Afternoon, welcome to the 2026 annual stockholders meeting for National Health Investors. I am Beth Blankenship, SVP of Legal Affairs and Corporate Secretary of National Health Investors. Thank you for joining us today. We will proceed by following the agenda provided. I'd like to introduce the chair of our board, Robert McCabe, to commence the meeting.
Okay. Thank you, Beth. It's my pleasure to be here. I'm Rob McCabe, Board Chair of National Health Investors, and I'll serve as chairman of the meeting today. Looks like a friendly audience, best I can tell. It's my pleasure to call to order the 2026 annual meeting of stockholders of National Health Investors. On behalf of your board of directors, I welcome each of you and appreciate your attendance and support of NHI. We have two retiring directors that aren't with us today, Robert Adams, who is well-known in this industry, really a legend in the senior housing business and really loaded with common sense, who served us well. We'd like to thank Robert for that. Charlotte Swafford, whom you all know, who has been a really measured director with good common sense questions and very supportive of shareholders and management.
I know Eric's going to thank John Spaid, who will be retiring here shortly, John. I wanted to personally thank John for taking our financial function to another level during his tenure, and you can tell by the quality of the staff here, John, that you've attracted over the years that we're in good shape. Congratulations to you. I'd like to turn the meeting over to our CEO, Eric Mendelsohn, for the formal business. Thank you.
Thank you, Rob.
Yes, sir.
Thanks, Rob. Thank you, Rob. Good afternoon. I'm Eric Mendelsohn, CEO and Director of National Health Investors. I'd like to first introduce other members of the board who have joined us. Robert Chapin, Jr., Lilly Donohue, Candace Todd, Tracy Colden, and James Jobe. Thank you for coming. I'd also like to introduce members of our senior management present this afternoon. John Spaid, our CFO. Kevin Pascoe, Chief Investment Officer. David Travis, Chief Accounting Officer. Beth Blankenship, who started us off, SVP of Legal Affairs and Corporate Secretary, and Kristin S. Gaines, Chief Transaction Officer. Thank you for joining us. Also joining us today is Michael Berg of BDO USA, P.C., our independent registered public accounting firm. Michael is available to answer any questions about BDO's services to the company during the general business question and answer session at the conclusion of this meeting.
Before I continue, a couple of words about John Spaid, who has been with us a little over 10 years. John and I worked together at Emeritus Senior Living, John distinguished himself as being an expert at not only the senior housing business, but also we termed a Excel Ninja. I first learned the term pivot table from John. John quickly rose through the ranks of Emeritus, When I got the job at NHI, I recognized the need for a higher level of accounting acumen. John answered my call. Thank you for taking that call, John. Relocated to, Nashville area and served us with great distinction, eventually becoming our CFO. At the time, some of you may recall, we didn't have a CFO. We just had a Chief Accounting Officer. There was a need. John more than filled that need.
He got us an investment-grade rating with the bond rating agencies, which helped us get access to capital that we never had before through a bond offering, which, by the way, was during the pandemic and was at one of the lowest rates our bond team had ever seen. Thank you, John. We'll now move to the formal business of the meeting. After which management will make a presentation. We've allotted time after the presentation for answering questions. For those joining virtually, we do not expect any technical difficulties. However, in the event we lose our webcast connection or otherwise experience technical difficulties, please rejoin the meeting and allow for some time for these difficulties to be resolved. I'll now turn the meeting back over to our Corporate Secretary, Beth Blankenship. Beth.
Thank you, Eric. This annual meeting was called by the Board of Directors of National Health Investors in accordance with the company's organizational documents and Maryland law. I have an affidavit of mailing from Broadridge certifying as to the mailing of notice of this meeting to stockholders of record as of March 27, 2026, which Broadridge commenced distributing to stockholders on April 3, 2026. I can report that this meeting was duly called and that notice was properly given to stockholders. I also have a copy of the 2025 annual report, which includes financial statements certified by BDO. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report has been available on the SEC's EDGAR website since April 3, 2026.
The notice of meeting and the affidavit of mailing, together with the attachments thereto, and the 2025 annual report will be filed with the minutes of this meeting. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules and procedures which govern this meeting. The rules and procedures are available on the virtual meeting platform and have also been provided to those attending in person. As we enter the stage of voting on the matters before this meeting, I note that motions and seconds will not be required for the proposals listed in your proxy statement and on the agenda. The Board of Directors has appointed Tony Carrido of Broadridge to act as the Inspector of Election for this meeting.
