obligations under the terms of the respective leases. During the years ended December 31, 2024 and 2023, three of our tenants were on the cash basis of accounting for revenue recognition for their leasing arrangements with us.

A summary of lease payments received by us from cash basis tenants follows ($ in thousands):

Year Ended December 31,

These lease payments from cash basis tenants included $5.9 million, $9.0 million and $2.8 million of rent deferrals granted during the COVID-19 pandemic for the years ended December 31, 2025, 2024 and 2023, respectively.

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SLM Leases

SLM was a cash basis tenant from 2022 until January 1, 2025 when the remaining two properties leased from us were transitioned to a new operator who had been serving as the interim manager at the properties. Concurrently with this transition, we executed a 15-year triple-net master lease with a new operator which includes two five-year extension options. The master lease with the new operator provides for approximately $1.1 million in initial annual contractual lease payments with fixed annual escalators of 2.0%. As of December 31, 2025, we had no properties leased to SLM.

Occupancy

The following table provides a summary of the average occupancy rates related to properties leased to Senior Living and Bickford for the periods indicated:

Number of

1 The occupancy rates exclude a 251-unit CCRC acquired in October 2025.

2 The number of properties related to Bickford includes one property classified as assets held for sale as of December 31, 2025.

The following table provides a summary of the average occupancy rates related to properties in our SHOP segment for the periods indicated:

Number of properties at the end of the period 15 15 15 15 15

Number of properties at the end of the period 26 22 15 15 15

1 The occupancy rates relate to the 15 real estate properties in the SHOP portfolio as of December 31, 2024.

Tenant Monitoring

The operators of our properties in the Real Estate Investments segment report to us the results of their operations on a periodic basis, which we in turn subject to further analysis as a means of monitoring potential credit risks within our portfolio. We have identified EBITDARM, which is calculated as earnings before interest, taxes, depreciation, amortization, rent and management fees, as a primary performance measure for our tenants, based on results they have reported to us. We believe EBITDARM is useful in our most fundamental analyses, as it is a property-level measure of an operator’s success, by eliminating the effects of the operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization), and expenses that are dependent on its level of success (income taxes), and also excluding the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to our lease payments. For operators of our EFCs, our calculation of EBITDARM includes other cash flow adjustments typical of the industry which may include, but are not limited to, net cash flows from entrance fees, amortization of deferred entrance fees, adjustments for tenant rent obligations and management fee true-ups. The eliminations and adjustments reflect covenants in our leases and provide a comparable basis for assessing our various relationships.

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We believe that EBITDARM is a useful way to analyze the cash potential of a group of assets. From EBITDARM, we calculate a coverage ratio (EBITDARM / cash rent) measuring the ability of the operator to meet its monthly obligations. In addition to EBITDARM and the coverage ratio, we rely on a careful balance sheet analysis and other analytical procedures to help us identify potential areas of concern relative to our operators’ ability to generate sufficient liquidity to meet their obligations, including their obligations to continue to pay the amount due to us. Typical among our operators is a varying lag in reporting to us the results of their operations. Across our portfolio, however, our operators report their results, typically within either 30 or 45 days and at the latest, within 90 days of month end. For computational purposes, we exclude mortgage and other notes receivable, and development and lease-up properties that have been in operation less than 24 months. For stabilized acquisitions in the portfolio less than 24 months and renewing leases with changes in scheduled rent, we include pro forma cash rent. Same-store portfolio coverage, when presented herein, excludes properties that have transitioned operators in the past 24 months or assets subsequently sold except as noted.

The following table provides a summary of our portfolio and coverage ratios by property type on a trailing 12-month basis as of September 30, 2025 and 2024, the most recent periods available:

Real Estate Investments Portfolio1

Senior Medical

Ratios by property type: Housing SNF Non-SNF Total

Discretionary

Need-Driven (Excluding Medical

Need- (Excluding Senior (Excluding

Ratios by property class: Driven Bickford) Discretionary Living) Medical NHC)

Senior

Ratios by customer: Living2 Bickford3 NHC4

1 The tables are based on trailing 12-month data, excluding (1) transitioned properties of cash basis tenants, (2) mortgage and other notes receivable, (3) development and lease-up properties operating less than 24 months and (4) the impact of security deposits maintained on any tenants. The tables include pro forma cash inflow from rent payments related to acquired properties that have stabilized operations and that have been in the portfolio less than 24 months.

2 Senior Living’s coverage ratios reported in the table above include the impact of our acquisition of a 251-unit CCRC in October 2025 for all periods presented. Senior Living’s coverage ratios for the other 10 properties were 1.50x and 1.56x for the trailing 12 months ended September 30, 2025 and 2024.

3 Bickford’s coverage ratios on a pro forma basis, which includes the impact of the April 2024 rent increase, were 1.72x and 1.63x for the trailing 12 months ended September 30, 2025 and 2024, respectively. Bickford’s coverage ratios on a pro forma basis, which includes the impact of the April 2024 rent increase and rent deferral repayments made by Bickford during the respective periods, were 1.49x and 1.42x for the trailing 12 months ended September 30, 2025 and 2024, respectively.

4 NHC’s coverage ratios have been reported in the table above at a consolidated level for NHC. The occupancy ratios for SNFs have been reported in the table above using data available in NHC’s public filings with the SEC.

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Fluctuations in our portfolio coverage and occupancy ratios primarily result from market and economic trends, local market competition, new or changing regulatory factors and the operational success of our tenants. In addition to the analysis above, we also evaluate and make decisions with respect to our tenants at an individual lease level. Generally, we have security deposits and/or corporate guarantees in place with many of our tenants if lease payment shortfalls materialize. In some instances, we may require a tenant to increase their security deposit with us in an amount equal to the lease payment shortfall until the required tenant lease coverage ratio is met. We monitor economic and financial conditions and also use credit enhancements, such as requiring our tenants to maintain security deposits and corporate guarantees with us, to mitigate the impact of an economic downturn on our business. The metrics presented in the tables above do not reflect the presence of these security deposits.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of our Board of Directors.

We consider an accounting estimate or assumption critical if the nature of the estimate or assumption is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and if the impact of the estimate or assumption on financial condition or operating performance is material. We base our estimates on historical experience, current trends and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition.

Our significant accounting policies are discussed in Note 2 to our consolidated financial statements in this Annual Report. We believe the accounting estimates included below are the most critical for fully understanding and evaluating our financial results and require our most difficult, subjective or complex judgments.

