nhc20260930_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-13489

(Exact name of registrant as specified in its Charter)

Delaware	52-2057472
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

100 E. Vine Street

Murfreesboro, TN

37130

(Address of principal executive offices)

(Zip Code)

(615) 890–2020

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbols(s)

Name of each exchange on which

registered

Common, $0.01 par value

NHC

NYSE American

Indicate by check mark whether the registrant: (1) Has filed all reports required to be filed by Section 13 or 15(d), of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☒	Accelerated filer ☐

Non–accelerated filer ☐	Smaller reporting company ☐

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as is defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

15,664,304 shares of common stock of the registrant were outstanding as of November 2, 2026.

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PART I. FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	42

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended September 30						Nine Months Ended September 30
	2026			2025			2026			2025

Revenues:
Net patient revenues	$	397,446		$	370,989		$	1,145,610		$	1,095,945
Other revenues		10,525			11,672			52,207			35,323
Net operating revenues		407,971			382,661			1,197,817			1,131,268

Cost and expenses:
Salaries, wages, and benefits		251,937			233,176			728,913			687,840
Other operating		99,461			96,604			285,173			281,004
Facility rent		1,365			11,345			24,548			34,038
Depreciation and amortization		14,576			11,158			37,363			33,151
Total costs and expenses		367,339			352,283			1,075,997			1,036,033

Income from operations		40,632			30,378			121,820			95,235

Other income (expense):
Non–operating income		3,637			4,660			11,566			13,871
Interest expense		(6,991	)		(1,456	)		(7,273	)		(5,555	)
Unrealized gains/(losses) on marketable equity securities		(17,599	)		20,827			(7,610	)		26,748

Income before income taxes		19,679			54,409			118,503			130,299
Income tax provision		(5,498	)		(13,400	)		(27,682	)		(32,887	)
Net income		14,181			41,009			90,821			97,412
Net income attributable to noncontrolling interest		(544	)		(1,770	)		(1,008	)		(2,246	)

Net income attributable to National HealthCare Corporation	$	13,637		$	39,239		$	89,813		$	95,166

Earnings per share attributable to National HealthCare Corporation stockholders:
Basic	$	0.87		$	2.53		$	5.76		$	6.15
Diluted	$	0.85		$	2.50		$	5.66		$	6.10

Weighted average common shares outstanding:
Basic		15,638,814			15,484,464			15,599,724			15,461,804
Diluted		15,964,895			15,664,530			15,866,957			15,613,505

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income

(unaudited – in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2026			2025			2026			2025

Net income	$	14,181		$	41,009		$	90,821		$	97,412

Other comprehensive income/(loss):
Unrealized gains/(losses) on investments in marketable debt securities		(1,866	)		868			(3,444	)		3,543
Reclassification adjustment for realized (gains)/losses on sales of marketable debt securities		(1,337	)		11			(1,326	)		663
Income tax (expense)/benefit related to items of other comprehensive income		463			(124	)		702			(619	)
Other comprehensive income/(loss), net of tax		(2,740	)		755			(4,068	)		3,587

Net income attributable to noncontrolling interest		(544	)		(1,770	)		(1,008	)		(2,246	)

Comprehensive income attributable to National HealthCare Corporation	$	10,897		$	39,994		$	85,745		$	98,753

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2026			December 31, 2025
	unaudited
Assets
Current Assets:
Cash and cash equivalents	$	66,795		$	92,829
Restricted cash and cash equivalents, current portion		18,315			18,118
Marketable equity securities		154,530			162,972
Restricted marketable equity securities		19,153			17,197
Restricted marketable debt securities, current portion		17,814			18,062
Accounts receivable		129,748			139,002
Inventories		8,658			7,795
Prepaid expenses and other assets		4,817			5,845
Total current assets		419,830			461,820

Property and Equipment:
Property and equipment, at cost		1,962,802			1,308,891
Accumulated depreciation and amortization		(672,783	)		(635,094	)
Net property and equipment		1,290,019			673,797

Other Assets:
Restricted cash and cash equivalents, less current portion		1,211			1,240
Restricted marketable debt securities, less current portion		96,381			105,231
Deposits and other assets		8,778			7,478
Operating lease right-of-use assets		16,096			47,778
Goodwill		170,478			170,478
Intangible assets		20,364			19,864
Investments in unconsolidated companies		45,039			38,733
Total other assets		358,347			390,802
Total assets	$	2,068,196		$	1,526,419

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets (continued)

(in thousands, except share and per share amounts)

	September 30, 2026			December 31, 2025
	unaudited
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable	$	22,432		$	22,767
Operating lease liabilities, current portion		2,644			33,611
Accrued payroll		122,405			103,917
Amounts due to third party payors		15,563			13,739
Accrued risk reserves, current portion		36,129			36,180
Other current liabilities		50,507			25,977
Dividends payable		10,495			9,941
Long-term debt, current portion		23,750			7,500
Total current liabilities		283,925			253,632

Long-term debt		478,313			32,500
Operating lease liabilities, less current portion		13,662			13,461
Accrued risk reserves, less current portion		90,636			85,415
Refundable entrance fees		6,526			6,178
Deferred income taxes		41,166			42,687
Other noncurrent liabilities		22,750			18,031
Total liabilities		936,978			451,904

Equity:
Common stock, $.01 par value; 45,000,000 shares authorized; 15,664,304 and 15,536,427 shares, respectively, issued and outstanding		156			155
Capital in excess of par value		237,791			236,412
Retained earnings		891,820			832,984
Accumulated other comprehensive loss		(4,847	)		(779	)
Total National HealthCare Corporation stockholders’ equity		1,124,920			1,068,772
Noncontrolling interest		6,298			5,743
Total equity		1,131,218			1,074,515
Total liabilities and equity	$	2,068,196		$	1,526,419

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(unaudited – in thousands)

	Nine Months Ended September 30
	2026			2025
Cash Flows From Operating Activities:
Net income	$	90,821		$	97,412
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		37,363			33,151
Equity in losses/(earnings) of unconsolidated investments		866			(512	)
Distributions from unconsolidated investments		812			616
Unrealized (gains)/losses on marketable equity securities		7,610			(26,748	)
Realized gains on sale of marketable securities		(1,023	)		(872	)
Gain on sale of property and equipment		-			(3,606	)
Deferred income taxes		(819	)		2,600
Stock–based compensation		5,285			3,499
Changes in operating assets and liabilities:
Accounts receivable		15,516			2,877
Inventories		(525	)		1,195
Prepaid expenses and other assets		451			2,582
Operating lease obligations		916			524
Trade accounts payable		(2,064	)		(2,926	)
Accrued payroll		15,203			17,272
Amounts due to third party payors		1,824			(291	)
Accrued risk reserves		5,170			10,416
Other current liabilities		22,828			30,250
Other noncurrent liabilities		4,719			832
Net cash provided by operating activities		204,953			168,271
Cash Flows From Investing Activities:
Purchases of property and equipment		(35,654	)		(26,049	)
Acquisition of skilled nursing facilities and other assets		(54,698	)		-
Acquisition of real estate assets		(564,340	)		-
Investments in unconsolidated companies		(7,983	)		(3,123	)
Purchases of marketable securities		(18,456	)		(56,953	)
Proceeds from sale of marketable securities		22,683			64,689
Collections of notes receivable		-			512
Net cash used in investing activities		(658,448	)		(20,924	)
Cash Flows From Financing Activities:
Borrowings under term loan and credit facility		530,000			-
Repayments under credit facility		(67,937	)		(63,875	)
Dividends paid to common stockholders		(30,423	)		(28,773	)
Issuance of common shares		20,766			9,415
Repurchase of common shares		(24,672	)		(9,566	)
Noncontrolling interest distributions		(453	)		-
Entrance fee deposits		348			64
Net cash provided by/(used in) financing activities		427,629			(92,735	)
Net Increase/(Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		(25,866	)		54,612
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period		112,187			96,922
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period	$	86,321		$	151,534

Balance Sheet Classifications:
Cash and cash equivalents	$	66,795		$	130,629
Restricted cash and cash equivalents		19,526			20,905
Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	$	86,321		$	151,534

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share and per share amounts)

(unaudited)

For the nine months ended September 30, 2026:

	Common Stock
	Shares			Amount		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interest			Total Stockholders' Equity
Balance at January 1, 2026		15,536,427		$	155	$	236,412		$	832,984		$	(779	)	$	5,743		$	1,074,515
Net income		–			–		–			35,857			–			246			36,103
Distributions attributable to noncontrolling interest		–			–		–			–			–			(324	)		(324	)
Other comprehensive loss		–			–		–			–			(919	)		–			(919	)
Stock–based compensation		–			–		1,280			–			–			–			1,280
Shares sold – options exercised		168,497			1		12,268			–			–			–			12,269
Repurchase of common shares		(97,720	)		–		(16,321	)		–			–			–			(16,321	)
Dividends declared to common stockholders ($0.64 per share)		–			–		–			(9,989	)		–			–			(9,989	)
Balance at March 31, 2026		15,607,204		$	156	$	233,639		$	858,852		$	(1,698	)	$	5,665		$	1,096,614
Net income		–			–		–			40,319			–			218			40,537
Distributions attributable to noncontrolling interest		–			–		–			–			–			(129	)		(129	)
Other comprehensive loss		–			–		–			–			(409	)		–			(409	)
Stock–based compensation		–			–		1,986			–			–			–			1,986
Shares sold – options exercised		93,422			–		7,190			–			–			–			7,190
Repurchase of common shares		(39,231	)		–		(7,240	)		–			–			–			(7,240	)
Dividends declared to common stockholders ($0.67 per share)		–			–		–			(10,493	)		–			–			(10,493	)
Balance at June 30, 2026		15,661,395		$	156	$	235,575		$	888,678		$	(2,107	)	$	5,754		$	1,128,056
Net income		–			–		–			13,637			–			544			14,181
Other comprehensive loss		–			–		–			–			(2,740	)		–			(2,740	)
Stock–based compensation		–			–		2,019			–			–			–			2,019
Shares sold – options exercised		7,600			–		1,308			–			–			–			1,308
Repurchase of common shares		(4,691	)		–		(1,111	)		–			–			–			(1,111	)
Dividends declared to common stockholders ($0.67 per share)		–			–		–			(10,495	)		–			–			(10,495	)
Balance at September 30, 2026		15,664,304		$	156	$	237,791		$	891,820		$	(4,847	)	$	6,298		$	1,131,218

