UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Reported): ~~December~~February 1517, ~~2025~~2026

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

222 Robert Rose Drive,

Murfreesboro, TN 37129

(Address of principal executive offices)

(615) 890-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NHI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~February 1517, ~~2025~~2026, ~~National~~the ~~Health~~Board ~~Investors,~~of ~~Inc.~~Directors (the “~~Company~~Board”) ~~entered~~of ~~into~~National aHealth ~~Change~~Investors, inInc. ~~Control Severance Agreement~~ (athe “~~CIC Severance Agreement~~Company”), ~~with~~upon ~~each of~~ the ~~following~~recommendation ~~named~~of ~~executive~~its ~~officers~~Nominating ofand ~~the~~Corporate ~~Company:~~Governance D.Committee, ~~Eric~~increased ~~Mendelsohn,~~the ~~Kristin~~size S.of ~~Gaines,~~the ~~Kevin~~Board C.and ~~Pascoe,~~appointed ~~John~~Lilly LH. ~~Spaid~~Donohue ~~and~~to ~~David~~fill L.the ~~Travis~~vacant ~~(each~~seat, aneffective ~~“Executive”).~~immediately, ~~Each~~with ofan ~~the~~initial ~~CIC~~term ~~Severance~~expiring ~~Agreements~~at isthe ~~effective~~2026 asannual meeting of ~~December~~stockholders ~~15,~~(the ~~2025~~“2026 ~~and~~Annual ~~replaces~~Meeting”). Ms. aDonohue ~~previous~~has ~~Change~~not inbeen ~~Control~~appointed ~~Severance~~to ~~Agreement~~any ~~between~~committees ~~the~~of ~~Company and~~ the ~~applicable~~Board ~~Executive,~~at ~~dated~~this ~~February 26, 2024~~time.

~~Each~~Ms. ~~CIC~~Donohue ~~Severance~~is ~~Agreement~~currently ~~provides~~President ~~that,~~and ~~subject~~CEO toof ~~the~~Everstory ~~Executive~~Partners ~~executing~~(formerly ~~and~~StoneMor ~~not~~Inc.). ~~revoking~~Prior ato ~~general~~joining ~~release~~Everstory ofPartners ~~claims and~~ in ~~lieu~~November of2022, ~~any~~Ms. ~~severance~~Donohue ~~under~~served ~~any~~as ~~other~~the ~~agreement~~CEO orof ~~arrangement~~Holiday Retirement, informerly the ~~event~~largest ~~the~~independent ~~Executive’s~~senior ~~employment~~living isowner ~~terminated~~and byoperator in the ~~Company~~United ~~without~~States. ~~“Cause”~~Prior orto byHoliday ~~the~~Retirement, ~~executive~~Ms. ~~for~~Donohue ~~“Good~~was ~~Reason”~~responsible ~~within~~for ~~two~~setting ~~years~~up ~~following~~Fortress aInvestment ~~“Change~~Group’s inChina ~~Control”~~investment oroffice isand ~~terminated~~was ~~without~~the ~~“Cause”~~President ~~within~~of 30Fortress ~~days~~Investment ~~prior~~Group toChina. aDuring ~~“Change~~her time in ~~Control” (each term~~China, asMs. ~~defined~~Donohue inalso ~~the~~built ~~CIC Severance Agreement),~~ the ~~Executive~~leading ~~will~~senior beliving ~~entitled~~company toand ~~receive~~home ~~the~~care ~~following:~~business (1Starcastle (Xingbao) aSenior ~~lump~~Living) ~~sum~~in ~~cash~~Shanghai, ~~payment~~China ~~equal~~for toFortress aInvestment ~~multiple~~Group ~~(3.0~~and ~~times~~was ~~for~~the ~~Mr.~~CEO ~~Mendelsohn,~~of ~~2.0~~Starcastle ~~times~~from ~~for~~its ~~Mr.~~inception ~~Pascoe~~in ~~and Mr~~2013. ~~Spaid~~Before ~~and~~moving ~~1.5~~to ~~times~~China ~~for~~in 2011, Ms. ~~Gaines~~Donohue ~~and~~was ~~Mr.~~a ~~Travis)~~managing ofdirector ~~the~~and ~~average~~member of the ~~executive’s~~management ~~annual~~committee ~~base~~at ~~salary~~Fortress ~~and~~Investment ~~bonus~~Group ~~for~~since ~~the~~its ~~most~~inception ~~recent~~in ~~two~~May ~~consecutive~~1998. ~~calendar~~Prior ~~years~~to ~~(or,~~Fortress ifInvestment ~~employed~~Group, byMs. ~~the~~Donohue ~~Company~~worked ~~for~~at ~~less~~BlackRock ~~than~~Financial ~~two~~Management ~~calendar~~Inc. ~~years,~~from ~~for~~May ~~such~~1992 ~~number~~to ofMay ~~full~~1997 ~~calendar~~where ~~years);~~she ~~(2)~~was ainvolved ~~lump~~in ~~sum~~all ~~cash~~facets ~~payment equal to the greater~~ of ~~the~~raising ~~Executive’s~~capital, ~~target~~investing ~~annual bonus~~ and ~~annual~~managing ~~bonus~~BlackRock ~~that~~Asset ~~would~~Investors, ~~have~~a ~~been~~private ~~earned~~equity ~~based~~fund. onMs. ~~performance~~Donohue ~~through~~serves on the ~~termination,~~Board ~~pro-rated~~of ~~for~~Directors ~~actual days~~ of ~~service~~Sonida ~~during~~Senor ~~the~~Living ~~performance period;~~ (3NYSE: SNDA) ~~continued COBRA coverage for the Executive~~ and ~~the~~serves ~~Executive’s~~on ~~spouse~~its ~~and~~audit ~~dependents~~committee. ~~(as~~Ms. ~~applicable)~~Donohue ~~for~~received 18a ~~months;~~Bachelor ~~and (4) accelerated vesting~~ of ~~all~~Science ~~equity~~in orBusiness ~~equity-based~~Administration ~~incentive~~from ~~awards~~the ~~subject~~Boston ~~solely~~University toQuestrom ~~time-based~~School ~~vesting~~of Business.