The Inspector of Election has signed an oath of office, which will be filed with the records of this meeting. Tony has in his possession a certified list of the stockholders of record as of the record date of the company's common stock entitled to vote at this meeting. The Inspector of Election has advised me that we have present, virtually or by proxy, stockholders holding a majority of the shares entitled to be voted upon any proposal before the meeting. Accordingly, we have a quorum and will proceed with the business of the meeting. Let me briefly describe the voting procedures. You are entitled to vote if you are a stockholder of record of the company's common stock as of the close of business on March 27, 2026, which is the record date for the meeting, or otherwise hold a valid proxy entitling you to vote at this meeting.
If you have previously voted, you do not need to vote again unless you would like to change your vote. If you have returned a proxy, your shares will be voted according to your instructions. For anyone who has not submitted a ballot and wishes to do so or wishes to change a previously submitted ballot, you may request a ballot if you are present in person, or if attending virtually, please click on the Vote Here button at the bottom of your screen to submit your vote. Voting by ballot at this meeting revokes any prior proxy you may have submitted. The Inspector of Election will not accept ballots, proxies or votes, or any changes or revocations thereof, submitted after the closing of the polls. It is now 1:08 P.M., and I declare the polls open for each matter to be voted upon today.
You may vote until I announce that the polls are closed. There are three matters to be voted upon today, which I will review. Each of the proposals are discussed in our 2026 proxy statement. The first item of business on our agenda is the election of directors. Robert W. Chapin, Jr., Tracy M.J. Colden, Lilly H. Donohue, James Jobe, Robert McCabe, D. Eric Mendelsohn, and Candace Todd are all current directors and have been duly nominated by the NHI Board for re-election to serve as directors until the 2027 annual meeting of stockholders. There were no nominations submitted by stockholders in accordance with the bylaws prior to this meeting. I declare the nominations closed. The affirmative vote of the holders of a majority of the votes cast at the meeting is required to approve each director nominee.
The next item of business is an advisory vote on the compensation of our named executive officers. The stockholders have been asked to approve the compensation paid to NHI's named executive officers as disclosed in the company's proxy statement. The affirmative vote of the holders of a majority of the votes cast at the meeting is required to approve this motion. The final item of business on our agenda is the ratification of the Audit Committee's selection of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative vote of the holders of a majority of the votes cast at the meeting is required for the ratification of BDO.
Now that I have summarized the voting matters, I will pause briefly for anyone who has not submitted a ballot and wishes to do so or wishes to change a previously submitted ballot. If so, you may request a ballot if you are present in person, or if you are attending virtually, please click on the Vote Here button at the bottom of your screen now to submit your vote. The Inspector of Election will not accept ballots, proxies, or votes, or any changes or revocations thereof, submitted after the closing of the polls. The polls for each matter to be voted on at this meeting will close shortly. It is now 1:12 P.M., and the polls for each matter to be voted on at this meeting are now closed.
We have been informed by the Inspector of Election that the ballots have been counted. I will now report on the preliminary results of the voting. On the motion for the election of directors, each of Robert W. Chapin, Jr., Tracy M.J. Colden, Lilly Donohue, James Jobe, Robert McCabe, D. Eric Mendelsohn, and Candace Todd received the affirmative vote of a majority of the votes cast to elect each of them to the Board of Directors until the 2027 annual meeting of stockholders. On the advisory vote on the approval of the compensation paid to our named executive officers, the motion received the affirmative vote of a majority of the votes cast.
On the motion for the ratification of the selection of BDO USA, P.C. as our independent registered public accounting firm, the motion received the affirmative vote of a majority of the votes cast. The final vote results of the stockholder vote will be set forth in the report of the Inspector of Elections and will be included in the records of this meeting. The final results will also be available for stockholders to review on our current report on Form 8-K, which will be filed with the Securities and Exchange Commission within four business days following this meeting. That completes the formal business of the meeting for today. I'd like to turn the meeting over to Eric Mendelsohn, our CEO, and John Spaid, our CFO, to update you on the operations of NHI.
Thank you, Beth, and welcome everyone again. I'd like to take this opportunity to update everyone on the performance of the company through 2025. We're kind of in a time machine. We're not talking about much that's happened in 2026, even though we all know a lot has happened, and these are not forward-looking statements. Thank you, Dana. All right. Going to slide four. 2025 saw NFFO and FAD increase by 10.6% and 13.7%, respectively, per share. As many of you know, that's a remarkable achievement, especially considering where we were coming from. Many years, we're happy just to get above 5% FAD increase per share. We were very happy with those results. We've also increased our exposure to SHOP, and that led to some organic growth, 7.6% organic growth, which is a significant contribution, and we hope for more contributions from SHOP by increasing our SHOP exposure.