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For the nine months ended September 30, 2025:

	Common Stock
	Shares			Amount		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interest		Total Stockholders' Equity
Balance at January 1, 2025		15,450,003		$	154	$	232,530		$	752,193		$	(4,716	)	$	3,002	$	983,163
Net income		–			–		–			32,205			–			85		32,290
Other comprehensive income		–			–		–			–			1,390			–		1,390
Stock–based compensation		–			–		1,027			–			–			–		1,027
Shares sold – options exercised		32,262			–		1,278			–			–			–		1,278
Repurchase of common shares		(17,409	)		–		(1,722	)		–			–			–		(1,722	)
Dividends declared to common stockholders ($0.61 per share)		–			–		–			(9,444	)		–			–		(9,444	)
Balance at March 31, 2025		15,464,856		$	154	$	233,113		$	774,954		$	(3,326	)	$	3,087	$	1,007,982
Net income		–			–		–			23,722			–			391		24,113
Other comprehensive income		–			–		–			–			1,442			–		1,442
Stock–based compensation		–			–		1,233			–			–			–		1,233
Shares sold – options exercised		77,689			–		5,184			–			–			–		5,184
Repurchase of common shares		(43,372	)		–		(4,662	)		–			–			–		(4,662	)
Dividends declared to common stockholders ($0.64 per share)		–			–		–			(9,909	)		–			–		(9,909	)
Balance at June 30, 2025		15,499,173		$	154	$	234,868		$	788,767		$	(1,884	)	$	3,478	$	1,025,383
Net income		–			–		–			39,239			–			1,770		41,009
Other comprehensive income		–			–		–			–			755			–		755
Stock–based compensation		–			–		1,239			–			–			–		1,239
Shares sold – options exercised		43,894			–		2,953			–			–			–		2,953
Repurchase of common shares		(27,957	)		–		(3,182	)		–			–			–		(3,182	)
Dividends declared to common stockholders ($0.64 per share)		–			–		–			(9,930	)		–			–		(9,930	)
Balance at September 30, 2025		15,515,110		$	154	$	235,878		$	818,076		$	(1,129	)	$	5,248	$	1,058,227

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

Note 1 – Description of Business

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of September 30, 2026, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,323 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

Note 2 – Summary of Significant Accounting Policies

The listing below is not intended to be a comprehensive list of all our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. generally accepted accounting principles (“GAAP”), with limited need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited December 31, 2025 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2025 consolidated financial statements are available at our web site: www.nhccare.com.

Basis of Presentation

The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of all entities controlled by NHC. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to NHC and the noncontrolling interest in its consolidated statements of operations.

We assume that users of these interim financial statements have read or have access to the audited December 31, 2025 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons.

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires 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. Actual results could differ from those estimates and could cause our reported net income to vary significantly from period to period.

Net Patient Revenues and Accounts Receivable

Net patient revenues are derived from services rendered to patients for skilled and intermediate nursing, rehabilitation therapy, assisted living and independent living, home health care services, hospice services, and behavioral health services. Net patient revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient services. These amounts are due from patients, governmental programs, and other third-party payors, and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations.

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The Company recognizes revenue as its performance obligations are completed. Routine services are treated as a single performance obligation satisfied over time as services are rendered. These routine services represent a bundle of services that are not capable of being distinct. The performance obligations are satisfied over time as the patient simultaneously receives and consumes the benefits of the healthcare services provided. Additionally, there may be ancillary services which are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time when those services are rendered.

We determine the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. We utilize the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. We constrain the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from our estimates, we adjust these estimates, which would affect net revenue in the period such variances become known.

Other Revenues

Other revenues include revenues from the provision of insurance services to other healthcare providers, management and accounting services to other healthcare providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements.

We recognize rental income based on the terms of our operating leases. Under certain of our leases, we receive variable rent, which is based on the increase in revenues of a lessee over a base year. We recognize variable rent annually or monthly, as applicable, when, based on the actual revenue of the lessee is earned.

During the second quarter of 2026, we recognized management fees of $18,325,000 previously earned for management services prior to 2025, but these management fees were not previously recognized as such revenues. These revenues did not previously meet the recognition criteria of ASC Topic 606, Revenue from Contracts with Customers, because the underlying consideration was constrained. Upon the acquisition of the five skilled nursing facilities from National Health Corporation on June 1, 2026, and as noted in Note 3 - Acquisitions, the revenue recognition criteria was met and the management fees were paid and recognized in the current period.

Segment Reporting

In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.

Other Operating Expenses

Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance.

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity. The fair value of the land contributed to the new entity was $5,625,000. The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000. The gain has been included in the interim condensed consolidated statements of operations as a reduction of "other operating expenses."

General and Administrative Costs

With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation, which were $8,721,000 and $26,502,000 for the three and nine months ended September 30, 2026, respectively. General and administrative costs were $8,117,000 and $25,463,000 for the three and nine months ended September 30, 2025, respectively.

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Long-Term Leases

The Company’s lease portfolio primarily consists of operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare and hospice offices, regional offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.

The Company records right-of-use assets and liabilities for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are not recorded and are expensed on a straight-line basis over the lease term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases.

Operating lease right-of-use assets and liabilities are recorded at the present value of the lease payments over the lease term. The present value of the lease payments are discounted using the incremental borrowing rate associated with each lease. The variable components of the lease payment that fluctuate with the operations of a health facility are not included in determining the right-of-use assets and lease liabilities. Rather, these variable components are expensed as incurred.

Property and Equipment

Property and equipment are recorded at cost or fair value, if acquired. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.

Investments in Unconsolidated Companies

We use the equity method to account for our investments in joint ventures in which we have the ability to exercise significant influence. Original investments in these entities are recorded at cost and subsequently adjusted by our share of equity in income or losses. As of September 30, 2026, the majority of our investments in unconsolidated companies relate to two multi-family developments in Franklin, Tennessee and Hermitage, Tennessee.

Business Combinations

We account for transactions that represent business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. In determining the fair value of identifiable assets, we use various valuation techniques. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test. We perform our annual goodwill impairment assessment on the first day of the fourth quarter. Tests are performed more frequently if events occur, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The Company’s indefinite-lived intangible assets consist of trade names and certificates of need and licenses. The Company reviews indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset is below its carrying amount.

Accrued Risk Reserves

We are self–insured for risks related to workers’ compensation and general and professional liability insurance. We have two wholly–owned limited purpose insurance companies that insure these risks. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis.

Professional liability remains an area of particular concern to us. The long-term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. A significant increase in the number of these claims, or an increase in the amounts due as a result of these claims could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period.

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We are principally self-insured for incidents occurring in all centers owned or leased by us. The coverage includes both primary policies and excess policies. In all years, settlements, if any, in excess of available insurance policy limits and our own reserves would be expensed by us.

Continuing Care Contracts

We have continuing care retirement centers (“CCRC”) within our operations. Residents at these retirement centers may enter into continuing care contracts with us.

Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities in our consolidated balance sheets.

We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of September 30, 2026 and December 31, 2025, we have recorded a future service obligation liability in the amount of $1,482,000. This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets.

Other Noncurrent Liabilities

Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion of CCRC entrance fees being amortized over the remaining life expectancies of the residents.

Noncontrolling Interest

The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of the subsidiary earnings, contributions, and distributions.

Recently Adopted Accounting Guidance

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-06, "Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which amends U.S. GAAP to include certain disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's financial statements as these requirements were previously incorporated under the SEC Regulations.

In November 2024, the FASB issued ASU 2024-03 "Disaggregation of Income Statement Expenses," which requires the Company to disaggregate key expense categories such as employee compensation and depreciation within its financial statements. ASU 2024-03 is effective for annual periods beginning with the Company's fiscal year 2027, and interim periods with the Company's fiscal year 2028, with early adoption permitted. We are currently evaluating the impact this ASU will have on the company's financial statements and related disclosures.

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Note 3 – Acquisitions

Five Skilled Nursing Facilities from National Health Corporation

On June 1, 2026, the Company purchased the land, buildings, and other specified assets and assumed certain liabilities of five skilled nursing facilities from National Health Corporation (“National”) for a purchase price of $50,500,000. National is considered an affiliate and related party, as well as provides payroll services to NHC. The operations have 639 licensed skilled nursing beds in the states of South Carolina and Tennessee. The acquisition represents both an expansion of NHC’s operations into these states and a strategic advancement of its growth in its existing operational footprint.

The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed from National. The final valuation of the assets acquired and liabilities assumed was not complete as of September 30, 2026, but will be finalized within the allowable measurement period. The following table summarizes the allocation of the preliminary purchase price as of the transaction’s closing date (in thousands):

	Amount
Accounts receivable	$	6,262
Inventory		338
Prepaid expenses and other assets		747
Property and equipment		51,091
Intangible assets		500
Total assets acquired		58,938

Trade accounts payable		1,729
Accrued payroll		3,285
Other current liabilities		1,726
Total liabilities assumed		6,740

Total estimated fair value of the acquisition	$	52,198

The indefinite-lived intangible assets acquired include the skilled nursing certificates of need and licenses.