Variable Interest Entities

Our consolidated financial statements include our wholly owned subsidiaries and partnerships that we control through voting rights or other means. We evaluate our contractual arrangements with other entities to identify those relationships in which control is achieved though means other than voting rights. A variable interest entity (“VIE”) is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

We make judgments about which entities are VIEs based on the criteria above and with respect to our level of influence or control of an entity and whether we are the primary beneficiary of a VIE. These considerations include, but are not limited to, our power to direct the activities that most significantly impact the entity's economic performance, the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity, and our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity. Our ability to correctly determine the primary beneficiary of a VIE at inception of our involvement impacts the presentation of these entities in our consolidated financial statements.

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Asset Acquisitions

Our investments in real estate properties are accounted for as asset acquisitions. We allocate the purchase price to the identified tangible and intangible assets at cost based on the relative fair values of the assets as of the acquisition date. The related transaction costs are included in the purchase price allocation. Contingent consideration deemed to be probable at the acquisition date, if any, is also included in the purchase price allocation to the extent that a significant reversal in amounts recognized is not likely to occur and the uncertainty associated with the contingent consideration has been resolved.

The most significant judgments applied in our purchase price allocations are typically related to the determination of the fair values of land, buildings, building improvements and intangible assets. Our estimates of the individual fair values of the assets acquired affect the amounts of depreciation and amortization we recognize over the respective estimated useful lives of the assets or the respective remaining lease term. While we believe our assumptions are reasonable, any changes in these assumptions could have a material impact on our financial results. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use for our purchase price allocations.

Impairment of Real Estate Properties

We evaluate the recoverability of the carrying values of our real estate properties on an individual property basis. We review each property for recoverability when events or circumstances, including any significant physical changes in a property, significant adverse changes in general economic conditions or significant deterioration of the underlying cash flows of a property indicate that the carrying amount of a property 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 eventual disposition of the identified asset to its carrying amount. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying value of the identified asset exceeds its estimated fair value.

The most significant judgments applied in our analysis of the recoverability of the carrying values of our real estate properties relate to the determination of whether indicators of impairment exist and the determination of the future estimated undiscounted cash flows of the property. There were no material changes in the accounting methodology we used to evaluate the recoverability of our real estate properties during the year ended December 31, 2025.

Lease Classifications

Lease accounting standards require that, for purposes of lease classification, we assess whether the lease, by its terms, transfers substantially all of the fair value of the asset under lease to the tenant. This consideration will determine the accounting treatment for the alternative classifications among operating, sales-type, or direct financing types of leases. For classification purposes, we distinguish cash flows that follow under terms of the lease from those that will be derived, subsequent to the lease, from the ultimate disposition or re-deployment of the asset. From this segregation of the sources of cash flow, we are able to establish whether the lease is, in essence, a sale or financing based on it having transferred substantially all of the fair value of the leased asset. Accordingly, management’s projected residual values represent significant assumptions in our accounting for leases.

While we do not incorporate residual value guarantees in our lease provisions, the contractual structure of other provisions provides a basis for expectations of realizable value from our properties upon expiration of their lease terms. Additionally, we consider historical, demographic and market trends in developing our estimates. For each new lease, we discount our estimate of unguaranteed residual value and include this amount along with the stream of lease payments (also discounted) called for in the lease. We assess the stream of lease payments and the value deriving from eventual return of our property to establish whether the lease payments themselves comprise a return of substantially all of the fair value of the property under lease. We do not use a “bright line” in considering what constitutes “substantially all of the fair value”, but we undertake a more focused assessment when the lease payments approach 90% of the composition of all future cash flows expected from the asset. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to assess lease classifications.

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. We take into consideration criteria, 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 management believes all future principal and interest will be received from the tenant in accordance with the terms of the loan agreement.

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Our models for estimating the future expected credit losses on mortgages and construction loans are calculated on a collective basis for these loan types. Our models for estimating the future expected credit losses on mezzanine loans and revolving credit lines are calculated on an individual loan basis or a borrower-specific basis for these loan types. We use a combination of credit quality indicators in our models including, among others, the current payment status of the loans, the overall financial strength of the borrowers and any guarantors, historical information on any loan write-offs related to our borrowers and the nature, 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 each period end of the probability that we will acquire any properties in the event of default on any of these loans and, when necessary, reduce the basis of the applicable loans by the amounts that we expect to recover when construction of the applicable properties is complete.

Our most significant judgments in determining whether credit loss reserves are necessary relate to the assumptions we apply in assessing the probability of default or a loss as a result of a default by one or more of our borrowers. We assess all the evidence available to us, including the present value of the expected future discounted cash flows from a mortgage or note, general economic conditions and trends, the duration of a fair value deficiency and other relevant factors. When an economic downturn occurs that has a duration that is expected to span a year or more, we consider projections on the expected economic recovery before we conclude that evidence of impairment exists. While we believe our assumptions are reasonable, any changes in our assumptions may have a material impact on our financial results.

Other Investment Portfolio Activity

Real Estate and Mortgage Write-downs

In addition to inflation risk and increased interest rates, our tenants and borrowers may experience periods of significant financial pressures and difficulties similar to those encountered by other healthcare providers.

As of December 31, 2025, we had two loans designated as non-performing notes consisting of an unsecured mezzanine loan with a principal balance of $12.0 million due from affiliates of SLM and an unsecured loan due from Bickford with a principal balance of $1.3 million. These loans are fully covered by our credit loss reserves.

As of December 31, 2025, we reduced the carrying value of our mortgage and other notes receivable by a reserve for expected credit losses of $15.4 million and recognized a liability of $0.2 million for estimated credit losses on unfunded loan commitments. During the years ended December 31, 2025, 2024 and 2023, we recognized a provision for (reduction in) expected credit losses of $(3.4) million, $4.6 million and $(0.3) million, respectively.

We had no impairment charges related to long-lived assets during the year ended December 31, 2025. During the year ended December 31, 2024, we recognized an impairment charge of $0.7 million related to one property in our Real Estate Investments segment which was reclassified to assets held for sale in the second quarter of 2024 and sold in the fourth quarter of 2024. During the year ended December 31, 2023, we recognized impairment charges of $1.6 million related to four properties in our Real Estate Investments segment, which included $0.5 million of impairment charges on three of these properties which were either sold or reclassified to assets held for sale during the year ended December 31, 2023.

We believe that the carrying amounts of our real estate properties are recoverable and that mortgage and other notes receivables, net of credit loss reserves, are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make additional significant adjustments to these carrying amounts.

