National HealthCare Corporation (NYSE: NHC) announced that its wholly-owned subsidiary NHC/OP, L.P. entered into an agreement on May 14, 2026, to purchase five skilled nursing facilities for $50.5 million.

The facilities include four locations in Tennessee and one in South Carolina, currently operated under management agreements with National Health Corporation, a Tennessee-based entity owned by the National Health Corporation Leveraged Employee Stock Ownership Plan.

The purchase price is subject to adjustments for net book value of certain assets and liabilities related to the facilities, as well as unpaid management fees. The buyer will make a $750,000 deposit within three business days of the agreement date.

The transaction includes an escrow arrangement where $2.0 million of the purchase price will be held by a third-party agent for 12 months following closing to cover potential indemnification claims.

The buyer has an inspection period lasting until June 16, 2026, or the closing date, whichever comes first, during which it can terminate the agreement for any reason. The deposit remains refundable during this period.

Closing is expected in the second quarter of 2026, contingent on various conditions including receipt of government authorizations for operating license transfers. The buyer may choose to close before receiving such authorizations through an interim management arrangement.

The seller owns approximately 6.6% of NHC's outstanding common stock as of March 13, 2026. A special subcommittee of non-interested directors from NHC's audit committee reviewed and unanimously approved the transaction.

Upon closing, existing management agreements between the facilities and NHC subsidiaries will be terminated.