The operations added during the three and nine months ended September 30, 2026 were not material to the Company. Accordingly, pro-forma financial information is not presented. As of September 30, 2026, these additions have been included in the interim condensed consolidated balance sheet of the Company. The operating results have been included in the interim condensed consolidated statements of operations since the date the Company gained effective control, which was June 1, 2026.

For the three and nine months ended September 30, 2026, these five skilled nursing facilities contributed net operating revenues of $19,288,000 and $25,290,000, respectively. For the three and nine months ended September 30, 2026, these five skilled nursing facilities contributed income from operations of $2,658,000 and $3,268,000, respectively.

Thirty-Two Skilled Nursing Facilities and Three Independent Living Facilities from National Health Investors

On July 1, 2026, the Company purchased the land, facilities, and improvements of thirty-two skilled nursing facilities and three independent living facilities, previously leased by us as tenant, from National Health Investors (“NHI”) for a purchase price of $560,000,000. On the closing date of the transaction, the lease agreement with NHI was terminated. The Company operates all of the facilities, except four Florida skilled nursing facilities. The four Florida skilled nursing facilities are leased to a third-party operator.

The facilities are located in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia. NHC operates multiple skilled nursing facilities, assisted living and independent living communities, as well as homecare and hospice operations within this geographic footprint. The acquisition complements NHC’s current asset portfolio within these regions.

The Company previously controlled the right to use these properties through lease agreements; therefore, the transaction was accounted for as a termination of the existing lease and the acquisition of the underlying real estate assets. At the closing date, the Company derecognized the associated “operating lease right-of-use assets” of $16,197,000 and the “operating lease liabilities” of $15,763,000. The net difference of $434,000 between the pre-existing lease balances was included in the initial cost basis of the acquired assets. Additionally, transactions costs of $3,906,000 were also capitalized and included in the initial cost basis of the acquired assets.

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The following table summarizes the cost allocation based on the relative fair values of the assets at the acquisition date (in thousands):

	Allocated Cost Basis
Land	$	44,483
Buildings and improvements		519,857
Total assets acquired	$	564,340

The fair value of the land was determined utilizing the sales comparison approach. The fair value of the buildings was determined utilizing the cost approach for each location, including replacement cost methods specific to skilled nursing asset classes. No goodwill or intangible assets were recognized in connection with this transaction.

Note 4 – Net Patient Revenues

The Company disaggregates revenue from contracts with customers by service type and by payor.

Revenue by Service Type

The Company’s net patient services can generally be classified into the following two categories: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services (in thousands).

	Three Months Ended September 30				Nine Months Ended September 30
	2026		2025		2026		2025
Net patient revenues:
Inpatient services	$	356,143	$	331,349	$	1,023,778	$	981,838
Homecare and hospice		41,303		39,640		121,832		114,107
Total net patient revenues	$	397,446	$	370,989	$	1,145,610	$	1,095,945

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For inpatient and hospice services, revenue is recognized on a daily basis as each day represents a separate contract and performance obligation. For homecare, revenue is recognized when services are provided based on the number of days of service rendered in the period of care or on a per-visit basis. Typically, patients and third-party payors are billed monthly after services are performed or the patient is discharged, and payments are due based on contract terms.

As our performance obligations relate to contracts with a duration of one year or less, the Company is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients are typically under no obligation to remain admitted in our facilities or under our care. As the period between the time of service and time of payment is typically one year or less, the Company did not adjust for the effects of a significant financing component.

Revenue by Payor

Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:

	Three Months Ended September 30						Nine Months Ended September 30
Source	2026			2025			2026			2025
Medicare		29	%		31	%		30	%		31	%
Managed Care		13	%		12	%		13	%		12	%
Medicaid		30	%		29	%		30	%		30	%
Private Pay and Other		28	%		28	%		27	%		27	%
Total		100	%		100	%		100	%		100	%

Medicare covers skilled nursing services for beneficiaries who require nursing care and/or rehabilitation services following a hospitalization of at least three consecutive days. For each eligible day a Medicare beneficiary is in a skilled nursing facility, Medicare pays the facility a daily payment, subject to adjustment for certain factors such as a wage index in the geographic area. The payment covers all services provided by the skilled nursing facility for the beneficiary that day, including room and board, nursing, therapy and drugs, as well as an estimate of capital–related costs to deliver those services.

For homecare services, Medicare pays based on the acuity level of the patient and based on periods of care. A period of care is defined as a length of care up to 30 days with multiple continuous periods allowed. The services covered by the payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.

For hospice services, Medicare pays a daily rate to cover the hospice’s costs for providing services included in the patient care plan. Medicare makes daily payments based on 1 of 4 levels of hospice care. All hospice care and services offered to patients and their families must follow an individualized written plan of care that meets the patient’s needs.

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Our hospice service revenue is subject to certain limitations on payments from Medicare. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. If applicable, we record these cap adjustments as a reduction to revenue.

Medicaid is operated by individual states with the financial participation of the federal government. The states in which we operate currently use prospective cost–based reimbursement systems. Under cost–based reimbursement systems, the skilled nursing facility is reimbursed for the reasonable direct and indirect allowable costs it incurred in a base year in providing routine resident care services as defined by the program.

Private pay, managed care, and other payment sources include commercial insurance, individual patient funds, managed care plans and the Veterans Administration. Private paying patients, private insurance carriers and the Veterans Administration generally pay based on the healthcare center's charges or specifically negotiated contracts. For private pay patients in skilled nursing, assisted living and independent living facilities, the Company bills for room and board charges, with the remittance being due on receipt of the statement and generally by the 10th day of the month the services are performed.

Certain managed care payors for homecare services pay on a per-visit basis. This revenue is recorded on an accrual basis based upon the date of services at amounts equal to its established or estimated per-visit rates.

State Supplemental Funding

The Company received supplemental Medicaid payments from various states. The funding generally incorporates specific use requirements primarily for direct patient care including labor related expenses or various patient care related expenses. We recorded $0 and $1,838,000 in net patient revenues for these supplemental Medicaid payments for the three months ended September 30, 2026 and 2025, respectively. We have recorded $3,605,000 and $5,522,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2026 and 2025, respectively.

Third Party Payors

Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are following all applicable laws and regulations.

Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded, and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $15,563,000 and $13,739,000 as of September 30, 2026 and December 31, 2025, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

Note 5 – Other Revenues

Other revenues are outlined in the table below. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from management and accounting services include fees provided to manage and provide accounting services to other healthcare operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly owned insurance subsidiaries have written for certain healthcare operators to which we provide management or accounting services, as well as other miscellaneous health care related earnings (in thousands).

	Three Months Ended September 30				Nine Months Ended September 30
	2026		2025		2026		2025
Rental income	$	6,393	$	6,177	$	19,284	$	18,800
Management and accounting services fees		3,404		4,115		29,918		12,623
Insurance services and other		728		1,380		3,005		3,900
Total other revenues	$	10,525	$	11,672	$	52,207	$	35,323

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Rental Income

The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators.

Management Fees from National Health Corporation

Prior to the acquisition of the five skilled nursing facilities from National on June 1, 2026, we managed the five skilled nursing facilities. We recognized management fees and interest on management fees from these facilities of $0 and $1,377,000 for the three months ended September 30, 2026 and 2025, respectively. We recognized management fees and interest on management fees from these facilities of $2,395,000 and $4,161,000 for the nine months ended September 30, 2026 and 2025, respectively.

During the second quarter of 2026, we also recognized management fees of $18,325,000 previously earned for management services prior to 2025, but these management fees were not previously recognized as such revenues. These revenues did not previously meet the recognition criteria of ASC Topic 606, Revenue from Contracts with Customers, because the underlying consideration was constrained. Upon the acquisition of the five skilled nursing facilities from National Health Corporation on June 1, 2026, and as noted in Note 3 - Acquisitions, the revenue recognition criteria was met and the management fees were paid and recognized in the current period.

Note 6 – Non–Operating Income

Non–operating income is comprised of the following (in thousands):

	Three Months Ended September 30						Nine Months Ended September 30
	2026			2025			2026			2025
Dividends and net realized gains and losses on sales of securities	$	2,665		$	2,089		$	6,292		$	5,971
Interest income		1,715			2,676			6,140			7,388
Equity in earnings/(loss) of unconsolidated investments		(743	)		(105	)		(866	)		512
Total non-operating income	$	3,637		$	4,660		$	11,566		$	13,871

Note 7 – Business Segments

The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office.

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The Company’s CODM evaluates performance including pretax earnings and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.