~~The~~There ~~CIC~~are ~~Severance~~no ~~Agreements~~transactions ~~include~~and ~~(i)~~no inproposed ~~the~~transactions ~~case~~between ~~of Messrs~~Ms. ~~Mendelsohn,~~Donohue ~~Pascoe~~(or ~~and~~any ~~Spaid,~~member ~~non-competition~~of ~~restrictions~~her ~~during~~immediate ~~the~~family) ~~Executive’s employment~~ and, ~~if severance benefits are payable pursuant to~~ the ~~CIC~~Company ~~Severance Agreement, for 12 months thereafter,~~ (~~ii)~~or ~~non-solicitation~~any of ~~customer~~its ~~and employee restrictions during the Executive’s employment and~~subsidiaries), ~~if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter,~~ and ~~(iii)~~there ~~confidentiality~~is ~~restrictions~~no ~~during~~arrangement ~~the~~or ~~executive’s~~understanding ~~employment~~between ~~and thereafter~~Ms. InDonohue ~~addition,~~and if any ~~payment~~other person or ~~benefit~~entity pursuant to ~~the~~which ~~CIC~~Ms. ~~Severance~~Donohue ~~Agreement~~was orappointed ~~otherwise~~as ~~would~~a bedirector ~~subject to the excise tax imposed by Section 4999~~ of the Code, then such payments or benefits will be reduced to the largest amount that would not result in such excise tax, if and only if such reduction would result in the executive’s receipt of greater net after-tax proceedsCompany.

~~The~~Ms. ~~foregoing~~Donohue ~~description~~will ofreceive ~~the~~compensation ~~CIC~~for ~~Severance~~her ~~Agreements~~service ~~does~~on ~~not~~the ~~purport~~Board toin beaccordance ~~complete~~with ~~and~~the isCompany’s ~~subject~~standard ~~to,~~compensatory ~~and~~arrangements ~~qualified~~for innon-employee ~~its~~directors. ~~entirety~~A ~~by,~~description of the ~~full~~compensatory ~~text~~arrangements offor ~~the~~non-employee ~~CIC~~directors ~~Severance~~is ~~Agreements,~~included ~~copies~~in ofthe ~~which~~Company’s ~~are~~proxy ~~filed~~statement ason ~~Exhibits~~Schedule ~~10.1,~~14A ~~10.2,~~for ~~10.3,~~the ~~and~~2025 ~~10.4~~annual ~~and~~meeting ~~10.5~~of ~~hereto~~stockholders, ~~and~~which was filed with the ~~terms~~U.S. ofSecurities ~~which~~and ~~are~~Exchange ~~incorporated~~Commission ~~herein~~on byApril ~~reference~~7, 2025.

Exhibit Number						Description
10.1						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and D. Eric Mendelsohn.
10.2						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kristin S. Gaines.
10.3						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kevin C. Pascoe.
10.4						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and John L. Spaid.
10.5						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and David L. Travis.
104						Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

A copy of the press release announcing the appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Also on February 17, 2026, D. Eric Mendelsohn, the President and Chief Executive Officer and a director of the Company, provided notice of his resignation as a director, effective immediately. Mr. Mendelsohn stated that the purpose of his decision to resign prior to completing his term, which would have expired at the 2027 annual meeting of stockholders, was to align the term of his directorship with the Company’s newly declassified board structure and to allow him to stand for election at the 2026 Annual Meeting. Mr. Mendelsohn further expressed his willingness to be re-appointed to serve as a director and to hold such office until the expiration of the term at the 2026 Annual Meeting. The Board accepted Mr. Mendelsohn’s resignation and immediately appointed him as a director to hold such office until the expiration of the term at the 2026 Annual Meeting. As a result of Mr. Mendelsohn’s decision to stand for election at the 2026 Annual Meeting, at the time of the 2026 Annual Meeting, the declassification of the Board will be complete, with all nominees for election to the Board standing for election to a one-year term.


Exhibit Number						Description

99.1						Press Release Titled “NHI Announces Appointment of Lilly H. Donohue to the Board of Directors” dated February 23, 2026.
104						Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL HEALTH INVESTORS, INC.

By: /s/ John L. Spaid

Name: John L. Spaid

Title: Chief Financial Officer

Date: February 23, 2026

By: /s/ John L. Spaid

Name: John L. Spaid

Title: Principal Financial Officer

Date: December 15, 2025

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