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Results of Operations

A summary of our operating results follows ($ in thousands):

Year Ended

December 31, Variance

Revenues

Rental income:

Escrow funds received from tenants for

Amortization of lease incentives (2,901) (2,893) (8) 0.3 %

Interest and other income

Expenses:

Depreciation and amortization:

Franchise, excise and other taxes 1,080 38 1,042 NM

Proxy contest and related expenses 1,572 — 1,572 NM

Gains on sales of real estate properties, net 456 6,678 (6,222) (93.2) %

Gains on forward equity sales agreements, net — 6,261 (6,261) NM

Add: Net loss attributable to noncontrolling interests 1,390 1,346 44 3.3 %

Less: Net income attributable to unvested restricted

NM - not meaningful

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Financial highlights for the year ended December 31, 2025, compared to the year ended December 31, 2024, were as follows:

•Rental income increased $14.6 million, or 5.7%, primarily due to $19.5 million of increased rental income from real estate properties in our Real Estate Investments segment that were acquired after January 1, 2024. We had a net decrease in rental income of $11.0 million related to the seven properties transitioned into the SHOP segment on August 1, 2025 from the Real Estate Investments segment.

•Resident fees and services, less senior housing operating expenses, increased $7.0 million, or 57.2%. We had an increase of $4.4 million resulting from the seven properties transitioned into the SHOP segment on August 1, 2025 and an increase of $1.6 million related to current year acquisitions.

•Interest income from mortgage and other notes receivable increased $0.6 million, or 2.5%. New investments since January 1, 2024 were mostly offset by mortgage and other notes payoffs since January 1, 2024.

•Depreciation and amortization expense increased $9.5 million, or 13.3%, which included an $8.4 million increase as a result of acquisitions since January 1, 2024.

•Interest expense decreased $2.5 million, or 4.2%, primarily due to a decrease in interest rates on our variable rate debt.

•Legal expense increased $1.6 million primarily from $1.2 million of costs incurred in the current year related to a large SHOP transaction that did not materialize and also the costs incurred in the current period related to the concurrent transactions on August 1, 2025 to terminate leases, transition properties to the SHOP segment and dissolve the Discovery partnership.

•Proxy contest and related expenses were $1.6 million for the year ended December 31, 2025 with no comparable costs in the prior year. These expenses consisted of proxy advisory costs related to our response to a proxy campaign associated with our 2025 annual meeting of stockholders.

•Loan and realty (gains) losses, net, was a net gain of $3.4 million for the year ended December 31, 2025 compared to a net loss of $5.3 million for the year ended December 31, 2024. The net gain in the current year primarily related to a reduction in our credit loss reserves related to loans that were paid off during the current year. The net loss in the prior year primarily related to an increase in the credit loss reserve on a mezzanine loan due from SLM.

•Other expenses increased $6.1 million, or 29.6%, primarily due to higher compensation costs and increases in professional fees and other purchased services.

•Gains on sales of real estate properties, net, was $0.5 million in the year ended December 31, 2025 compared to $6.7 million in the year ended December 31, 2024. In the prior year, we sold four real estate properties in our Real Estate Investments segment.

•Gains from equity method investment were $3.7 million in the year ended December 31, 2025 compared to $0.4 million in the year ended December 31, 2024. The current period included $1.7 million of gains due to a distribution received from our equity method investment.

•Gains from forward equity sales agreements were $6.3 million in the year ended December 31, 2024 with no comparable amount in the year ended December 31, 2025. During the year ended December 31, 2024, we recognized a gain on forward equity sales agreements under our ATM equity program for the period in which these agreements did not qualify for equity treatment under GAAP.

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Liquidity and Capital Resources

At December 31, 2025, we had $496.0 million available to draw on our $700.0 million unsecured revolving credit facility (“Credit Facility”), $19.6 million in unrestricted cash and cash equivalents, the ability to access $44.5 million of undrawn net proceeds through ATM forward sales agreements and the ability to access $315.8 million through the issuance of common stock under our ATM equity program. In addition, we maintain an effective automatic shelf registration statement through which capital could be raised through the issuance of additional debt or equity securities.

Sources and Uses of Funds

Our primary sources of cash include lease payments from tenants, receipts from residents, principal and interest payments on mortgage and other notes receivable, proceeds from the sales of real estate properties, net proceeds from offerings of debt and equity securities and borrowings from our Credit Facility. Our primary uses of cash include principal and interest payments on our debt, investments in new and existing real estate properties, mortgage and other notes, dividend distributions to our stockholders, operating expenses of our SHOP segment and general corporate overhead expenses.

A summary of our sources and uses of cash, cash equivalents and restricted cash follows ($ in thousands):

Year Ended December 31, Variance

Cash, cash equivalents and restricted cash

Net cash provided by (used in) financing activities 25,708 (13,568) 39,276 NM

Cash, cash equivalents and restricted cash

NM Not meaningful

Operating Activities – Net cash provided by operating activities for the year ended December 31, 2025 included the impact of new tenant leases from acquisitions completed during the year, our SHOP segment operations, increased rental income due to rent escalators and interest payments on new loan investments completed during the year.

Investing Activities – Net cash used in investing activities for the year ended December 31, 2025 was primarily comprised of $365.1 million of investments in real estate properties, development projects at existing properties and mortgages and other notes, partially offset by the collection of principal amounts due on mortgage and other notes receivable during the year.

Financing Activities – Net cash provided by financing activities for the year ended December 31, 2025 included $346.2 million in proceeds received from the issuance of the 2033 Senior Notes and $181.5 million in proceeds received from the issuance of common shares, partially offset by $127.2 million of net paydown on our Credit Facility, $200.8 million of repayments on our term loan and private placement notes and $169.7 million of dividend payments to stockholders.

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Debt Obligations

As of December 31, 2025, we had $1.2 billion of outstanding indebtedness. Reference Note 8 to our consolidated financial statements included in this Annual Report for additional information on our debt. Reference “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report for more details on the impact of interest rate risk on our business.

Revolving Credit Facility and Bank Term Loan - We have a $700.0 million Credit Facility that matures in October 2028, which may be further extended by us pursuant to (i) one or both of the six-month extension options or (ii) one 12-month extension option. In October 2025, we amended the Credit Facility to remove the 0.10% credit spread adjustment applicable to the SOFR interest rates, which resulted in an effective decrease of 0.10% in the applicable interest rates with respect to the Credit Facility. 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 interest 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 1.0%. In addition, the Credit Facility requires a facility fee equal to 0.125% to 0.300%, based on our credit rating on the $700.0 million committed capacity, without regard to usage.