The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):

	Three Months Ended September 30, 2026
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	356,143		$	41,303	$	-		$	397,446
Other revenues		339			-		10,186			10,525
Net operating revenues		356,482			41,303		10,186			407,971

Costs and expenses:
Salaries, wages, and benefits		212,869			24,819		14,249			251,937
Other operating		88,492			7,313		3,656			99,461
Rent		415			641		309			1,365
Depreciation and amortization		12,898			138		1,540			14,576
Total costs and expenses		314,674			32,911		19,754			367,339

Income/(loss) from operations		41,808			8,392		(9,568	)		40,632
Non-operating income		-			-		3,637			3,637
Interest expense		(6,991	)		-		-			(6,991	)
Unrealized losses on marketable equity securities		-			-		(17,599	)		(17,599	)

Income/(loss) before income taxes	$	34,817		$	8,392	$	(23,530	)	$	19,679

	Three Months Ended September 30, 2025
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	331,349		$	39,640	$	-		$	370,989
Other revenues		393			-		11,279			11,672
Net operating revenues		331,742			39,640		11,279			382,661

Costs and expenses:
Salaries, wages, and benefits		195,745			23,788		13,643			233,176
Other operating		86,745			6,664		3,195			96,604
Rent		8,823			601		1,921			11,345
Depreciation and amortization		10,219			141		798			11,158
Total costs and expenses		301,532			31,194		19,557			352,283

Income/(loss) from operations		30,210			8,446		(8,278	)		30,378
Non-operating income		-			-		4,660			4,660
Interest expense		(1,456	)		-		-			(1,456	)
Unrealized gains on marketable equity securities		-			-		20,827			20,827

Income before income taxes	$	28,754		$	8,446	$	17,209		$	54,409

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	Nine Months Ended September 30, 2026
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	1,023,778		$	121,832	$	-		$	1,145,610
Other revenues		1,086			-		51,121			52,207
Net operating revenues		1,024,864			121,832		51,121			1,197,817

Costs and expenses:
Salaries, wages, and benefits		612,759			74,303		41,851			728,913
Other operating		252,473			21,099		11,601			285,173
Rent		18,436			1,892		4,220			24,548
Depreciation and amortization		33,575			399		3,389			37,363
Total costs and expenses		917,243			97,693		61,061			1,075,997

Income/(loss) from operations		107,621			24,139		(9,940	)		121,820
Non-operating income		-			-		11,566			11,566
Interest expense		(7,273	)		-		-			(7,273	)
Unrealized losses on marketable equity securities		-			-		(7,610	)		(7,610	)

Income/(loss) before income taxes	$	100,348		$	24,139	$	(5,984	)	$	118,503

	Nine Months Ended September 30, 2025
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	981,838		$	114,107	$	-		$	1,095,945
Other revenues		1,197			-		34,126			35,323
Net operating revenues		983,035			114,107		34,126			1,131,268

Costs and expenses:
Salaries, wages, and benefits		578,824			69,375		39,641			687,840
Other operating		252,064			20,969		7,971			281,004
Rent		26,486			1,790		5,762			34,038
Depreciation and amortization		30,380			402		2,369			33,151
Total costs and expenses		887,754			92,536		55,743			1,036,033

Income/(loss) from operations		95,281			21,571		(21,617	)		95,235
Non-operating income		-			-		13,871			13,871
Interest expense		(5,555	)		-		-			(5,555	)
Unrealized gains on marketable equity securities		-			-		26,748			26,748

Income before income taxes	$	89,726		$	21,571	$	19,002		$	130,299

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Note 8 – Long-Term Leases

The following table summarizes the maturity of our operating lease liabilities as of September 30, 2026 (in thousands):

	Operating Leases
2027	$	3,642
2028		2,845
2029		2,407
2030		2,050
2031		1,707
Thereafter		9,303
Total minimum lease payments		21,954
Less: amounts representing interest		(5,648	)
Present value of future minimum lease payments		16,306
Less: current portion		(2,644	)
Noncurrent lease liabilities	$	13,662

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Note 9 – Earnings per Share

Basic net income per share is computed based on the weighted average number of common shares outstanding for each period presented. Diluted net income per share reflects the potential dilution that would have occurred if securities to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then shared in our earnings.

The following table summarizes the earnings and the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands, except for share and per share amounts):

	Three Months Ended September 30				Nine Months Ended September 30
	2026		2025		2026		2025
Basic:
Weighted average common shares outstanding		15,638,814		15,484,464		15,599,724		15,461,804
Net income attributable to National HealthCare Corporation	$	13,637	$	39,239	$	89,813	$	95,166
Earnings per common share, basic	$	0.87	$	2.53	$	5.76	$	6.15

Diluted:
Weighted average common shares outstanding		15,638,814		15,484,464		15,599,724		15,461,804
Effects of dilutive instruments		326,081		180,066		267,233		151,701
Weighted average common shares outstanding		15,964,895		15,664,530		15,866,957		15,613,505

Net income attributable to National HealthCare Corporation	$	13,637	$	39,239	$	89,813	$	95,166
Earnings per common share, diluted	$	0.85	$	2.50	$	5.66	$	6.10

For the three and nine months ended September 30, 2026, no stock options were excluded from the calculation of diluted weighted average shares of common stock outstanding because the inclusion of these securities would have an anti-dilutive impact. For the three and nine months ended September 30 2025, 6,450 stock options were excluded from the calculation of diluted weighted average shares of common stock outstanding because the inclusion of these securities would have an anti-dilutive effect.

Note 10 – Investments in Marketable Securities

Our investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in our results of operations at each measurement date. Our investments in marketable debt securities are classified as available for sale securities and carried at fair value with the unrealized gains and losses recognized through accumulated other comprehensive income at each measurement date. Any credit-related decline in fair market values below the amortized cost of our available for sale debt securities are recorded in our results of operations through an allowance for credit losses. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 11 – Fair Value Measurements for a description of the Company's methodology for determining the fair value of marketable securities.

Marketable securities consist of the following (in thousands):

	September 30, 2026				December 31, 2025
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investments available for sale:
Marketable equity securities	$	30,176	$	154,530	$	30,176	$	162,972
Restricted investments available for sale:
Marketable equity securities		14,229		19,153		13,104		17,197
Corporate debt securities		60,124		58,064		58,458		58,898
Asset-based securities		16,399		15,283		16,886		16,236
U.S. Treasury securities		42,155		39,846		43,384		42,836
State and municipal securities		1,005		1,002		5,282		5,323
	$	164,088	$	287,878	$	167,290		303,462

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Included in the marketable equity securities are the following (in thousands, except share amounts):

September 30, 2026

December 31, 2025

Cost

Fair

Value

Cost

Fair

Value

NHI Common Stock

1,630,642

24,734

107,019

1,630,642

24,734

124,532

The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands):

	September 30, 2026				December 31, 2025
	Cost		Fair Value		Cost		Fair Value
Maturities:
Within 1 year	$	14,459	$	14,342	$	14,309	$	14,236
1 to 5 years		65,692		62,866		69,316		68,390
6 to 10 years		38,722		36,236		40,385		40,667
Over 10 years		810		751		–		–
	$	119,683	$	114,195	$	124,010	$	123,293

Gross unrealized gains related to marketable equity securities are $129,818,000 and $137,436,000 as of September 30, 2026 and December 31, 2025, respectively. Gross unrealized losses related to marketable equity securities are $540,000 and $547,000 as of September 30, 2026 and December 31, 2025, respectively. For the three months ended September 30, 2026 and 2025, the Company recognized net unrealized losses of $17,599,000 and net unrealized gains of $20,827,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the nine months ended September 30, 2026 and 2025, the Company recognized net unrealized losses of $7,610,000 and net unrealized gains of $26,748,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations.

Gross unrealized gains related to available for sale marketable debt securities are $10,000 and $1,464,000 as of September 30, 2026 and December 31, 2025, respectively. Gross unrealized losses related to available for sale marketable debt securities are $5,498,000 and $2,181,000 as of September 30, 2026 and December 31, 2025, respectively.

The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related. The Company has not recognized any credit related impairments for the nine months ended September 30, 2026 and 2025.

For the marketable debt securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities.

Proceeds from the sale of available for sale marketable securities during the nine months ended September 30, 2026 and 2025 were $22,683,000 and $64,689,000, respectively. Investment gains of $1,023,000 and $872,000 were realized on these sales during the nine months ended September 30, 2026 and 2025, respectively.

Note 11 – Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value:

Level 1 – The valuation is based on quoted prices in active markets for identical instruments.

Level 2 – The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model–based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – The valuation is based on unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques that incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument, or valuations that require significant management judgment or estimation.

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A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following table summarizes fair value measurements by level at September 30, 2026 and December 31, 2025 for assets and liabilities measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements Using
September 30, 2026	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	66,795	$	66,795	$	–	$	–
Restricted cash and cash equivalents		19,526		19,526		–		–
Marketable equity securities		173,683		173,683		–		–
Corporate debt securities		58,064		42,980		15,084		–
Asset–backed securities		15,283		–		15,283		–
U.S. Treasury securities		39,846		39,846		–		–
State and municipal securities		1,002		–		1,002		–
Total financial assets	$	374,199	$	342,830	$	31,369	$	–

	Fair Value Measurements Using
December 31, 2025	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	92,829	$	92,829	$	–	$	–
Restricted cash and cash equivalents		19,358		19,358		–		–
Marketable equity securities		180,169		180,169		–		–
Corporate debt securities		58,898		45,948		12,950		–
Asset–backed securities		16,236		–		16,236		–
U.S. Treasury securities		42,836		42,836		–		–
State and municipal securities		5,323		877		4,446		–
Total financial assets	$	415,649	$	382,017	$	33,632	$	–

Note 12 – Goodwill and Other Intangible Assets

At September 30, 2026, we evaluated potential triggering events that might be indicators that our goodwill and indefinite lived intangibles were impaired. As a result of the review, there were no impairment indicators regarding the Company’s goodwill that required a quantitative test to be performed. However, our accounting estimates could materially change from period to period due to changing market factors. We will continue to monitor future events, changes in circumstances, and the potential impact thereof. If actual results are not consistent with our assumptions and estimates, we may be exposed to future goodwill impairment losses.

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At September 30, 2026, the following table represents the activity related to our goodwill by segment (in thousands):

	Inpatient Services		Homecare and Hospice		All Other		Total
January 1, 2026	$	5,924	$	164,554	$	–	$	170,478
Additions		–		–		–		–
September 30, 2026	$	5,924	$	164,554	$	–	$	170,478

Indefinite-lived intangible assets consist of the following (in thousands):

	September 30, 2026		December 31, 2025
Trade names	$	15,896	$	15,896
Certificates of need		2,256		1,756
Licenses		2,212		2,212
Total	$	20,364	$	19,864

Note 13 - Stock Repurchase Program

During the nine months ended September 30, 2026, the Company repurchased 141,642 shares of its common stock for a total cost of $24,672,000. During the nine months ended September 30, 2025, the Company repurchased 88,738 shares of its common stock for a total cost of $9,566,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.

