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NHC 8-K filings, explained
Every material Form 8-K National Healthcare has filed with the SEC since November 13, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
National HealthCare Corporation reported third-quarter 2026 net operating revenues of $407,971,000, up 6.6%, and adjusted net income of $28,154,000, up 13.8%. GAAP net income attributable to NHC fell to $13,637,000 from $39,239,000, and the company tied the adjusted gain mainly to 2026 facility acquisitions.
Net operating revenues were $407,971,000 for the quarter ended September 30, 2026, versus $382,661,000 a year earlier.
GAAP diluted EPS was $0.85 versus $2.50; adjusted diluted EPS was $1.76 versus $1.58.
Adjusted net income rose to $28,154,000 from $24,744,000, driven by the June 1, 2026 acquisition of five skilled nursing facilities and the July 1, 2026 acquisition of real estate from National Health Investors.
The GAAP decline reflects a $17,599,000 unrealized loss on marketable equity securities in the quarter, which the company excludes from adjusted results.
National HealthCare Corporation announced on November 5, 2026, that it will pay a quarterly common dividend of 67 cents per share. The company said the dividend is payable to shareholders of record on December 31, 2026, and paid on January 29, 2027. The filing covers a routine dividend declaration and does not include financial results or guidance.
Quarterly common dividend of 67 cents per share
Record date: December 31, 2026
Payment date: January 29, 2027
Announced in a press release dated November 5, 2026, filed as Exhibit 99.1
National HealthCare Corporation reported net operating revenues of $408.0 million for the quarter ended June 30, 2026, up 8.8% from $374.9 million a year earlier, mainly due to the June 1, 2026 acquisition of five skilled nursing facilities. GAAP net income attributable to NHC rose to $40.3 million, or $2.54 per diluted share, from $23.7 million, or $1.52, while adjusted diluted EPS was $1.74 compared with $1.65.
Net operating revenues were $408.0 million for Q2 2026 versus $374.9 million for Q2 2025, an 8.8% increase.
GAAP net income attributable to NHC was $40.3 million ($2.54 per diluted share) versus $23.7 million ($1.52) a year earlier.
Adjusted net income was $27.6 million versus $25.7 million, a 7.2% increase; the adjusted figure excludes $18.3 million of national management fee revenue from prior periods.
The five acquired skilled nursing facilities have 639 licensed beds in Tennessee and South Carolina.
NHC completed its purchase of the real estate of 32 skilled nursing facilities and 3 independent living facilities from National Health Investors for $560 million, ending a lease arrangement under which NHC had operated these facilities since a 1991 master lease. The company said it expects the ownership to be accretive to earnings and cash flow, but the filing gives no figures for that expectation. The deal was funded with $530 million of new borrowings, which adds to NHC's debt.
Purchase price of $560 million for real estate of 35 facilities (32 skilled nursing, 3 independent living), located in seven states
Drew the entire $475 million senior unsecured term loan and $55 million under the revolving credit facility on the closing date
Revolving credit facility increased from $50 million to $75 million under a First Amendment dated June 29, 2026; prior $50 million facility terminated with no outstanding borrowings
Four Florida skilled nursing facilities remain subject to a third-party operator's lease, which NHC has assumed under a subsidiary
National HealthCare entered a credit agreement on May 26, 2026, providing a $475.0 million senior unsecured term loan and a $50.0 million revolving credit facility. The company expects to draw the full term loan to help fund its purchase of assets and real property from National Health Investors, with closing currently anticipated on or around July 1, 2026. The filing does not report earnings, so shareholders can weigh the new debt against the acquisition's size and the stated closing conditions.
Term loan of $475.0 million and revolving facility of $50.0 million, both maturing five years after the Funding Date
Proceeds expected to help fund the Transaction with National Health Investors under an April 21, 2026 purchase agreement
Commitments terminate automatically if the Funding Date has not occurred by August 31, 2026
Existing credit agreement with Bank of America to be repaid in full at initial funding; no amounts were outstanding as of March 31, 2026
NHC's subsidiary NHC/OP, L.P. agreed on May 14, 2026 to buy the land, buildings and other specified assets of five skilled nursing facilities (four in Tennessee, one in South Carolina) from National Health Corporation, an ESOP-owned affiliate that serves as NHC's administrative services contractor and holds about 6.6% of NHC's common stock. The closing is subject to financing Buyer determines it needs, government approval of operating license transfers, and other conditions, and there is no assurance the deal will close as described. The management agreements that NHC subsidiaries have with the seller will terminate at closing.