As of December 31, 2025, we had $496.0 million available to draw on the Credit Facility, subject to usual and customary covenants. Among other stipulations, our Credit Facility requires that we maintain certain financial ratios within limits set by our creditors. As of December 31, 2025, we were in compliance with these covenants.

We have a $200.0 million unsecured bank term loan (the “Bank Term Loan”), which was amended and restated in October 2024 to, among other things, align certain representations, covenants and events of default with the terms of the amended and restated Credit Facility. The Bank Term Loan bears interest at a variable rate which is SOFR-based with a margin determined according to our credit ratings. Concurrently with the most recent amendment of the Credit Facility in October 2025, we also amended the Bank Term Loan to remove the 0.10% credit spread adjustment applicable to the SOFR interest rates, which was also in alignment with the Credit Facility amendment.

During the year ended December 31, 2025, we repaid $75.0 million on the Bank Term Loan and exercised both six-month extension options, which extended the maturity of the Bank Term Loan to June 2026.

Pinnacle Bank is a participating member of our banking group. A member of our Board of Directors, who became the chairman of our Board of Directors effective in January 2025, is also the 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.

We have provided summary information in the table below on the current SOFR credit spread adjustments and facility fee for our Credit Facility and Bank Term Loan reflecting our ratings compliance based on the applicable margin for SOFR loans with a debt rating of BBB-/Baa3:

SOFR Credit Spread Adjustments

Credit Credit Bank

Debt Ratings Facility Facility Fee Term Loan

If our credit rating from at least two credit rating agencies is downgraded below “BBB-/Baa3”, the debt under our debt agreements will be subject to defined increases in interest rates and fees.

2031 Senior Notes - In January 2021, we issued $400.0 million in aggregate principal amount of 3.000% unsecured senior notes that mature in February 2031 (the “2031 Senior Notes”) and require semi-annual interest payments. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of December 31, 2025 we were in compliance with these covenants.

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2033 Senior Notes - In September 2025, we issued $350.0 million in aggregate principal amount of 5.350% 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’ discounts. Our net proceeds from the 2033 Senior Notes offering, after deducting underwriting discounts and expenses, were $342.5 million. We used the net proceeds to repay existing indebtedness. Interest on the 2033 Senior Notes is due semi-annually beginning in February 2026. The 2033 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of December 31, 2025 we were in compliance with these covenants.

Private Placement Notes - As of December 31, 2025, we had $100.0 million of principal amounts outstanding on our unsecured private placement notes. During the year ended December 31, 2025, we repaid $50.0 million of these notes upon maturity. The remainder of the private placement notes mature in January 2027 and have an annual interest rate of 4.51%.

Fannie Mae Term Loans - During the year ended December 31, 2025, we made the final repayment of $75.8 million, including accrued interest.

Debt Maturities - Reference Note 8 to the consolidated financial statements included in this Annual Report.

Credit Ratings - Moody’s Investors Services reaffirmed its credit rating and a senior unsecured debt rating of Baa3 and “Stable” outlook on NHI on September 21, 2025. Fitch Ratings reaffirmed its public issuer credit rating of BBB- and “Stable” outlook on NHI on April 16, 2025 and S&P Global reaffirmed its BBB- rating and “Stable” outlook on NHI on October 6, 2025. Our unsecured private placement notes agreements include a rate increase provision that is effective if any rating agency lowers our credit rating below investment grade and our compliance leverage increases to 50% or more. Any reduction in outlook or downgrade in our credit ratings from the rating agencies could negatively impact our costs of borrowings.

Debt Metrics - We believe that our fixed charge coverage ratio, which is the ratio of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding impairments of real estate properties and gains on dispositions) to fixed charges (interest expense at contractual rates, net of capitalized interest and principal payments on debt), and the ratio of consolidated net debt (debt less cash and cash equivalents) to Adjusted EBITDA are meaningful measures of our ability to service our debt. We use these two measures as a useful basis to compare the strength of our consolidated balance sheet with those of our peer group. We also believe our consolidated balance sheet gives us a competitive advantage when accessing debt markets.

Our fixed charge ratio was 5.3x for the year ended December 31, 2025. Reference the “Adjusted EBITDA” section below for a table showing the fixed charge ratio calculation. Giving effect to significant acquisitions, financing arrangements, dispositions and note payoffs on an annualized basis, our consolidated net debt to annualized Adjusted EBITDA ratio for the year ended December 31, 2025 was as follows ($ in thousands):

Less: Cash and cash equivalents (19,624)

Annualized impact of recent investments, dispositions and payoffs 11,149

Annualized Adjusted EBITDA $ 298,799

Consolidated Net Debt to Annualized Adjusted EBITDA 3.8 x

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Supplemental Guarantor Financial Information

The principal amounts due on each of our debt instruments outstanding as of December 31, 2025 are fully and unconditionally guaranteed on a senior unsecured basis by each of our subsidiaries, except for certain excluded subsidiaries (the “Guarantors”). The Guarantors are either owned or controlled by, or are affiliates of, us.

The following tables present summarized financial information NHI and the Guarantors, on a combined basis after eliminating (i) intercompany transactions and balances among the Guarantors and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor ($ in thousands):

December 31,

Real estate properties, net $ 2,232,633

Note receivable due from non-guarantor subsidiary 81,490

Redeemable noncontrolling interest $ 10,195

Noncontrolling interests 1,241

Year Ended

December 31,

Interest income on a note due from non-guarantor subsidiary 5,767

Gains from equity method investment 3,664

Gains on sales of real estate properties, net 456

Other non-operating gains, net 3

Net income attributable to NHI and the subsidiary guarantors $ 144,095

Equity and Dividends

As of December 31, 2025, we had 48,302,944 shares of our common stock outstanding with a market value of $3.7 billion. We had $1.5 billion of total equity on our consolidated balance sheet as of December 31, 2025.

Dividends - Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statement purposes that has been determined in accordance with GAAP. Our Board of Directors has historically directed us towards maintaining a strong consolidated balance sheet. Therefore, we consider the competing interests of short-term and long-term debt interest rates, maturities and other terms versus the higher cost of new equity, and we accept some level of risk associated with leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where the credit spread over our costs of equity and debt capital on a leverage neutral basis will generate sufficient returns to our stockholders. We do not expect to utilize borrowings to satisfy the payment of dividends and project that cash flows from operations will be adequate to fund dividends at the current rate.