Note 14 – Stock–Based Compensation

NHC recognizes stock–based compensation expense for all stock options granted over the requisite service period using the fair value at the date of grant using the Black–Scholes pricing model. Stock–based compensation totaled $2,019,000 and $1,239,000 for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation totaled $5,285,000 and $3,499,000 for the nine months ended September 30, 2026 and 2025, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

At September 30, 2026, the Company had $11,615,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate two-year period.

Stock Options

The following table summarizes the significant assumptions used to value the options granted for the nine months ended September 30, 2026 and for the year ended December 31, 2025.

	September 30, 2026			December 31, 2025
Risk–free interest rate		3.5	%		4.1	%
Expected volatility		29.0	%		27.0	%
Expected life, in years		2.9			2.9
Expected dividend yield		1.7	%		2.8	%

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The following table summarizes our outstanding stock options for the nine months ended September 30, 2026 and for the year ended December 31, 2025.

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2025		631,242		$	74.73	$	–
Options granted		306,148			91.42		–
Options exercised		(202,281	)		70.17		–
Options cancelled		(87,134	)		85.94		–
Options outstanding at December 31, 2025		647,975			82.53		–
Options granted		317,136			159.25		–
Options exercised		(254,657	)		80.95		–
Options cancelled		(10,169	)		112.65		–
Options outstanding at September 30, 2026		700,285		$	117.42	$	71,493,000

Options exercisable at September 30, 2026		191,793		$	78.19	$	27,103,322

Options Outstanding September 30, 2026	Exercise Prices			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
393,899	$53.94	-	$96.03	$	85.09	2.64
306,386	$130.41	-	$171.42		158.98	4.35
700,285				$	117.42	3.39

Note 15 – Income Taxes

The Company's income tax provision as a percentage of our income before income taxes was 27.9% and 24.6% for the three months ended September 30, 2026 and 2025, respectively.

The Company's income tax provision as a percentage of our income before income taxes was 23.4% and 25.2% for the nine months ended September 30, 2026 and 2025, respectively.

Typically, these percentages vary from the U.S. federal statutory income tax rate of 21% primarily due to state income taxes, excess tax benefits from stock-based compensation, benefits resulting from the lapsing of statute of limitations of items in our tax contingency reserve, and non-deductible expenses. For the nine months ended September 30, 2026 and 2025, the accrual of state income tax was the most significant reconciling item.

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Our quarterly income tax provision, and our estimate of our annual effective income tax rate, is subject to variation due to several factors, including volatility based on the amount of pre-tax income or loss.

The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2022 (with certain state exceptions).

Note 16 – Long-Term Debt

Long–term debt consists of the following (dollars in thousands):

	Interest rate at September 30, 2026 (Variable)		Maturity		September 30, 2026			December 31, 2025
Term loan facility		5.2%		2031	$	469,063		$	–
Credit facility		5.2%		2031		33,000			40,000
Total debt						502,063			40,000
Less current portion						(23,750	)		(7,500	)
Total long-term debt					$	478,313		$	32,500

On May 26, 2026, the Company entered into a credit agreement, consisting of a $475,000,000 senior unsecured term loan facility and a $75,000,000 senior unsecured revolving credit facility (“credit agreement”). The credit agreement became effective on July 1, 2026, in conjunction with the transaction with NHI. The term loan facility and credit facility will mature on the fifth anniversary of the date of initial funding to the Company under the credit agreement, or July 1, 2031. The term loan facility will amortize in quarterly installments of approximately $5,938,000, with the remaining balance due at maturity. Borrowings under the credit facility require interest only payments.

Borrowings under the credit agreement will bear interest, at NHC’s option, at a rate based on either Term SOFR or a base rate, in each case plus an applicable margin. The applicable margin will vary based on the Company’s consolidated leverage ratio and, based on the applicable pricing grid, will range from 1.25% to 1.75% per annum for Term SOFR borrowings and 0.25% to 0.75% per annum for base rate borrowings. The base rate is a variable daily interest rate set at the highest among: (1) the Federal Funds Rate plus 0.50%, (2) Bank of America’s publicly announced prime rate, or (3) Term SOFR plus 1.00%. In all cases, the base rate has a floor of 1.00%. The applicable rate as of the Funding Date and until the first business day following delivery of the compliance certificate for the fiscal quarter ending December 31, 2026 will be Term SOFR + 1.50% or base rate + 0.50%. NHC is also required to pay a commitment fee on the daily unused portion of the revolving credit facility, which ranges from 0.20% to 0.30% per annum based on the consolidated leverage ratio, payable quarterly in arrears.

The credit agreement contains customary representations and warranties, financial covenants, and other customary affirmative and negative covenants. The credit agreement also contains customary events of default. Based on level 2 inputs, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt based upon the interest rates that the Company believes it can currently obtain for similar debt.

The aggregate maturities of long–term debt for the five years subsequent to September 30, 2026 are as follows (in thousands):

	Long–Term Debt
2027	$	23,750
2028		23,750
2029		23,750
2030		23,750
2031		407,063
Total	$	502,063

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Note 17 – Contingencies, Commitments and Other Matters

Accrued Risk Reserves

We have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims both for our owned and leased entities and certain of the entities to which we provide management or accounting services. The liability we have recognized for reported claims and estimates for incurred but unreported claims totals $126,765,000 and $121,595,000 at September 30, 2026 and December 31, 2025, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

As a result of the terms of our insurance policies and our use of wholly owned limited purpose insurance companies, we have retained significant insurance risk with respect to workers’ compensation and general and professional liability. We consider the professional services of independent actuaries to assist us in estimating our exposures for claims obligations (for both asserted and unasserted claims) related to deductibles and exposures in excess of coverage limits, and we maintain reserves for these obligations. Such estimates are based on many variables including historical and statistical information and other factors.

Workers’ Compensation

For workers’ compensation, we utilize a wholly–owned Tennessee domiciled property/casualty insurance company to write coverage for NHC affiliates and for third–party customers. Policies are written for a duration of twelve months and cover only risks related to workers’ compensation losses. All customers are companies which operate in the senior care industry. Business is written on a direct basis.

General and Professional Liability Insurance and Lawsuits

The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. Additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly owned captive insurance company.

There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.

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Governmental Regulations

Laws and regulations governing Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs.

Indemnities

From time to time, the Company enters into certain types of contracts that contingently require it to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company or its subsidiary, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, (iv) certain agreements by and between the Company and/or its subsidiaries or affiliates, and (v) certain agreements with the Company officers, directors and others, under which the Company may be required to indemnify such persons for liabilities arising out of the nature of their relationship to the Company and/or its subsidiaries and affiliates. The terms of such obligations vary by contract and, in most instances, do not expressly state or include a specific or maximum dollar amount. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward–Looking Statements

References throughout this document to the Company include National HealthCare Corporation and its wholly owned subsidiaries. In accordance with the Securities and Exchange Commissions “Plain English” guidelines, this Quarterly Report on Form 10–Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National HealthCare Corporation and its wholly–owned subsidiaries and not any other person.

This Quarterly Report on Form 10–Q and other information we provide from time to time, contains certain “forward–looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations or cash flows, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, ability to control our patient care liability costs, ability to respond to changes in government regulations, ability to execute our three–year strategic plan, and similar statements including, without limitations, those containing words such as “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward–looking statements.

Forward–looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward–looking statements as a result of, but not limited to, the following factors:

●	national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials;

●	the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations;

●	changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries;

●	liabilities and other claims asserted against us, including patient care liabilities, as well as the resolution of current litigation (see Note 17 to Interim Condensed Consolidated Financial Statements included in this Form 10-Q);

●	the ability to attract and retain qualified personnel;

●	the availability and terms of capital to fund acquisitions and capital improvements;

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●	the competitive environment in which we operate;

●	our need to make investments continually in our processes and information systems to protect the privacy of patients, partners and other persons and reduce the risk of successful cybersecurity attacks;

●	damage to our reputation, regulatory penalties, legal claims and liability under state and federal laws that we could suffer upon any cybersecurity or privacy breaches;

●	the ability to maintain and increase census levels; and

●	demographic changes.

See the notes to the quarterly financial statements, and “Item 1. Business” in our 2025 Annual Report on Form 10–K for a discussion of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. This may be found on our web site at www.nhccare.com. You should carefully consider these risks before making any investment in the Company. These risks and uncertainties are not the only ones facing us. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our shares of stock could decline, and you may lose all or part of your investment. Given these risks and uncertainties, we can give no assurances that these forward–looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.

Overview

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of September 30, 2026, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,323 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

Summary of Goals and Areas of Focus

Occupancy

A primary area of management focus continues to be the rates of occupancy within our skilled nursing facilities. The overall census in owned and leased skilled nursing facilities for the three months ending September 30, 2026 was 90.4% compared to 90.0% for the same period a year ago. For the nine months ended September 30, 2026, overall census in our owned and leased skilled nursing facilities was 90.1% compared to 89.6% for the same period a year ago.

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Due to America’s healthcare labor shortage, the challenge of maintaining desirable patient census levels has been amplified. Management has undertaken a number of steps in order to best position our current and future health care facilities. This includes working internally to examine and improve systems to be most responsive to referral sources and payors, as well as find creative initiatives to retain and attract qualified healthcare professionals. Additionally, NHC is in various stages of partnerships with hospital systems, payors, and other post–acute alliances to better position ourselves so we are an active participant in the delivery of post-acute healthcare services.

