PASCOE KEVIN CARLTON 4

What Happened
Kevin Carlton Pascoe, Chief Investment Officer of National Health Investors (NHI), exercised options on January 30, 2026 and acquired 17,000 shares in two exercises: 8,500 shares at $54.73 (cost $465,205) and 8,500 shares at $57.76 (cost $490,960), total cash outlay ≈ $956,165. The filing also reports 13,602 shares disposed at $82.12 (value $1,116,996) to cover exercise-related taxes/withholding (code F), plus two derivative-disposition entries of 8,500 shares each reported at $0 (code M). This pattern is consistent with an option exercise combined with share withholding/sale to satisfy tax and/or exercise obligations rather than a straightforward open‑market purchase or sale.

Key Details

• Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (filed within the standard two business-day window).
• Option exercises (code M): 8,500 shares @ $54.73 = $465,205; 8,500 shares @ $57.76 = $490,960 (total acquired = 17,000 shares; total cost ≈ $956,165).
• Tax/withholding (code F): 13,602 shares disposed @ $82.12 = $1,116,996 (surrendered/sold to cover taxes or exercise costs).
• Additional derivative dispositions: two entries of 8,500 shares each reported as disposed at $0 (code M) — reported as derivative/security conversions in the filing.
• Shares owned after the transaction: not specified in the provided filing details.
• Codes explained: M = exercise/conversion of derivative (options); F = payment of exercise price or tax liability (withholding).

Context

• This appears to be a cashless-style exercise: options were exercised and a portion of the resulting shares were withheld or disposed to cover taxes/fees. That is a routine administrative step and does not necessarily signal a change in personal outlook.
• Purchases (exercises) can be seen as a form of insider investment, but the net change in holdings here is unclear because a large number of shares were surrendered for tax withholding.
• No 10%‑owner or gift reporting issues are indicated in the provided data.