Purchase price is $50.5 million, subject to adjustments, payable at closing
Buyer's $750,000 deposit is due within three business days of May 14, 2026, and is refundable only if Buyer terminates during the inspection period
Inspection period ends on the earlier of June 16, 2026 or the closing date; closing is expected in the second quarter of 2026
$2.0 million of the price goes into a 12-month indemnification escrow after closing
NHC reported first-quarter 2026 net operating revenues of $381.8 million, up 2.2% from $373.7 million a year earlier. GAAP net income attributable to the company rose to $35.9 million, or $2.27 per diluted share, from $32.2 million, or $2.07, and adjusted diluted EPS was $1.91 versus $1.59. The filing also shows dividends declared of $0.64 per share, up from $0.61.
Net operating revenues were $381.8 million for the quarter ended March 31, 2026, compared with $373.7 million a year earlier.
GAAP net income attributable to NHC was $35.9 million, compared with $32.2 million; GAAP diluted EPS was $2.27 versus $2.07.
Adjusted net income, which excludes unrealized gains on marketable equity securities and other non-GAAP items, was $30.1 million, up 21.1% from $24.8 million.
Dividends declared were $0.64 per common share, compared with $0.61 a year earlier.
NHC's subsidiary NHC/OP, L.P. agreed to buy the land and buildings of 32 skilled nursing facilities and three independent living facilities from National Health Investors, Inc. (NHI), which NHC currently leases under a Master Agreement to Lease. NHC can terminate the agreement for any reason through a review period ending May 29, 2026, with substantially all of its initial $5 million deposit refunded, and the deal is expected to close in the third quarter of 2026. NHC's chief executive says the deal is expected to be accretive to earnings and cash flow, but the filing gives no earnings or cash flow figures.
Purchase price is $560 million, subject to adjustment, payable at closing, with no financing contingencies; NHC expects to fund part of it with a new credit facility.
A $5 million initial deposit is due within five business days; an additional $15 million deposit is due within seven business days after the review period ends on May 29, 2026, if NHC has not terminated.
NHC will keep operating the facilities except four Florida skilled nursing facilities, which are subleased to a third-party operator; the Master Lease will be terminated for the other facilities at closing.
Closing is expected in the third quarter of 2026, subject to Hart-Scott-Rodino antitrust waiting period and other conditions; NHC's chairman Robert G. Adams sits on NHI's board and is not standing for reelection there.
National HealthCare Corporation reported results for the year and quarter ended December 31, 2025, in a press release furnished under Item 2.02. Full-year net operating revenues and grant income rose 16.1% to $1.5 billion, and GAAP net income attributable to NHC rose to $120.0 million from $101.9 million. For shareholders, both revenue and reported profit increased, though the filing notes that the year's GAAP results include unrealized gains on marketable equity securities.
FY2025 net operating revenues and grant income: $1,517,781,000, up from $1,307,382,000 in 2024
FY2025 GAAP net income attributable to NHC: $120,015,000 (diluted EPS $7.67), up from $101,927,000 in 2024
FY2025 adjusted diluted EPS: $6.65, compared with $4.93 in 2024
Q4 2025 GAAP diluted EPS: $1.58, compared with $0.39 in Q4 2024; Q4 adjusted diluted EPS: $1.83, compared with $1.66
National HealthCare Corporation increased its board from seven to nine directors effective February 12, 2026, appointing Dr. David Gifford and Andrew Adams to fill the new seats. The filing is a governance change with no reported financial results, and it adds a geriatric health policy background and long-term care administration experience to the board.
Board expanded by two seats to nine directors effective February 12, 2026
Dr. David Gifford, a geriatrician and former AHCA/NCAL official, named a Class 2 director and Nominating and Corporate Governance Committee member
Andrew Adams, a long-term care administrator and grandson of founder Dr. Carl Adams, named a Class 1 director with a 2026 shareholder vote and Compensation Committee role
National HealthCare appointed Dr. Lisa Piercey to its board effective November 6, 2025, and named her to the Audit Committee. The company also said President and COO R. Michael Ussery will retire December 31, 2025, after which CEO Stephen F. Flatt will also serve as president and Timothy J. Shelly will become principal operating officer.
Dr. Lisa Piercey appointed director effective November 6, 2025; independent director and Audit Committee member
Piercey is intended as a nominee for a three-year term at the 2026 Annual Meeting of Shareholders
R. Michael Ussery retires as President and COO effective December 31, 2025
Stephen F. Flatt, CEO since January 1, 2017, will also serve as president; Timothy J. Shelly becomes principal operating officer
National HealthCare Corporation reported third quarter 2025 results, with net operating revenues up 12.5% year over year to $382.7 million, driven by an 8.7% increase in same-facility revenues and the August 2024 acquisition of White Oak Management. GAAP net income attributable to NHC fell to $39.2 million from $42.8 million, while adjusted (non-GAAP) net income rose 24.3% to $24.7 million, so shareholders see higher revenue and adjusted earnings alongside lower reported GAAP profit.