Quality of Patient Care

CMS introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare skilled nursing facilities more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating ranging between one and five stars in various categories (five stars being the best). The Company has always strived for patient-centered care and quality outcomes as precursors to outstanding financial performance.

The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of September 30, 2026:

	NHC Ratings		Industry Ratings
Total number of skilled nursing facilities, end of period		80
Number of 4 and 5-star rated skilled nursing facilities		51
Percentage of 4 and 5-star rated skilled nursing facilities		64%		36%
Average rating for all skilled nursing facilities, end of period		3.8		2.9

Development and Growth

We are undertaking to expand our senior care operations while protecting our existing operations and markets. The following table lists our activities that are currently under development.

Type of

Operation

Description

Size

Location

Expected Date

Placed in Service

Assisted Living Facility

New Operation

79 units

Tullahoma, TN

Q2 2027

On June 1, 2026, the Company purchased the land, buildings, and other specified assets and assumed certain liabilities of five skilled nursing facilities from National for a purchase price of $50,500,000. The operations have 639 licensed skilled nursing beds in the states of South Carolina and Tennessee.

On July 1, 2026, the Company purchased the land, facilities, and improvements of thirty-two skilled nursing facilities and three independent living facilities, currently leased by us as tenant, from NHI for a purchase price of $560,000,000. On the closing date of the transaction, the lease agreement with NHI terminated. The Company currently operates all of the facilities, except four Florida skilled nursing facilities. The four Florida skilled nursing facilities are leased to a third-party operator.

We also have two multi-family developments that are either under construction or in the lease-up phase, both of which we are noncontrolling owners. These developments are located in Franklin, Tennessee and Hermitage, Tennessee with 332 units and 315 units, respectively. Our capital contributions in these developments are included in the line item "Investments in unconsolidated companies" in our interim condensed consolidated balance sheets.

Accrued Risk Reserves

Our accrued professional liability and workers’ compensation reserves totaled $126,765,000 at September 30, 2026 and are a primary area of management focus. We have set aside restricted cash and cash equivalents and marketable securities to fund our estimated professional liability and workers’ compensation liabilities.

As to exposure for professional liability claims, we have developed performance certification criteria to measure and bring focus to the patient care issues most likely to produce professional liability exposure, including in–house acquired pressure ulcers, significant weight loss and numbers of falls. These programs for certification, which we regularly modify and improve, have produced measurable improvements in reducing these incidents. Our experience is that achieving goals in these patient care areas improves both patient and employee satisfaction.

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Government Reimbursement Programs

Medicare – Skilled Nursing Facilities

In July 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2025. The fiscal year 2026 rule equates to a net 3.2% increase in Medicare Part A payments to SNFs in fiscal year 2026 compared to 2025 levels. The rule includes a market basket increase of 3.3%, an increase of 0.6% to the market basket forecast error adjustment, and a negative 0.7% productivity adjustment. These figures do not incorporate the SNF Value Based Purchasing (“VBP”) reduction for certain SNFs subject to the net reduction in payments under the SNF VBP; those adjustments are estimated to total $208.4 million in fiscal year 2026.

In July 2026, CMS released its final rule outlining fiscal year 2027 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2026. The fiscal year 2027 proposal equates to a net 2.4% increase in Medicare Part A payments to SNFs in fiscal year 2027 compared to 2026 levels. The rule includes a market basket increase of 3.3% minus a 0.9% productivity adjustment. CMS also finalized its proposals related to the SNF Quality Reporting Program, including the removal of two measures related to COVID-19 vaccination, a shortened data reporting timeline, and the requirement to submit assessment data for all patients regardless of payer.

For the first nine months of 2026, our average Medicare per diem rate for skilled nursing facilities increased 2.3% as compared to the same period in 2025.

Medicaid – Skilled Nursing Facilities

Effective July 1, 2026 and for the fiscal year 2027, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2027 fiscal year will be approximately $2,000,000 annually, or $500,000 per quarter.

Effective October 1, 2026 and for the fiscal year 2027, the state of South Carolina implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2027 fiscal year will be approximately $7,000,000 annually, or $1,750,000 per quarter.

For the first nine months of 2026, our average Medicaid per diem increased 2.4% compared to the same period in 2025.

State Medicaid plans subject to budget constraints are of particular concern to us. Changes in federal funding coupled with state budget problems and Medicaid expansion under the Affordable Care Act have produced an uncertain environment. Some states will not keep pace with post-acute healthcare inflation. States are currently under pressure to pursue other alternatives to skilled nursing care such as community and home–based services. Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaid payments are made under a prospective payment system or under programs which negotiate payment levels with individual providers. Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards.

Medicare – Homecare Programs

In November 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2026 will decrease by 1.3% or $220 million, relative to the prior year. This increase reflects a 2.4% home health payment update, reduced by a 0.9% decrease that reflects the final permanent adjustment, an estimated 2.7% decrease that reflects the final temporary adjustment, and a 0.1% decrease that reflects the updated fixed-dollar loss ratio for outlier payments. In addition, CMS is finalizing recalibrated PDGM case-mix weights, updated low-utilization payment adjustment (“LUPA”) thresholds, updated functional impairment levels, and comorbidity adjustment subgroups for 2026.

In July 2026, CMS released its proposed rule outlining fiscal year 2027 Medicare payment rates. The proposal includes a 2.4% update, which includes a 3.1% market basket update, reduced by a 1.0% point cut for productivity, as well as an 0.3% increase related to outlier payments. In addition, the agency proposes a temporary cut of 3.0% that it states is necessary to achieve budget-neutral implementation of the Patient-driven Groupings Model. CMS also proposes several policy changes related to provider enrollment provisions that it states would help reduce improper Medicare payments and protect beneficiaries. The provisions would affect any providers and suppliers participating in the Medicare program.

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Medicare – Hospice

In August 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates. CMS issued a rate increase of 2.6%, or $750 million, effective October 1, 2025. This increase results from the proposed 3.3% inpatient hospital market basket percentage increase reduced by a proposed 0.7% point productivity adjustment, required by law. The FY2026 hospice payment update also includes an update to the statutory aggregate cap amount, which limits the overall payments per patient that are made annually. The proposed hospice cap amount for FY2026 is $35,361.

In July 2026, CMS released its final rule outlining fiscal year 2027 Medicare payment rates. The final rule includes a 2.3% net increase, which includes a 3.2% market basket update and a 0.9% cut for productivity. The hospice cap would increase to $36,175. Also under the final rule, CMS finalized the fraud-based tool, the service and spending variation index (SSVI), which includes a comprehensive scoring system calculated using nine claims-based measures, each representing a different aspect of hospice utilization as well as nonhospice spending.

Segment Reporting

The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources. The Company also reports an "all other" category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office.

The Company’s CODM evaluates performance including pretax earnings and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.

The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):

	Three Months Ended September 30, 2026
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	356,143		$	41,303	$	-		$	397,446
Other revenues		339			-		10,186			10,525
Net operating revenues		356,482			41,303		10,186			407,971

Costs and expenses:
Salaries, wages, and benefits		212,869			24,819		14,249			251,937
Other operating		88,492			7,313		3,656			99,461
Rent		415			641		309			1,365
Depreciation and amortization		12,898			138		1,540			14,576
Total costs and expenses		314,674			32,911		19,754			367,339

Income/(loss) from operations		41,808			8,392		(9,568	)		40,632
Non-operating income		-			-		3,637			3,637
Interest expense		(6,991	)		-		-			(6,991	)
Unrealized losses on marketable equity securities		-			-		(17,599	)		(17,599	)

Income/(loss) before income taxes	$	34,817		$	8,392	$	(23,530	)	$	19,679

	Three Months Ended September 30, 2025
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	331,349		$	39,640	$	-		$	370,989
Other revenues		393			-		11,279			11,672
Net operating revenues		331,742			39,640		11,279			382,661

Costs and expenses:
Salaries, wages, and benefits		195,745			23,788		13,643			233,176
Other operating		86,745			6,664		3,195			96,604
Rent		8,823			601		1,921			11,345
Depreciation and amortization		10,219			141		798			11,158
Total costs and expenses		301,532			31,194		19,557			352,283

Income/(loss) from operations		30,210			8,446		(8,278	)		30,378
Non-operating income		-			-		4,660			4,660
Interest expense		(1,456	)		-		-			(1,456	)
Unrealized gains on marketable equity securities		-			-		20,827			20,827

Income before income taxes	$	28,754		$	8,446	$	17,209		$	54,409

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	Nine Months Ended September 30, 2026
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	1,023,778		$	121,832	$	-		$	1,145,610
Other revenues		1,086			-		51,121			52,207
Net operating revenues		1,024,864			121,832		51,121			1,197,817

Costs and expenses:
Salaries, wages, and benefits		612,759			74,303		41,851			728,913
Other operating		252,473			21,099		11,601			285,173
Rent		18,436			1,892		4,220			24,548
Depreciation and amortization		33,575			399		3,389			37,363
Total costs and expenses		917,243			97,693		61,061			1,075,997

Income/(loss) from operations		107,621			24,139		(9,940	)		121,820
Non-operating income		-			-		11,566			11,566
Interest expense		(7,273	)		-		-			(7,273	)
Unrealized losses on marketable equity securities		-			-		(7,610	)		(7,610	)

Income/(loss) before income taxes	$	100,348		$	24,139	$	(5,984	)	$	118,503

	Nine Months Ended September 30, 2025
	Inpatient Services			Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	981,838		$	114,107	$	-		$	1,095,945
Other revenues		1,197			-		34,126			35,323
Net operating revenues		983,035			114,107		34,126			1,131,268

Costs and expenses:
Salaries, wages, and benefits		578,824			69,375		39,641			687,840
Other operating		252,064			20,969		7,971			281,004
Rent		26,486			1,790		5,762			34,038
Depreciation and amortization		30,380			402		2,369			33,151
Total costs and expenses		887,754			92,536		55,743			1,036,033

Income/(loss) from operations		95,281			21,571		(21,617	)		95,235
Non-operating income		-			-		13,871			13,871
Interest expense		(5,555	)		-		-			(5,555	)
Unrealized gains on marketable equity securities		-			-		26,748			26,748

Income before income taxes	$	89,726		$	21,571	$	19,002		$	130,299

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Results of Operations

The following table and discussion set forth items from the interim condensed consolidated statements of operations as a percentage of net operating revenues for the three and nine months ended September 30, 2026 and 2025.

