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Land & Buildings urges National Health stockholders to vote for its nominees

Land & Buildings Investment Management, a significant stockholder of National Health Investors (NHI), sent a letter to the Company’s stockholders outlining the case for change and how Land & Buildings’ independent and experienced nominees – Adam Troso and Jim Hoffmann – can instill true independence on the NHI Board of Directors and help maximize stockholder value. Land & Buildings also filed definitive proxy materials in connection with its nomination of Messrs. Troso and Hoffmann for election to the Board at NHI’s 2025 Annual Meeting of Stockholders, scheduled for May 21, 2025. “Unfortunately, the Company’s stockholder returns have meaningfully underperformed, and the stock is substantially undervalued compared to its Senior Housing REIT Peers,” the letter reads/ “This underperformance stems, in our view, from an archaic corporate governance structure, including a staggered board (which NHI only committed to declassify following our engagement) and a Board of Directors (“Board”) rife with conflicts of interest – such as multiple Board members’ significant stock ownership in one of NHI’s largest tenants, National Healthcare Corp. (“NHC”). Further, despite our sincere efforts to engage constructively with the Company over the past year to enhance governance and avoid a costly proxy contest, the Company has chosen instead to make reactive and one-sided changes that we believe fall well short of what is needed to fix the broken governance at NHI. Notably, NHI unilaterally hand-picked new directors for the Board, rather than consider stockholders’ input by working collaboratively with us to reach alignment on the skillsets needed in the boardroom. As a result, this marks the second year in a row where we have had to take our concerns directly to stockholders. We are seeking your support to elect our two highly qualified nominees – Adam Troso and Jim Hoffmann – at the Company’s upcoming 2025 Annual Meeting of Stockholders (the “Annual Meeting”). We believe these candidates would collectively bring much-needed independence, leadership, and real estate investment expertise – free from conflicts – to the boardroom… We have no confidence that the current Board, including Robert Adams and Jimmy Jobe, will act in the best interest of all stockholders given clear conflicts and competing economic interests… We strongly urge you to vote on the GOLD proxy card or GOLD voting instruction form TODAY to elect Jim Hoffmann and Adam Troso. Together, we can ensure that NHI is positioned for long-term success and value creation.”

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