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We intend to comply with REIT dividend requirements that require us to distribute at least 90% of our annual taxable income for the year ended December 31, 2025 and thereafter. Historically, we have distributed at least 100% of our annual taxable income. Dividends declared for the fourth quarter of each fiscal year that are paid by the end of the following January are treated for federal income tax purposes, with some exceptions, as having been paid in the fiscal year just ended as provided in Section 857(b)(9) of the Internal Revenue Code. To the extent a portion, or all of such dividend, exceeds our current year earnings and profits, the excess is treated as having been received in the year paid for federal income tax purposes.

A summary of our cash distributions paid to common stockholders for federal income tax purposes on a per share basis follows:

Year Ended December 31,

Capital gains — — 0.25

Total cash distributions on a per share basis $ 3.48 $ 2.84 $ 3.60

Pursuant to Section 857(b)(9) of the Internal Revenue Code, the aggregate amount of cash distributions paid to common stockholders for federal income tax purposes is limited to our earnings and profits for the respective year. As a result, the $0.92 per share cash distribution paid by us on January 30, 2026 to stockholders of record as of December 31, 2025 was treated as received by our common stockholders on December 31, 2025 for federal income tax purposes up to the extent of our earnings and profits for the year ended December 31, 2025. The remainder of the $0.92 per share cash distribution received by our common stockholders was recognized in the year ending December 31, 2026 for federal income tax purposes.

During the years ended December 31, 2025, 2024 and 2023, we declared dividends of $3.64 per share, $3.60 per share and $3.60 per share, respectively. On February 17, 2026, the Board of Directors declared a $0.92 per share dividend payable on May 1, 2026 to common stockholders of record on March 31, 2026.

Shelf Registration Statement - We have an automatic shelf registration statement on file with the SEC that allows us to offer and sell to the public an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units at prices and on terms to be announced when and if such securities are offered. The details of any future offerings, along with the use of proceeds from any securities offered, will be described in a prospectus supplement or other offering materials at the time of offering. Our shelf registration statement expires in March 2026.

Forward Equity Sales Agreements - During the year ended December 31, 2024, we entered into forward equity sales agreements with financial institutions to sell up to an aggregate of 2.8 million shares of common stock, at an initial forward sale price of $68.40 per share, pursuant to which the financial institutions borrowed and sold these shares of common stock in a public offering. We did not receive any proceeds from the sale of the shares of common stock by the forward purchasers at the time of the offering. The net forward sale price that we received upon physical settlement of the forward sales agreements is subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread and (ii) scheduled dividends during the term of the forward equity sales agreements.

During the year ended December 31, 2024, we partially settled the above forward equity sales agreements by issuing 1.8 million shares of our common stock at a forward price of $68.00 per share for net proceeds of $122.4 million. During the year ended December 31, 2025, we settled the remainder of the above forward equity sales agreements by issuing 1.0 million shares of our common stock at a forward price of $68.21 per share for proceeds of $65.5 million.

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. Pursuant to this agreement, we are authorized to sell up to $500.0 million of our common stock.

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During the year ended December 31, 2024, we entered into an ATM forward sales agreement with a financial institution to sell shares of our common stock over a forward selling period to be completed by the end of the year. Pursuant to this agreement, we sold 1.0 million shares of our common stock on a forward basis at a weighted average price of $74.99 per share, net of sales agent fees, which totaled $74.2 million. In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedges, Contracts in Entity’s Own Equity, we determined the ATM forward sales under this agreement did not qualify for equity classification on our consolidated balance sheet during the forward selling period. Accordingly, we recognized a $6.3 million gain on the forward sales agreement in our consolidated statement of income for the year ended December 31, 2024. We settled a portion of the ATM forward sales agreement during the year ended December 31, 2024 by issuing 0.3 million shares of our common stock for net proceeds of $20.0 million, or $75.22 per share.

During the year ended December 31, 2025, we entered into multiple ATM forward sales agreements with financial institutions to sell shares of our common stock. Pursuant to these agreements, we sold 1.5 million shares of our common stock on a forward basis at a weighted average price of $71.83 per share, net of sales agent fees, which totaled $107.2 million. These ATM forward sales agreements mature in the first and second quarters of 2026 and qualify for equity treatment in accordance with GAAP.

During the year ended December 31, 2025, we partially settled our outstanding ATM forward sales agreements by issuing 1.6 million shares of our common stock at a weighted average forward price of $73.75 for total consideration of $116.0 million, net of sales agent fees.

As of December 31, 2025, we had the ability to access 0.6 million shares of our common stock at a weighted average price of $69.23 per share, net of sales agent fees, under remaining active ATM forward sales agreements, which mature in the second quarter of 2026, and represent $44.5 million of undrawn net proceeds. As of December 31, 2025, we had the ability to access $315.8 million through the issuance of common stock under our ATM equity program.

We use ATM equity program proceeds to rebalance our leverage in response to our acquisitions activity which keeps our alternatives flexible for financing further growth of our business. We have historically used proceeds from the ATM equity program for general corporate purposes, which may include future acquisitions and repayment of indebtedness including borrowings under our Credit Facility. We view our ATM equity program as an effective way to match-fund our smaller acquisitions by exercising control over the timing and size of transactions and achieving a more favorable cost of capital as compared to larger follow-on offerings.

Material Cash Requirements

As of January 31, 2026, we had $29.7 million in cash and cash equivalents on hand and $356.0 million of availability under our Credit Facility. Our expected material cash requirements for the 12-months ending December 31, 2026 and thereafter consist of long-term debt maturities, interest payments on our debt and other contractually obligated expenditures. We expect to meet our short-term liquidity needs largely through cash generated from operations, borrowings under our Credit Facility, settlements of ATM forward sales agreements and proceeds from the sale of real estate properties, although we may choose to seek alternative sources of liquidity. Should we have additional liquidity needs, we believe that we could access long-term financing in the debt and equity capital markets.

We believe our current liquidity position, supplemented by our ability to generate positive cash flows from operations in the future, and our low net leverage will be sufficient to meet all of our short-term and long-term financial commitments.

Contractual Obligations and Contingent Liabilities

A summary of our contractual obligations as of December 31, 2025 follows ($ in thousands):

Less than More than

Total 1 Year 1 - 3 Years 3 - 5 Years 5 Years

1 Interest was calculated based on the weighted average interest rate on the principal amounts outstanding on our debt as of December 31, 2025. The calculation also includes a facility fee of 0.25%.

