National Health Investors Inc. Enters Change-in-Control Severance for Executive

What Happened
National Health Investors, Inc. announced on Aug. 27, 2026 that it entered into a Change-in-Control (CIC) Severance Agreement with executive Christian Maingot. The agreement becomes effective Aug. 27, 2026 and provides specified cash and benefit protections if Maingot is terminated without “Cause” or departs for “Good Reason” in connection with, or shortly before, a change in control.

Key Details

• Severance cash: lump-sum payment equal to 2.0× the average of Maingot’s annual base salary and bonus for the most recent two full calendar years (pro-rated if employed <2 years).
• Bonus payment: lump-sum equal to the greater of target annual bonus or earned bonus through termination (prorated for service days).
• Benefits and equity: 18 months of COBRA coverage for the executive and eligible family members; accelerated vesting of time-based equity awards.
• Restrictions & conditions: requires the executive to sign a general release; includes non-compete and non-solicitation covenants for 12 months if severance is paid; payments may be reduced to avoid excise tax under Section 4999 if that produces a higher after-tax result for the executive.

Why It Matters
This 8‑K signals a retention and protection arrangement that could create a material cash obligation in the event of a qualifying change in control and termination of the executive. There is no immediate cash impact disclosed — payments are contingent on a change-in-control and qualifying termination and require a signed release — but investors should be aware such agreements can affect post‑M&A transaction costs, governance considerations, and executive incentives.