Net operating revenues were $382.7 million for the quarter ended September 30, 2025, versus $340.2 million a year earlier.
GAAP diluted EPS was $2.50, down from $2.73; adjusted diluted EPS was $1.58, up from $1.27.
GAAP net income attributable to NHC was $39.2 million, versus $42.8 million; the adjusted figure excludes unrealized gains on marketable equity securities.
Dividends declared were $0.64 per common share, up from $0.61.
National HealthCare Corporation (NHC) said its President and Chief Operating Officer, R. Michael Ussery, intends to retire effective December 31, 2025, after notifying the company on September 23, 2025. The filing states that his decision did not involve any disagreement with the company, and he will continue in both roles until he retires. Shareholders will see a change in the company's senior operating leadership at year-end, though the filing does not name a successor.
Ussery has been with the company since 1980 and was appointed Chief Operating Officer on January 1, 2009, and President on January 1, 2017.
Retirement is effective December 31, 2025; the filing states it did not involve any disagreement with the company.
CEO Steve Flatt is quoted in the September 26, 2025 press release (Exhibit 99.1) thanking Ussery for his contributions.
National HealthCare reported net operating revenues of $374.9 million for the quarter ended June 30, 2025, up 24.7% from $300.7 million a year earlier, driven by a 9.6% rise in same-facility revenues and the August 1, 2024 acquisition of White Oak Management. GAAP net income attributable to NHC fell to $23.7 million from $26.8 million, while adjusted net income rose 64.7% to $25.7 million, so shareholders see higher revenue and adjusted earnings alongside lower GAAP earnings.
Net operating revenues $374.9 million vs $300.7 million, up 24.7%; same-facility net operating revenues up 9.6%
GAAP net income attributable to NHC $23.7 million vs $26.8 million; GAAP diluted EPS $1.52 vs $1.73
Adjusted net income $25.7 million vs $15.6 million, up 64.7%; adjusted diluted EPS $1.65 vs $1.00
Dividends declared of $0.64 per common share for the quarter vs $0.61 a year earlier
NHC reported first-quarter 2025 results for the quarter ended March 31, 2025. Net operating revenues rose 25.7% year over year to $373.7 million, driven by an 8.5% increase in same-facility revenue and the August 1, 2024 acquisition of White Oak Management, Inc. GAAP net income attributable to NHC increased to $32.2 million, or $2.07 per diluted share, from $26.2 million, or $1.69 per diluted share, a year earlier.
Net operating revenues were $373.7 million versus $297.2 million in the first quarter of 2024, an increase of 25.7%.
GAAP net income attributable to NHC was $32.2 million, compared with $26.2 million a year earlier.
Adjusted diluted EPS was $1.59 versus $0.99 a year earlier; adjusted net income was $24.8 million versus $15.4 million.
Same-facility net operating revenues rose 8.5%; the White Oak acquisition closed August 1, 2024.
National HealthCare reported full-year 2024 net operating revenues and grant income of $1,307,382,000, up 14.5% from 2023, and GAAP net income attributable to NHC of $101,927,000, up from $66,798,000. Fourth-quarter GAAP net income fell to $6,081,000 from $28,406,000, mainly due to an unrealized loss of $25,332,000 on marketable equity securities, while adjusted net income rose 62.7% to $25,954,000.
Full-year 2024 GAAP diluted EPS was $6.53, compared with $4.34 in 2023; adjusted diluted EPS was $4.93, compared with $3.55.
Fourth-quarter 2024 GAAP diluted EPS was $0.39, compared with $1.83 in the fourth quarter of 2023; adjusted diluted EPS was $1.66, compared with $1.03.
Full-year revenue growth reflected a 9.4% increase in same-facility net operating revenues and the August 1, 2024 acquisition of White Oak Manor.
The filing does not include forward-looking guidance for 2025; the full press release is attached as Exhibit 99.1.
National HealthCare Corporation said director W. Andrew Adams intends to retire from its Board of Directors after 32 years of service, effective at the conclusion of the 2025 annual meeting on May 8, 2025. The company said the decision did not involve any disagreement, and Adams does not serve on any board committees.
W. Andrew Adams notified the company on November 7, 2024 of his intent to retire from the Board.
Retirement takes effect at the conclusion of the 2025 annual shareholder meeting, scheduled for May 8, 2025.
Adams served 32 years and does not sit on any Board committees.
The filing states the decision involved no disagreement with the company.
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