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A summary of our loan commitments as of December 31, 2025 follows ($ in thousands):

Asset Type of Total

Class Commitment Commitments Funded Remaining

Carriage Crossing Senior Living

Mainstay Healthcare SHO Revolving Credit 350 (350) —

Montecito Medical Real Estate MOB Mezzanine Loan 20,389 (20,389) —

Senior Living Hospitality Group2 SHO Working Capital 5,000 (3,476) 1,524

Timber Ridge OpCo SHO Working Capital 5,000 — 5,000

1 Funding is contingent upon the operating performance of the respective facility.

2 This operator was formerly referred to as Watermark Retirement.

As of December 31, 2025, the total credit loss liabilities established for our unfunded loan commitments were $0.2 million. We estimate the 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.

A summary of our outstanding development commitments as of December 31, 2025 follows ($ in thousands):

Asset Type of Total

Class Commitment Commitments Funded Remaining

Juniper Communities, LLC SHO Renovation 750 — 750

Mainstay Healthcare SHO Renovation 250 — 250

Navion Senior Solutions SHO Renovation 1,000 (319) 681

Spring Arbor SHO Renovation 3,000 — 3,000

William James Group, LLC SHO Renovation 600 (505) 95

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A summary of our outstanding contingency commitments as of December 31, 2025 follows ($ in thousands):

Asset Type of Total

Class Contingency Commitments Funded Remaining

Acquisition

Compass Senior Living SHO consideration $ 2,750 $ — $ 2,750

Lease

IntegraCare SHO inducement 750 — 750

Lease

Capital Funding Commitments

Capital expenditures in our Real Estate Investments segment primarily relate to new investments of real estate properties. Our tenant leases typically require the tenant to pay property taxes and insurance, repairs and maintenance costs and a minimum amount of capital expenditures each year. As a result, we do not expect to incur material capital expenditures on our existing properties in the Real Estate Investments segment during the year ending December 31, 2026.

Capital expenditures in our SHOP segment primarily relate to improvements made in our senior housing communities. During the year ending December 31, 2026, we expect to fund approximately $18.4 million of capital expenditures related to existing properties in our SHOP segment from our operating cash flows and other existing liquidity sources.

We expect the capital expenditures of our consolidated partnerships will be funded from the NOI of the respective consolidated partnership and additional capital contributions from the respective partners.

Litigation

From time to time, we are 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 party to certain legal proceedings for which third parties, such as our tenants, managers and borrowers, 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 have no material adverse effect on our financial condition, results of operations or cash flows.

Non-GAAP Financial Measures

The supplemental performance measures described below may not be comparable to similarly titled measures used by other REITs. Consequently, our funds from operations (“FFO”), Normalized FFO and Normalized Funds Available for Distribution (“FAD”) may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of these performance measures, caution should be exercised when comparing our FFO, Normalized FFO and Normalized FAD to that of other REITs. These performance measures do not represent cash generated from operating activities in accordance with GAAP as they exclude the changes in operating assets and liabilities, and therefore should not be considered an alternative to net income as an indication of our performance or as an alternative to net cash flows from operating activities as determined in accordance with GAAP as a measure of our liquidity, and are not necessarily indicative of cash available to fund cash needs.

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Funds From Operations - FFO

Our FFO per diluted share for the year ended December 31, 2025 increased $0.10 per share, or 2.2%, as compared to the year ended December 31, 2024 primarily due to new investments completed since January 1, 2024, partially offset by dispositions of real estate properties since January 1, 2024. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is calculated using the two-class method with net income allocated to common stockholders and holders of unvested restricted stock awards by applying the respective weighted average shares outstanding during each period. The calculation of FFO begins with net income attributable to common stockholders (computed in accordance with GAAP) and excludes gains or losses on sales of real estate properties, impairments of real estate properties, and real estate depreciation and amortization after adjusting for unconsolidated partnerships and joint ventures, if any. FFO per diluted share attributable to common stockholders assumes the exercise of stock options and other potentially dilutive securities.

Our Normalized FFO per diluted share for the year ended December 31, 2025 increased $0.47 per share, or 10.7%, compared to the year ended December 31, 2024 primarily due to $12.4 million of non-cash write-offs of straight-line rents receivable related to the Discovery lease terminations in the year ended December 31, 2025 and $6.3 million of gains on forward equity sales agreements, net, in the year ended December 31, 2024. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but are not limited to including, impairments of non-real estate assets, gains or losses attributable to the acquisition and disposition of non-real estate assets and liabilities, and recoveries of previous write-downs.

FFO and Normalized FFO are important supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the realizable value of real estate assets diminishes predictably over time. Since real estate asset values instead have historically risen and fallen with market conditions, presentation of operating results for a REIT that uses historical cost accounting for depreciation could be less informative and should be supplemented with a performance measure such as FFO. The term FFO was designed by the REIT industry to address this issue.

Funds Available for Distribution - FAD

Our Normalized FAD for the year ended December 31, 2025 increased $27.9 million, or 13.7%, compared to the year ended December 31, 2024. In addition to the adjustments made to net income attributable to common stockholders that are included in the calculation of Normalized FFO, Normalized FAD excludes the impact of straight-line rent revenue adjustments and the amortization of debt issuance costs and discounts. We also adjust Normalized FAD for the net change in our credit loss reserves, non-cash share-based compensation expense, SHOP capital expenditures, as well as certain non-cash items related to our equity method investment, such as straight-line lease expense and amortization of purchase accounting adjustments. Normalized FAD for the year ended December 31, 2025 includes an adjustment for transaction costs incurred related to a large SHOP transaction that did not materialize. Approximately $0.6 million of this adjustment related to amounts that were capitalized in other assets, net, on our consolidated balance sheet as of December 31, 2024.

Normalized FAD is an important supplemental performance measure for a REIT and a useful measure of liquidity as an indicator of our ability to distribute dividends to our stockholders. GAAP requires a lessor to recognize contractual lease payments as income on a straight-line basis over the expected term of the lease. This straight-line rent adjustment has the effect of reporting rental income that is significantly more or less than the contractual cash flows received pursuant to the terms of our lease agreements. GAAP also requires any discount or premium related to indebtedness and debt issuance costs to be amortized as non-cash adjustments to earnings.