I'll talk about that more in a minute. We announced $392.4 million of investments at an average yield at 8.1%, which significantly exceeds our cost of capital. John will tell us more about our cost of capital in a minute, but we're always trying to make deals that are accretive, which often distinguishes us from other REITs, which will often make deals that are dilutive and hope for accretion at a later day. That makes Kevin's job a little harder to find those deals. Sometimes it's frustrating, but that's part of our secret sauce. Another thing that we've done is we've changed our leverage policy. Because of the high cost of debt, John and the board, all of us decided that we would move our leverage ratios down from 4.5-5.5 to 3.5-4.5. Why would you do this?
Well, if debt is more expensive, it makes more sense to use equity. That's a decision that I think will serve us well. Overall, we delivered a total shareholder return of 15.7%, which is good. When you compare it to other REITs, it's just good. Three-year TSR, total shareholder return, was 72.9%, much better, and five-year is 47.7%, also good. Thank you, all of you, for your efforts getting that done. Dana, to the next slide. This is a slide some of you are familiar with, why senior housing is a great place to be. It's showing that inventory growth is dropping.
One of the lowest levels it's been since 2011, 2012, and it also shows that new starts are also very small, which means that the people who own the senior housing right now are really in a great position to have higher occupancy and to have higher rate growth, which is something that leads to good TSR. Next slide, Dana. This shows the population growth of 85+. The CAGR from 2020 - 2030 is 1.9%, and then it really gets interesting after 2030 to a 3.5% CAGR. That also bodes well for our industry for many years to come. Absorption is well above historic averages, which tells us that we should look forward to some higher occupancy. We're changing our focus. Next slide, Dana. From skilled nursing to private pay senior housing. A little bit of preview of 2026.
We announced the sale of the NHC portfolio, and what that means is a lot of our metrics will be changing. That's going to take a large part of the government pay and other types of skilled nursing activities and change it to private pay. That's going to help with our multiple. A lot of times, Wall Street analysts will gauge you based on the rate of growth that your products are achieving, and skilled nursing is usually a lower rate of growth because you're dependent on government programs to pay the resident bills. If you're in private pay, you can have whatever the market will bear, and presumably because of the charts you just saw demographically, the rates will be better.
As Kevin knows, we're looking for compound annual growth rates of high single digits, low double digits, which is not something you're likely to see in skilled nursing. Next slide, Dana. Thanks. This shows how our relationships are often with existing customers. We like to say that we're going to turn the green in new relationships into orange existing relationships. We often say we're a relationship REIT. What does that mean? That means that we're not only a capital provider to our clients and residents, we're also a brain trust. We're a partner. We're someone that they're going to call if they have an idea how to grow their business, and we can help them with that. That's one of the reasons NHI prospers.
I feel like our brand distinguishes itself because we're more accessible, and I think many of you know that when you visit our customers, you're received warmly, and I can tell you that isn't always the case. Sometimes, when a REIT visits its customers, they're very defensive, and they're very scared, and that's not what you want in a customer. Next slide, Dana. This is about the balance sheet. I don't want to steal John's thunder, so let's go to the next one. This gives you an idea of I know all of you know this, but this is for the shareholders out in the ether there. A lot of our value and secret sauce comes from focusing on the Midwest and the South. We believe tertiary markets and secondary markets hold better value.
I'm often telling investors that I'd rather be in Carmel, Indiana, than Carmel, California, and this map kind of demonstrates that. This is our pie chart of products that we own. You can see skilled nursing is still a large part of that. That's about to change with the NHC deal. We have an updated version, I think, Dana, on the next slide. Dana. Thank you. This talks about the diversification. We'll have less skilled nursing. We'll have more independent living. We'll have more buy-in. We'll have more assisted living and more memory care once the NHC deal closes. I think that's the end of my presentation. Dana, next slide. Yep. All right. With that, I'm going to turn it over to John, who will give you some detailed financial metrics. All yours.
Thank you, Eric. Good afternoon, everybody. First, let me say to Rob, our chairman, McCabe, thank you very much for those kind words. It meant a lot to me, and I just want to say what an honor it's been to serve this company, to be a part of that board and the decisions that the board made, and all the things we've done over the last 10 years, since 2016, since I've been here. We've changed a lot. I look around the room today at many of the associates and my colleagues, and I think we were 16, 17 employees when I first arrived. Actually, Eric mentioned before I was the 19th employee, and we're more than double that now.
I look at the acumen of the people in this room who have now come in to join the company, and I think about all the successes that we've had in the last 10 years, and I'm very proud of that. It wasn't me, it was you. It was all of your acumen and all of your hard work that made all these things happen, and I really appreciate that. It's been a privilege to be a part of that. Eric, all I can say is thank you for giving me that call. This has been one of the best moments of my life, this last 10 years, thanks to you. I will be eternally grateful for this opportunity and for working with you and the rest of the team for that 10 years. Starting with the financial review now.
