NATIONAL HEALTH INVESTORS INC 8-K

What Happened
National Health Investors, Inc. announced on July 1, 2026 that it entered into a Change-in-Control (CIC) Severance Agreement with Chief Financial Officer Todd Siefert, effective that same date. The agreement provides specified cash and benefit protections if Mr. Siefert is terminated without "Cause" or resigns for "Good Reason" around a corporate change in control, subject to execution of a general release.

Key Details

• Trigger window: benefits apply if termination occurs within two years after a Change in Control, or if terminated without Cause within 30 days before a Change in Control.
• Cash severance: lump-sum payment equal to 2.0× the average of the executive’s base salary and bonus for the most recent two calendar years (pro-rated if employed <2 years).
• Bonus and benefits: lump-sum equal to the greater of target bonus or earned bonus pro-rated for the performance period; 18 months of continued COBRA coverage for the executive and dependents.
• Equity and restrictions: accelerated vesting of time‑based equity awards; non‑compete and non‑solicit restrictions during employment and for 12 months after (if severance paid); confidentiality obligations continue.
• Tax provision: if payments would trigger the Section 4999 excise tax, the payments will be reduced to the largest amount that avoids the tax only if that yields a higher net after‑tax amount to the executive.

Why It Matters
This 8-K signals that NHI has contractually protected its CFO with a standard change‑in‑control severance package that could create a meaningful near‑term cash obligation if a qualifying transaction and subsequent termination occur. For investors, the agreement clarifies management retention arrangements around M&A activity and the potential costs tied to a change in control, while also documenting restrictive covenants (non‑compete, non‑solicit) that limit the executive’s competitive activity post‑departure.