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The following table reconciles our net income attributable to common stockholders, the most directly comparable GAAP financial measure, to NAREIT FFO, Normalized FFO and Normalized FAD and provides supplemental information on basic and diluted earnings per share using these metrics ($ in thousands, except per share amounts):

Year Ended December 31,

Elimination of certain non-cash items in net income:

Gains on sales of real estate properties, net (456) (6,678) (14,721)

Impairments of real estate properties — 654 1,642

Non-cash write-offs of straight-line rents receivable 12,350 1,452 —

Non-cash rental income related to operations

transfers upon early lease terminations (1,375) — —

Other non-cash rental income — — (2,500)

Proxy contest and related expenses 1,572 — —

Gains on forward equity sales agreements, net — (6,261) —

Loss on early retirement of debt — — 73

Gains on operations transfers, net — — (20)

Straight-line rent revenue adjustments (5,085) (4,483) (6,961)

Adjustments related to equity method investment, net (1,219) (1,863) (1,647)

Gains from equity method investment (3,664) (402) (555)

Equity method investment capital expenditures (671) (293) (210)

Equity method investment non-refundable fees received 2,339 1,357 1,327

Notes receivable credit (benefit) loss expense (3,447) 4,641 (266)

Transaction costs 1,164 — —

Basic:

NAREIT FFO attributable to common stockholders per share $ 4.66 $ 4.58 $ 4.39

Diluted:

NAREIT FFO attributable to common stockholders per share $ 4.65 $ 4.55 $ 4.39

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Adjusted EBITDA

We consider Adjusted EBITDA to be an important supplemental financial measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, income taxes, depreciation and amortization, excluding impairments of real estate properties and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods. These items include, but are not limited to, impairments of non-real estate assets, gains or losses on disposition of assets and liabilities, and recoveries of previous write-downs on mortgages and other notes. Adjusted EBITDA also includes our proportionate share of an unconsolidated equity method investment presented on a similar basis. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies. Adjusted EBITDA reflect GAAP interest expense, which excludes amounts capitalized during the period.

The following table reconciles our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA ($ in thousands):

Year Ended December 31,

Franchise, excise and other taxes 1,080 38 449

Write-offs of straight-line rents receivable 12,141 1,452 —

Non-cash rental income related to operations

transfers upon early lease terminations (1,375) — —

Notes receivable credit (benefit) loss expense (3,447) 4,641 (266)

Gains on sales of real estate properties, net (456) (6,678) (14,721)

Loss on early retirement of debt — — 73

Gains on forward equity sales agreements, net — (6,261) —

Other non-cash rental income — — (2,500)

Write-offs of transaction costs 608 — —

Gains on operations transfers, net — — (20)

NHI’s share of EBITDA adjustments for

unconsolidated subsidiaries — 719 2,432

Impairments of real estate properties — 654 1,642

Principal payments on debt, excluding

Fixed charge coverage 5.3x 4.6x 4.5x

1 Interest expense at contractual rates includes capitalized interest in the table above.

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Net Operating Income

NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. We define NOI as total revenues, less tenant reimbursements and property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of real estate assets at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations to our segments and to assess the property level performance of our investment portfolios.

The following table reconciles our net income, the most directly comparable GAAP financial measure, to NOI ($ in thousands):

Year Ended December 31,

Franchise, excise and other taxes 1,080 38 449

Proxy contest and related expenses 1,572 — —

Gains on sales of real estate properties, net (456) (6,678) (14,721)

Gains from equity method investment (3,664) (402) (555)

Gains on forward equity sales agreements, net — (6,261) —

Loss on early retirement of debt — — 73

Gains on operations transfers, net — — (20)

Other income — — (202)

The following table provides a summary of our NOI by segment ($ in thousands):

Year Ended December 31,

Non-segment / corporate — 468 351

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to risks related to fluctuations in market interest rates that affect our indebtedness and our mortgage and other notes receivable. As of December 31, 2025, we had $329.0 million of principal amounts outstanding on indebtedness and $496.0 million of availability under our Credit Facility that are subject to variable interest rates.

We have historically used derivative financial instruments in the normal course of our business to mitigate interest rate risk. We do not use derivative financial instruments for speculative or trading purposes. We currently have no derivative financial instruments, but may engage in hedging strategies to manage our exposure to interest rate risk in the future depending on our analysis of the current interest rate environment and the costs and risks of such strategies.

Interest rate fluctuations generally will not affect our future results of operations or cash flows associated with our debt, mortgages and other notes at fixed interest rates unless these financial instruments mature or are otherwise terminated and we are seeking new borrowings or to refinance these borrowings. However, interest rate fluctuations will affect the fair values of our fixed rate financial instruments from period to period. Conversely, changes in interest rates related to our variable rate debt, mortgages and other notes will impact our future results of operations and cash flows but will not significantly affect the fair values of those financial instruments from period to period. Assuming a 50 basis point (“bps”) increase or decrease in the interest rates on the principal amounts due on our variable rate debt outstanding as of December 31, 2025 and assuming the amounts outstanding did not change during the period, our interest expense would increase or decrease annually by approximately $1.6 million.

The following table provides a summary of the interest rates on our debt ($ in thousands):

Weighted Weighted

Principal % of Average Principal % of Average

Amount Total Interest Amount Total Interest

Outstanding Debt Rate Outstanding Debt Rate

Fixed rate debt:

Fannie Mae term loans - secured, non-recourse — — % — % 75,815 6.6 % 3.96 %

Variable rate debt:

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The following table provides a summary of the sensitivity of our fixed rate debt as of December 31, 2025 to changes in market interest rates ($ in thousands):

Principal Fair Value

Amount Fair After 50 bps After 50 bps

Outstanding Value Decrease Increase

Substantially all of our investments in mortgages and other notes are negotiated at fixed interest rates. As of December 31, 2025, the principal amounts outstanding on these investments totaled $218.7 million and the estimated fair values, discounted for the change in the risk-free interest rate, totaled $201.5 million. A 50 bps increase in market interest rates as of December 31, 2025 would decrease the total estimated fair values of our mortgage and other notes receivable by approximately $74.7 million and a 50 bps decrease in market interest rates would increase the estimated fair values of our mortgage and other notes receivable by approximately $203.6 million.

