NHI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-10

• •We are exposed to risks related to government regulations and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on the businesses of our tenants, borrowers and managers;

• •The cash flows of our tenants, borrowers and managers may be adversely affected by increased liability claims and liability insurance costs;

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

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

• •We may not be able to successfully redeploy the net proceeds from the sale of the National HealthCare Corporation (“NHC”) properties in a manner that generates comparable returns.

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

• •A member of our board of directors is also the chairperson of the board of directors of National HealthCare Corporation (“NHC”), and his interests may differ from those of our stockholders;

• •We are exposed to risks related to government regulations and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on the businesses of our tenants, managers and borrowers;

• •The cash flows of our tenants, managers and borrowers may be adversely affected by increased liability claims and liability insurance costs;

• •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;

Text added vs the prior filing · source: 10-Q · 2026-08-10

• We are exposed to risks related to fluctuations in market interest rates that affect our indebtedness and our mortgage and other notes receivable. Substantially all of our mortgages and other notes have been negotiated at fixed interest rates.

• Assuming a 50 basis point (“bps”) increase or decrease in interest rates on the principal amounts of our variable rate debt outstanding as of June 30, 2026 and also assuming the amounts outstanding did not change during the period, our interest expense would increase or decrease annually by approxim…

• The following table provides a summary of the sensitivity of our fixed rate debt as of June 30, 2026 to changes in market interest rates ($ in thousands):

• As of June 30, 2026, the principal amounts of our mortgage and other notes receivable totaled $224.5 million and the estimated fair values of these investments, discounted for the change in the risk-free interest rate, totaled $205.4 million. A 50 bps increase in market interest rates as of June 30,…

• Our tenant leases generally provide for annual escalators in the contractual amounts of base rent due to us which are calculated using a fixed rate of increase or a variable index, such as the consumer price index (“CPI”). The terms of our lease agreements may also include a minimum or maximum cap o…

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

• 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 March 31, 2026, we had $434.0 million of principal amounts outstanding on indebtedness and $391.0 million of availability under our Credit Facility…

• The following table provides a summary of the sensitivity of our fixed rate debt as of March 31, 2026 to changes in market interest rates ($ in thousands):

• Substantially all of our investments in mortgages and other notes are negotiated at fixed interest rates. As of March 31, 2026, the principal amounts outstanding on these investments totaled $221.3 million and the estimated fair values, discounted for the change in the risk-free interest rate, total…

• 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 the consumer price index (“CPI”). Our tenant leases which are subject to an annual rent escalator based on CPI may also contain a minimum or maximum …

• 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 · 2026-08-10

• We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accum…

• As required by Rules 13a-15(f) and 15d-15(f) of the Exchange Act, we performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and the CFO, of the effectiveness of the design and operation of our disclosure controls and …

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

• As of March 31, 2026, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(e) a…

• There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Text removed 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…

Text added vs the prior filing · source: 10-Q · 2026-08-10

• During the six months ended June 30, 2026, none of our directors or Section 16 officers adopted, modified or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as such terms are defined in Item 408(a) of Regulation S-K.

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

• None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2026.