NATIONAL HEALTH INVESTORS INC 8-K

What Happened

• National Health Investors, Inc. (NHI) announced on March 16, 2026 that it entered into an Equity Distribution Agreement to offer and sell up to $500,000,000 of its common stock. The offering will be made under a prospectus supplement and the company’s Form S-3 shelf registration dated March 16, 2026. Sales may occur as “at‑the‑market” transactions, negotiated transactions, ordinary brokers’ transactions (including on the NYSE), or direct sales to sales agents acting as principals.

Key Details

• Size: up to $500,000,000 aggregate gross offering of common stock.
• Sales agents: major firms serving as sales agents, principals and/or forward sellers include BMO Capital Markets, BofA Securities, Cantor Fitzgerald, Huntington Securities, J.P. Morgan, KeyBanc, PNFP Capital Markets, Regions, Stifel and Wells Fargo.
• Forward sales: NHI may enter into forward sale agreements with affiliates of several banks; the company expects to physically settle forwards (receive cash at settlement) but forward contracts allow cash or net‑share settlement as alternatives. The company will not receive proceeds from sales by forward sellers until settlement.
• Fees: agent commissions or reductions to forward prices will not exceed 1.50% of the gross sales price (and may be lower).
• Use of proceeds: general corporate purposes, which may include acquisitions and repayment of indebtedness (including borrowings under credit facilities).

Why It Matters

• This filing gives NHI a flexible way to raise up to $500M of equity capital over time. For investors, new share issuance can dilute existing holdings, and regular ATM sales can add supply pressure on the stock when executed.
• The proceeds can strengthen the company’s balance sheet or fund acquisitions and debt reduction, which could support growth or reduce leverage depending on how management uses the funds.
• Forward sale mechanics (physical, cash or net‑share settlement) affect timing and form of proceeds and could create scenarios where the company owes cash or shares instead of receiving cash if it elects alternative settlement.