Let me start with our financial highlights. For the 12 months ended December 31st, 2025, our net income per diluted common share was $3.02. It was slightly down year-over-year, but recall that in 2024, we recognized a $6.3 million non-cash gain related to derivative accounting for forward equity sales agreements, as well as a $6.7 million gain in sales of real estate. Our NAREIT FFO was $4.65 per share, which was up 2.2% from 2024. Our normalized FFO, which now excludes the impacts of the derivative accounting and real estate gains, was $4.91 per share. We're up 10.6% from the prior year. Several one-time items contributed to our excellent performance and included gains from equity method investments of $3.7 million compared to $400,000 in the prior year, a $3.4 million benefit to our credit loss reserve compared to a credit loss expense in the prior year of $4.6 million.
Finally, we recognized $3.9 million in cash rental income upon lease terminations as a result of our SHOP transitions in the third quarter of 2025. FAD for the year increased 13.7% to $232.1 million from the prior year. We began to more aggressively grow the company's SHOP segment beginning in the third quarter of 2025. At the year-end, December 31st, 2025, the 26 SHOP assets represented approximately $634 million in gross assets, or approximately 18% of the company's $3.5 billion in total gross assets. Total SHOP NOI at the end of 2025 was $19.1 million, or an increase of 57.2% over 2024, which was due to the same-store NOI growth on the 15 property same-store assets and the additional NOI from seven transition SHOP assets and four new SHOP acquisition assets. Next slide, please.
This is a quarter-over-quarter cash flow statement. I just mention it because we are very active with the balance sheet in 2025. During the year, the company retired $200 million in debt. We issued 2.5 million shares of stock for $181.1 million in forward equity proceeds, which were attributable to both our 2024 equity follow-on activity and our 2024 and 2025 forward ATM activities. We ended the year with $44.5 million in escrowed forward proceeds in exchange for the future delivery of 643,000 shares. We issued a new seven-year, $350 million public bond in the third quarter at a coupon of 5.35%, which allowed us to increase our weighted average debt maturity rate to 4.4 years. That was our second public bond. We also redeployed $92.3 million in mortgage and notes receivable repayment proceeds.
As part of our 2025 investment activities, we converted approximately $50.8 million in notes receivable into fee simple lease and SHOP investments, something Eric often talks about as our loan-to-own program. All this activity allowed the company to provide $365.1 million in new capital toward all its investments and commitments, ending the year with a strong balance sheet, as indicated by the 3.8x net debt to Adjusted EBITDA ratio. Next slide. The company ended the year with $1.2 billion in unsecured debt and an average interest rate of 4.4%. The company has no secured debt, which is a valuable resource for assuming future investment mortgages while maintaining the company's investment-grade ratings.
Ever mindful of the higher interest rate for longer environment, the company monitors its weighted average cost of capital, or WACC, and although our weighted average cost of debt is in the mid 4% range, indicative pricing for additional 10-year bonds for the company is currently closer to 6%. Given the higher for longer interest rate environment, we recently changed our leverage policy from 4 x-5 x net debt to Adjusted EBITDA to 3.5 x-4.5 x. The change reflects the impact higher rates will have on the company's interest expense in the future and the resulting impact to the company's debt service coverage ratio. The company continues to enjoy the benefits from its inaugural 3% coupon, $400 million public bond, which doesn't mature until the beginning of 2031. Next slide.
With the 2025 issuance of the company's second public bond, the company has better laddered its debt maturities and has ample liquidity to retire the maturities coming due in 2026 and 2027. Our weighted average debt maturity, as I mentioned before, is 4.4 years at year-end, and the company's investment-grade ratings are in good shape with stable outlooks across all three agencies. Next slide. As detailed in the previous slides, as I mentioned before, our 2025 performance resulted in strong total shareholder return for the one, three, and five-year periods ended December 31st, 2025. Next slide. The company's dividend policy continues to be to dividend 100% or more of its taxable net income. In 2025, we raised our dividend for the first time since the beginning of the pandemic. We were very pleased to be able to do that.
As a result, our total dividends for 2025 resulted in $0.32 of non-dividend distributions or return of capital to our shareholders. With that concludes my remarks. Eric, do you have any closing remarks?
Actually, I think Beth has the closing remarks.
All right.
Beth?
I now invite you to ask any questions you may have regarding the company and its business. Please raise your hand to ask a question or submit questions in the chat window of your virtual meeting screen. Again, we will continue to observe the rules and procedures as provided at this meeting and posted on the virtual meeting website. Are there any? No.
All right. If there are no further questions, ladies and gentlemen, thank you for attending today's meeting. The meeting is now adjourned.
This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.