Travis David L 4

What Happened

• Travis David, Senior Vice President and Chief Accounting Officer of National Health Investors (NHI), exercised stock options on 2026-02-09 to acquire a total of 37,200 common shares. The exercise involved multiple tranches at exercise prices of $53.41 and $54.73, with the reported aggregate exercise/consideration equal to $2,019,852.
• To cover tax withholding/obligations, 28,868 of those shares were surrendered (disposed) at a market price of $85.10, valued at $2,456,667. After withholding, Mr. David retained approximately 8,332 net shares from this transaction. This was effectively a cashless exercise (options exercised and shares withheld to meet tax obligations).

Key Details

• Transaction date: February 9, 2026; Form filed February 11, 2026 (appears timely).
• Option exercise tranches reported (acquired):
  • 2,404 shares @ $53.41 = $128,398
  • 9,796 shares @ $53.41 = $523,204
  • 8,333 shares @ $54.73 = $456,065
  • 8,333 shares @ $54.73 = $456,065
  • 8,334 shares @ $54.73 = $456,120
  • Total exercised: 37,200 shares; total exercise consideration shown = $2,019,852.
• Withholding/tax disposition (code F): 28,868 shares @ $85.10 = $2,456,667 (surrendered to cover tax/exercise obligations).
• Net shares retained from this exercise: ~8,332 shares (37,200 − 28,868). The filing does not state Mr. David’s total holdings after this transaction beyond the net from the exercise.
• Reporting codes: M = option exercise/conversion; F = payment of exercise price or tax liability (shares withheld). Some $0.00 lines reflect derivative conversion/reporting mechanics, not additional cash sales.

Context

• This is an option exercise with shares withheld to satisfy tax withholding — a routine, non-market-sale way to fund tax obligations (commonly called a cashless exercise). The withholding value ($2.46M) reflects the market price used to cover taxes, which can exceed the exercise cost ($2.02M).
• Such exercises indicate realization of vested equity rather than an open-market buy or sell; they are not, by themselves, a clear signal of bullish or bearish insider sentiment.