Inflation Risk

Our tenant leases generally provide for annual escalators in contractual rent due to us based on a fixed rate of increase or a variable index, such as CPI. Our tenant leases which are subject to an annual escalator based on CPI may also contain a minimum or maximum cap on the annual increase. Substantially all of our leases include a provision that requires the tenant to pay the operating expenses of the respective property, whether paid directly by the tenant or reimbursed to us. We believe that inflationary increases experienced by us will be at least partially offset by the contractual rent increases and operating expense reimbursements described above.

In addition, inflation, both real and anticipated, as well as any resulting government policies have affected and could continue to adversely affect the costs of labor, goods and services experienced by our operators in the SHOP segment. In periods of inflation, the increases in operating costs experienced by our operators could exceed the corresponding increases in revenues which may adversely affect our operators’ and borrowers’ ability to make rent and loan payments to us under the terms of the agreements. Additionally, our financial condition and results of operations may be adversely affected by any shortfall experienced by our operators during periods of inflation.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

National Health Investors, Inc.

Murfreesboro, Tennessee

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of National Health Investors, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

ATM Forward Sale Agreements

As described in Notes 2 and 11 of the Company’s consolidated financial statements, the Company has entered into ATM forward sale agreements relating to shares of its common stock through its at-the-market equity program. The forward sale price that the Company will receive upon settlement of the ATM forward sale agreements 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 ATM forward sale agreements. The ATM forward sale agreements qualified for equity treatment on the consolidated balance sheet as of December 31, 2025.

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We identified the evaluation of the terms and conditions to determine the classification and recognition of certain of the ATM forward sale agreements as a critical audit matter. Auditing the classification and recognition based on the terms and conditions of these ATM forward sale agreements was especially challenging due to the inherent complexities of the agreements and relevant accounting guidance. Auditing these elements required an increased level of audit effort, including the involvement of professionals with specialized skill and knowledge in the relevant technical accounting.

The primary procedures we performed to address this critical audit matter included:

•Inspecting certain underlying ATM forward sale agreements to understand the relevant terms.

•Utilizing firm personnel with expertise in the relevant technical accounting to assist in evaluating the Company’s application of the relevant technical accounting for certain of the ATM forward sale agreements.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2004.

Nashville, Tennessee

February 26, 2026

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NATIONAL HEALTH INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

($ in thousands, except per share amounts)

December 31,

Assets:

Real estate properties:

Buildings, building improvements and intangible assets 3,055,866 2,751,071

Less: Accumulated depreciation and amortization (821,982) (742,295)

Mortgage and other notes receivable, net of credit loss reserves of

Assets held for sale, net 3,562 —

Liabilities and Equity:

Liabilities:

Accounts payable and other liabilities 43,734 37,757

Commitments and contingencies

Redeemable noncontrolling interest 10,195 9,790

Equity:

National Health Investors, Inc. stockholders’ equity:

Common stock, $0.01 par value per share; 100,000,000 shares authorized;

Total National Health Investors, Inc. stockholders’ equity 1,521,543 1,366,475

1The consolidated balance sheets included the following amounts related to our consolidated variable interest entities: $403.4 million and $505.9 million of real estate properties, net; $9.1 million and $9.7 million of cash and cash equivalents; $0.6 million and $10.0 million of straight-line rents receivable; $4.2 million and $7.5 million of other assets, net; and $5.5 million and $5.7 million of accounts payable and other liabilities as of December 31, 2025 and 2024, respectively.

See the accompanying notes to the consolidated financial statements.

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NATIONAL HEALTH INVESTORS, INC.

CONSOLIDATED STATEMENTS OF INCOME

($ in thousands, except per share amounts)

Year Ended December 31,

Revenues:

Expenses:

Franchise, excise and other taxes 1,080 38 449

Proxy contest and related 1,572 — —

Gains on operations transfers, net — — 20

Gains on sales of real estate properties, net 456 6,678 14,721

Loss on early retirement of debt — — (73)

Gains on forward equity sales agreements, net — 6,261 —

Other income — — 202

Add: Net loss attributable to noncontrolling interests 1,390 1,346 1,273

Weighted average common shares outstanding:

Earnings per share:

See the accompanying notes to the consolidated financial statements.

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NATIONAL HEALTH INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

Year Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by

operating activities:

Amortization of commitment fees and notes receivable discounts (920) (116) (412)

Amortization of debt issuance costs and discounts 3,427 3,783 2,647

Payments of lease incentives — — (10,000)

Non-cash rental income related to operations transfers

upon early lease terminations (1,375) — —

Other non-cash rental income — — (2,500)

Non-cash changes in straight-line rents receivable 7,265 (3,031) (6,961)

Non-cash lease incentives recognized as interest and other income — (100) —

Gains on sales of real estate properties, net (456) (6,678) (14,721)

Gains from equity method investment (3,664) (402) (555)

Loss on early retirement of debt — — 73

Gains on forward equity sales agreements, net — (6,261) —

Changes in operating assets and liabilities:

Cash flows from investing activities:

Proceeds from sales of real estate properties — 6,179 57,031

Investments in mortgage and other notes receivable (71,110) (60,412) (35,625)

Payments received on mortgage and other notes receivable 92,331 19,447 13,465

Distributions from equity method investment 3,664 402 3,055

Cash flows from financing activities:

Borrowings on bank term loan — — 200,000

Proceeds from issuance of senior notes 346,161 — —

Proceeds from issuance of common shares, net 181,533 142,394 —

Payments of equity issuance costs (767) (930) —

Capital contributions from noncontrolling interests 1,746 1,170 2,973

Distributions paid to noncontrolling interests (917) (1,151) (1,280)

Taxes paid related to net settlement of stock incentive awards (456) (5,819) —

See the accompanying notes to the consolidated financial statements.

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NATIONAL HEALTH INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

($ in thousands)

Year Ended December 31,

Supplemental disclosures of cash flow information:

Supplemental disclosures of non-cash investing and financing activities:

Assets received upon early lease terminations 1,375 — —

Changes in other assets related to sales of real estate properties — — 325

Changes in accounts payable related to debt issuance costs — 189 —

Increases in notes receivable from sales of real estate properties — 9,000 2,249

See the accompanying notes to the consolidated financial statements.

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NATIONAL HEALTH INVESTORS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

($ in thousands except per share amounts)

Capital in

Common Stock Excess of Retained Cumulative Noncontrolling Total

Shares Amount Par Value Earnings Dividends Interests Equity

Net income (loss), excluding a net loss of $1,091

attributable to redeemable noncontrolling interest — — — 135,654 — (182) 135,472

NHI US Equity

NHI · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NHI US Equity☆

NHI · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NHI US Equity