NATIONAL HEALTH INVESTORS INC 8-K

What Happened

• National Health Investors, Inc. announced on February 17, 2026 that the Board increased its size and appointed Lilly H. Donohue to fill the new board seat, effective immediately; her initial term expires at the 2026 annual meeting of stockholders. Ms. Donohue has not been assigned to any board committees at this time.
• Also on February 17, 2026, D. Eric Mendelsohn (President and CEO) submitted his resignation as a director, effective immediately, to align his directorship with the Company’s declassified board structure and to stand for election at the 2026 Annual Meeting. The Board accepted his resignation and immediately reappointed him to hold the director seat until the 2026 Annual Meeting.

Key Details

• Appointment date: February 17, 2026; Donohue’s term ends at the 2026 annual meeting.
• Board change: Board size was increased to accommodate the new director seat.
• Donohue background: Currently President & CEO of Everstory Partners (formerly StoneMor Inc.); former CEO of Holiday Retirement; prior senior roles at Fortress Investment Group (including establishing its China office) and BlackRock; serves on Sonida Senior Living’s board.
• Governance impact: Mendelsohn’s resignation/reappointment is intended to complete the board declassification so all nominees will stand for one-year terms at the 2026 Annual Meeting.
• Compensation: Ms. Donohue will be paid under the company’s standard non-employee director compensation arrangements (as described in the company’s 2025 proxy).

Why It Matters

• The appointment adds an experienced senior-living and capital-markets executive to NHI’s board, which may bring industry and operational insight relevant to NHI’s healthcare real estate investments.
• The procedural resignation and reappointment of the CEO completes the board’s transition to a declassified structure, meaning all directors will be elected annually starting at the 2026 meeting—an important governance change for shareholders.
• The filing notes no related-party transactions with Ms. Donohue and that her compensation will follow existing non-employee director policies, so there are no immediate undisclosed financial arrangements disclosed in the 8-K.