NHI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-04

• •We may be unable to replace our managers if the management agreements are terminated or not renewed;

• •Actual or perceived risks associated with pandemics, epidemics or outbreaks have had, and may in the future have, a material adverse effect on our operators’ businesses and results of operations;

• •Significant legal or regulatory proceedings could adversely affect the liquidity, financial condition and results of operations of our tenants, managers and borrowers;

• •We may not be fully indemnified by our tenants, managers and borrowers against future litigation;

• •Risks related to our joint venture investments could adversely affect our financial condition and results of operations;

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• •Actual or perceived risks associated with pandemics, epidemics or outbreaks have had and may in the future have a material adverse effect on our managers’, tenants’ and borrowers’ business and results of operations;

• •We are exposed to the risk that we may not be fully indemnified by our tenants, managers and borrowers against future litigation;

• •We are exposed to risks associated with our investment in Timber Ridge OpCo, LLC (“Timber Ridge Opco”), including our lack of sole decision-making authority, our reliance on the financial condition of other interests and related healthcare operations of the entity;

• •Settlement provisions contained in any forward sales agreements we may have entered into could result in substantial dilution to our earnings per share or result in substantial cash payment obligations;

• •In case of our bankruptcy or insolvency, any forward sales agreements in effect will automatically terminate, and we would not receive the expected proceeds from such forward sales of shares of our common stock;

Text added vs the prior filing · source: 10-Q · 2026-05-04

• 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 managers in the SHOP segment. In periods of inflation, the increases in operating costs exp…

Text added vs the prior filing · source: 10-Q · 2026-05-04

• Failure to complete the pending sale of the NHC properties could have an adverse effect on our business.

• The consummation of the sale of our entire portfolio of real estate properties leased to NHC is subject to the satisfaction or waiver of a number of conditions, including, but not limited to, the expiration or termination of the applicable waiting period and any extensions thereof under the Hart-Sco…

• The market price of our common stock may decline as a result of the sale of the NHC properties.

• The announcement and pendency of the sale of the NHC properties may cause disruptions to our business and operations. The sale, if consummated, will result in the disposition of a significant portion of our investment portfolio, which could adversely affect our financial condition, results of operat…

• We may not be able to successfully redeploy the net proceeds from the sale of the NHC properties in a manner that generates comparable returns.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Stockholder activism efforts could cause us to incur substantial costs, divert management’s attention and have an adverse effect on our business.

• Activist investors have engaged, and may in the future engage, in proxy solicitations, advance shareholder proposals or may otherwise attempt to affect changes or acquire control over us. Responding to such investor activism can be costly and time-consuming, and can divert the attention of our Board…

• A small number of tenants in our investments portfolio account for a significant percentage of the rental income we expect to generate from the portfolio, and the failure of any of our tenants to meet their obligations to us could materially and adversely affect our business, financial condition, re…

• The successful performance of our real estate investments is materially dependent on the financial stability of our tenants and operators. For the year ended December 31, 2024, approximately 40% of our total revenues was generated from three tenants, including 16% from Senior Living, 12% from NHC an…

• Payment or other tenant defaults, the failure of tenants to meet their other obligations to us or a decline in the operating performance by any of these tenants or our other tenants and operators could materially and adversely affect our business, financial condition and results of operations and al…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• On October 31, 2025, we amended each of the Credit Facility and the Bank Term Loan to remove the 0.10% credit spread adjustment applicable to the SOFR interest rates, which will result in an effective decrease of 0.10% of the applicable interest rates with respect to the Credit Facility and Bank Ter…