Percentage of Net Operating Revenues

	Three Months Ended September 30						Nine Months Ended September 30
	2026			2025			2026			2025
Net operating revenues		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses:
Salaries, wages, and benefits		61.8			60.9			60.9			60.8
Other operating		24.5			25.2			23.8			24.8
Facility rent		0.3			3.0			2.0			3.0
Depreciation and amortization		3.5			3.0			3.1			2.9
Total costs and expenses		90.1			92.1			89.8			91.5
Income from operations		9.9			7.9			10.2			8.5
Non–operating income		0.9			1.2			1.0			1.2
Interest expense		(1.7	)		(0.4	)		(0.7	)		(0.5	)
Unrealized gains/(losses) on marketable equity securities		(4.3	)		5.5			(0.6	)		2.4
Income before income taxes		4.8			14.2			9.9			11.6
Income tax provision		(1.3	)		(3.5	)		(2.3	)		(3.0	)
Net income		3.5			10.7			7.6			8.6
Net income attributable to noncontrolling interest		(0.1	)		(0.4	)		(0.1	)		(0.2	)
Net income attributable to stockholders of NHC		3.4			10.3			7.5			8.4

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Results for the quarter ended September 30, 2026 compared to the third quarter of 2025 include an 6.6% increase in net operating revenues. For the quarter ended September 30, 2026, GAAP net income attributable to NHC was $13,637,000 compared to net income of $39,239,000 for the same period in 2025. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended September 30, 2026 was $28,154,000 compared to $24,744,000 for the same period in 2025, an increase of 13.8%.

The increase in adjusted net income for the quarter ended September 30, 2026 was primarily driven by the June 1, 2026 acquisition of the five skilled nursing facilities and the July 1, 2026 acquisition of the real estate of thirty-two skilled nursing facilities and three independent living facilities from NHI.

Net operating revenues

Net patient revenues increased $26,457,000, or 7.1%, compared to the same period last year.

The total census at owned and leased skilled nursing facilities for the quarter averaged 90.4%, compared to an average of 90.0% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 5.0% compared to the same quarter a year ago. Our Medicare and Managed Care per diem rates increased 1.7% and 20.1%, respectively, compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 2.3% and 5.5%, respectively, compared to the same quarter a year ago. For the three months ended September 30, 2026 and 2025, respectively, $0 and $1,838,000 have been included in our net patient revenues for supplemental Medicaid payments from the state of Tennessee.

The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $19,278,000 in net patient revenues for the quarter ended September 30, 2026 compared to the same period in 2025.

Other revenues decreased $1,147,000, or 9.8%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

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Total costs and expenses

Total costs and expenses for the three months ended September 30, 2026 compared to the same period of 2025 increased $15,056,000, or 4.3% to $367,339,000 from $352,283,000.

Salaries, wages, and benefits increased $18,761,000, or 8.0%, to $251,937,000 from $233,176,000. Salaries, wages, and benefits as a percentage of net operating revenues was 61.8% compared to 60.9% for the three months ended September 30, 2026 and 2025, respectively.

The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $10,901,000 in salaries, wages, and benefits for the quarter ended September 30, 2026 compared to the same period in 2025.

Other operating expenses increased $2,857,000, or 3.0%, to $99,461,000 for the 2026 period compared to $96,604,000 for the 2025 period. Other operating expenses as a percentage of net operating revenues was 24.4% and 25.2% for the three months ended September 30, 2026 and 2025, respectively. The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $5,193,000 for the quarter ended September 30, 2026 compared to the same period in 2025.

Facility rent expense decreased $9,980,000 for the third quarter of 2026 compared to the prior year period. The rent decrease is due from the July 1, 2026 acquisition of the thirty-five real estate assets from NHI. Upon the July 1, 2026 acquisition, our lease agreement with NHI was terminated. The July 1, 2026 acquisition of the thirty-five real estate assets was also the primary driver of depreciation expense increasing for the third quarter of 2026 compared to the prior year period.

Other income

Non–operating income decreased by $1,023,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements. The primary driver of the decrease in non-operating income are losses at the multi-family development in Franklin, Tennessee. The multi-family development is opening the apartment buildings in phases and we are currently in the lease-up phase. We have incurred losses of $743,000 during the third quarter of 2026 related to this development.

Income taxes

The income tax provision for the three months ended September 30, 2026 is $5,498,000 (an effective income tax rate of 27.9%).

Noncontrolling interest

The noncontrolling interest in subsidiaries is presented within total equity of the Company’s consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Results for the nine months ended September 30, 2026 compared to the same period of 2025 include a 5.9% increase in net operating revenues. For the nine months ended September 30, 2026, GAAP net income attributable to NHC was $89,813,000 compared to net income of $95,166,000 for the same period in 2025. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the nine months ended September 30, 2026 was $85,795,000 compared to $75,293,000 for the same period in 2025, an increase of 13.9%.

The increase in adjusted net income for the nine months ended September 30, 2026 was driven by our same-facility operations continuing to perform well, along with the June 1, 2026 acquisition of the five skilled nursing facilities and the July 1, 2026 acquisition of the real estate of thirty-two skilled nursing facilities and three independent living facilities from NHI.

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Net operating revenues

Net patient revenues increased $49,665,000, or 4.5%, compared to the same period last year.

The total census at owned and leased skilled nursing facilities for the nine months ended September 30, 2026 averaged 90.1%, compared to an average of 89.6% for the same period a year ago. Overall, the composite skilled nursing facility per diem increased 3.2% compared to the same period a year ago. Our Medicare per diem rates increased 2.3% and managed care per diem rates increased 8.1% compared to the same period a year ago. Medicaid and private pay per diem rates increased 2.4% and 4.1%, respectively, compared to the same period a year ago. For the nine months ended September 30, 2026 and 2025, $3,605,000 and $5,522,000, respectively, have been included in our net patient revenues for supplemental Medicaid payments.

The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $25,277,000 in net patient revenues for the nine months ended September 30, 2026 compared to the same period in 2025.

Other revenues increased $16,884,000, or 47.8%, compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements. During the second quarter of 2026, we recognized management fees of $18,325,000 previously earned for management services prior to 2025, but these management fees were not previously recognized as such revenues. These revenues did not previously meet the recognition criteria of ASC Topic 606, Revenue from Contracts with Customers, because the underlying consideration was constrained. Upon the acquisition of the five skilled nursing facilities from National on June 1, 2026, the revenue recognition criteria was met and the management fees were paid and recognized in the current period.

Total costs and expenses

Total costs and expenses for the nine months ended September 30, 2026 compared to the same period of 2025 increased $39,964,000, or 3.9% to $1,075,997,000 from $1,036,033,000.

Salaries, wages, and benefits increased $41,073,000, or 6.0%, to $728,913,000 from $687,840,000. Salaries, wages, and benefits as a percentage of net operating revenues was 60.9% compared to 60.8% for the nine months ended September 30, 2026 and 2025, respectively. The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $14,632,000 in salaries, wages, and benefits for the nine months ended September 30, 2026 compared to the same period in 2025.

Other operating expenses increased $4,169,000, or 1.5%, to $285,173,000 for the 2026 period compared to $281,004,000 for the 2025 period. Other operating expenses as a percentage of net operating revenues was 23.8% and 24.8% for the nine months ended September 30, 2026 and 2025, respectively. The operations of the five skilled nursing facilities that we acquired from National attributed to an increase of $6,681,000 for the nine months ended September 30, 2026 compared to the same period in 2025.

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity. The fair value of the land contributed to the new entity was $5,625,000. The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000. This gain was netted with other operating expenses resulting in a decrease of $3,606,000 in other operating expenses in the prior year period.

Facility rent expense decreased $9,490,000 for the nine months ended September 30, 2026 compared to the prior year period. The rent decrease is due from the July 1, 2026 acquisition of the thirty-five real estate assets from NHI. Upon the July 1, 2026 acquisition, our lease agreement with NHI was terminated. The July 1, 2026 acquisition of the thirty-five real estate assets was also the primary driver of depreciation expense increasing in 2026 compared to the prior year period.

Other income

Non–operating income decreased by $2,305,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements. The primary driver of the decrease in non-operating income are losses at the multi-family development in Franklin, Tennessee. The multi-family development is opening the apartment buildings in phases and we are currently in the lease-up phase. For the nine months ending September 30, 2026, we have incurred losses of $1,678,000 related to this development.

Income taxes

The income tax provision for the nine months ended September 30, 2026 is $27,682,000 (an effective income tax rate of 23.4%).

