Mendelsohn D. Eric 4

What Happened

• D. Eric Mendelsohn, CEO, President and a director of National Health Investors (NHI), exercised stock options on 2026-02-17 to acquire 25,000 shares at an exercise price of $73.34 per share (total cash paid: $1,833,500).
• As part of the same transaction, 22,055 shares were disposed/withheld to satisfy tax withholding obligations at a reported value of $91.02 per share (total value withheld: $2,007,446).
• The filing also shows the related option/derivative position recorded as disposed at $0, reflecting the conversion/cancellation of the derivative upon exercise.

Key Details

• Transaction date: 2026-02-17; filing date: 2026-02-19 (appears timely).
• Exercise: 25,000 shares acquired at $73.34 each (code M) — $1,833,500 cash paid.
• Tax withholding: 22,055 shares disposed at $91.02 each (code F) — $2,007,446 value withheld to cover taxes.
• Derivative entry: 25,000 derivative units shown disposed at $0 — reflects conversion/cancellation of the option instrument.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• No 10b5-1 plan or other footnotes were indicated in the provided summary.

Context

• This is a common “exercise and withholding” (cashless) pattern: the insider exercised options (a purchase) and the company/plan withheld a portion of the newly issued shares to cover tax obligations rather than delivering net cash.
• Withholding or selling shares to cover taxes is routine and does not necessarily signal a decision to sell shares for investment reasons.