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Non-GAAP Financial Presentation

The Company is providing certain non-GAAP financial measures as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company’s operations and measure the Company’s performance more consistently across periods. Therefore, the Company believes this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

The tables below provide reconciliations of GAAP to non-GAAP items (dollars in thousands, except per share data):

	Three Months Ended September 30						Nine Months Ended September 30
	2026			2025			2026			2025

Net income attributable to National Healthcare Corporation	$	13,637		$	39,239		$	89,813		$	95,166
Non-GAAP adjustments:
Unrealized (gains)/losses on marketable equity securities		17,599			(20,827	)		7,610			(26,748	)
Share-based compensation expense		2,019			1,239			5,285			3,499
National management fee revenue from prior periods		-			-			(18,325	)		-
Gain on sale of property and equipment		-			-			-			(3,606	)
Income tax expense/(benefit) on non-GAAP adjustments		(5,101	)		5,093			1,412			6,982
Non-GAAP Net income	$	28,154		$	24,744		$	85,795		$	75,293


GAAP diluted earnings per share	$	0.85		$	2.50		$	5.66		$	6.10
Non-GAAP adjustments:
Unrealized (gains)/losses on marketable equity securities		1.10			(1.33	)		0.48			(1.71	)
Share-based compensation expense		0.13			0.08			0.33			0.22
National management fee revenue from prior periods		-			-			(1.15	)		-
Gain on sale of property and equipment		-			-			-			(0.23	)
Income tax expense/(benefit) on non-GAAP adjustments		(0.32	)		0.33			0.09			0.45
Non-GAAP diluted earnings per share	$	1.76		$	1.58		$	5.41		$	4.83

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Liquidity, Capital Resources, and Financial Condition

Our primary sources of cash include revenues from the operations of our healthcare and senior living facilities, management and accounting services, rental income, and investment income. Our primary uses of cash include salaries, wages and other operating costs of our healthcare and senior living facilities, the cost of additions to and acquisitions of real property, facility rent expenses, long-term debt payments, and dividend distributions. These sources and uses of cash are reflected in our interim condensed consolidated statements of cash flows and are discussed in further detail below.

The following is a summary of our sources and uses of cash flows (dollars in thousands):

	Nine Months Ended September 30						Nine Month Change
	2026			2025			$			%
Cash, cash equivalents, restricted cash, and restricted cash equivalents, at beginning of period	$	112,187		$	96,922		$	15,265			15.7	%

Cash provided by operating activities		204,953			168,271			36,682			21.8

Cash used in investing activities		(658,448	)		(20,924	)		(637,524	)		(3,046.9	)

Cash provided by/(used in) financing activities		427,629			(92,735	)		520,364			561.1

Cash, cash equivalents, restricted cash, and restricted cash equivalents, at end of period	$	86,321		$	151,534		$	(65,213	)		(43.0	)%

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2026 was $204,953,000 as compared to $168,271,000 in the same period last year. Cash provided by operating activities consisted of net income of $90,821,000 and adjustments for non–cash items of $50,305,000. There was cash provided by working capital in the amount of $64,038,000 and $62,731,000 for the nine months ended September 30, 2026 and 2025, respectively.

Included in the adjustments for non-cash items are depreciation expense, equity in earnings of unconsolidated investments, unrealized gains on our marketable equity securities, gain on sale of property and equipment, deferred taxes, and stock compensation.

Investing Activities

Net cash used in investing activities totaled $658,448,000 for the nine months ended September 30, 2026, compared to $20,924,000 for the nine months ended September 30, 2025. During 2026, the Company acquired five skilled nursing centers from National for $52,198,000, acquired thirty-two skilled nursing facilities and three independent living facilities from NHI for $564,340,000, and also purchased land in Mount Juliet, Tennessee for $2,500,000.

Cash used for property and equipment additions was $35,654,000 and $26,049,000 for the nine months ended September 30, 2026, and 2025, respectively. The increase in property additions in 2026 was primarily due to the continued development and construction of an assisted living and memory care facility in Tullahoma, Tennessee. For the nine months ended September 30, 2026, we contributed capital of $6,983,000 for one of the joint venture, multi-family developments that is under construction in Nashville, Tennessee compared to $3,123,000 for the same period in the prior year. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activities of $4,227,000 and $7,736,000 for the nine months ended September 30, 2026 and 2025, respectively.

Financing Activities

Net cash provided by financing activities totaled $427,629,000 for the nine months ended September 30, 2026 compared to net cash used in financing activities of $92,735,000 for the nine months ended September 30, 2025. The funding for the NHI acquisition was provided by the Company’s cash on hand and borrowings of $530,000,000. During 2026, cash of $67,937,000 was used to pay down the outstanding principal balance of the long-term debt compared to $63,875,000 for the same period in the prior year. Cash used for dividend payments to common stockholders totaled $30,423,000 and $28,773,000 for the nine months ended September 30, 2026 and 2025, respectively. Proceeds from the issuance of common stock totaled $20,766,000 and $9,415,000 for the nine months ended September 30, 2026 and 2025, respectively. We repurchased common shares outstanding in the amount of $24,672,000 and $9,566,000 for the nine months ended September 30, 2026 and 2025, respectively. The repurchased common shares were all from employee stock option exercises and were not from repurchases on the open market.

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Short–term liquidity

We expect to meet our short-term liquidity requirements primarily from our cash flows from operating activities. In addition to cash flows from operations, we have current cash on hand of $66,795,000 and unrestricted marketable equity securities of $154,530,000. We also have unencumbered real estate and the borrowing capacity on our available line of credit. We believe these various resources are adequate to meet our contractual obligations and growth and development plans in the next twelve months.

Long–term liquidity

We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $66,795,000, our unrestricted marketable equity securities of $154,530,000, and our borrowing capacity on our available line of credit. We also have substantial value in our unencumbered real estate assets, which could potentially be used as collateral in future borrowing opportunities.

Our ability to meet our long–term contractual obligations, and to finance our operating requirements and growth plans will depend upon our future performance. Our future performance will be affected by business, economic, financial and other factors, including potential changes in state and federal government payment rates for healthcare, customer demand, success of our marketing efforts, pressures from competitors, and the state of the economy, including the state of financial and credit markets, as well as many unforeseen factors.

Commitment and Contingencies

Governmental Regulations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the potential economic loss arising from adverse changes in the fair value of financial instruments. Currently, our exposure to market risk relates primarily to our fixed–income and equity portfolios. These investment portfolios are exposed primarily to, but not limited to, interest rate risk, credit risk, equity price risk, and concentration risk. We also have exposure to market risk that includes our cash and cash equivalents. The Company's senior management has established comprehensive risk management policies and procedures to manage these market risks.

Interest Rate Risk

The fair values of our fixed–income investments fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases, respectively, in the fair values of those instruments. Additionally, the fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, the liquidity of the instrument and other general market conditions. At September 30, 2026, we have available for sale marketable debt securities in the amount of $114,195,000. The fixed maturity portfolio is comprised of investments with primarily short–term and intermediate–term maturities. The fixed maturity portfolio allows our insurance company subsidiaries to achieve an adequate risk–adjusted return while maintaining sufficient liquidity to meet obligations.

Our cash and cash equivalents consist of highly liquid investments with a maturity of less than three months when purchased. As a result of the short–term nature of our cash instruments, a hypothetical 1% change in interest rates would have minimal impact on our future earnings and cash flows related to these instruments.

Our credit facility and term loan facility expose us to variability in interest payments due to changes in Secured Overnight Financing Rate ("SOFR") interest rates. We manage our exposure to this interest rate risk by monitoring available financing alternatives.

We do not currently use any derivative instruments to hedge our interest rate exposure. We have not used derivative instruments for trading purposes and the use of such instruments in the future would be subject to approvals by the Investment Committee of the Board of Directors.

Credit Risk

Credit risk is managed by diversifying the fixed maturity portfolio to avoid concentrations in any single industry group or issuer and by limiting investments in securities with lower credit ratings.

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Equity Price and Concentration Risk

Our marketable equity securities are recorded at their fair market value based on quoted market prices. Thus, there is exposure to equity price risk, which is the potential change in fair value due to a change in quoted market prices. At September 30, 2026, the fair value of our marketable equity securities is approximately $173,683,000. Of the $173.7 million equity securities portfolio, our investment in NHI comprises approximately $107.0 million, or 61.6%, of the total fair value. We manage our exposure to NHI by closely monitoring the financial condition, performance, and outlook of the company. Hypothetically, a 10% change in quoted market prices would result in a related increase or decrease in the fair value of our equity investments of approximately $17.4 million. At September 30, 2026, our equity securities had net unrealized gains of $129.3 million. Of the $129.3 million of net unrealized gains, $82.3 million is related to our investment in NHI.

Item 4.

Controls and Procedures.

As of September 30, 2026, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.

During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

For a discussion of prior, current, and pending litigation of material significance to NHC, please see Note 17 to Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

Item 1A.

Risk Factors.

During the nine months ended September 30, 2026, there were no material changes to the risk factors that were disclosed in Item 1A of National HealthCare Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Mine Safety Disclosures.

Not applicable

Item 5.

Other Information.

None

Table of Contents

Item 6.

Exhibits.

(a)

List of exhibits

EXHIBIT INDEX

Exhibit No.		Description

3.1.1		Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-4 (File No. 333-37185) dated October 3, 1997.)

3.1.2		Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on August 3, 2017.)

3.4		Restated Bylaws as amended February 14, 2013 (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on May 8, 2013.)

4.1		Form of Common Stock (Incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed on August 3, 2017.)

10.1		Purchase and Sale Agreement dated May 14, 2026 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and National Health Corporation (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 6, 2026).

10.2		Purchase and Sale Agreement dated April 21, 2026 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and National Health Investors, Inc. (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 6, 2026).

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32		Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Chief Financial Officer

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive File (embedded within the Inline XBRL document and include in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NATIONAL HEALTHCARE CORPORATION
	(Registrant)

Date: November 5, 2026	/s/ Stephen F. Flatt
	Stephen F. Flatt
	Chief Executive Officer


Date: November 5, 2026	/s/ Brian F. Kidd
	Brian F. Kidd
	Senior Vice President and Chief Financial Officer