Please wait
0000877860FALSE00008778602025-12-182025-12-18

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 15, 2025
National Health Investors, Inc.
(Exact name of registrant as specified in its charter)
Maryland001-1082262-1470956
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value NHINew 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 15, 2025, National Health Investors, Inc. (the “Company”) entered into a Change in Control Severance Agreement (a “CIC Severance Agreement”) with each of the following named executive officers of the Company: D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid and David L. Travis (each, an “Executive”). Each of the CIC Severance Agreements is effective as of December 15, 2025 and replaces a previous Change in Control Severance Agreement between the Company and the applicable Executive, dated February 26, 2024.

Each CIC Severance Agreement provides that, subject to the Executive executing and not revoking a general release of claims and in lieu of any severance under any other agreement or arrangement, in the event the Executive’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” within two years following a “Change in Control” or is terminated without “Cause” within 30 days prior to a “Change in Control” (each term, as defined in the CIC Severance Agreement), the Executive will be entitled to receive the following: (1) a lump sum cash payment equal to a multiple (3.0 times for Mr. Mendelsohn, 2.0 times for Mr. Pascoe and Mr. Spaid and 1.5 times for Ms. Gaines and Mr. Travis) of the average of the executive’s annual base salary and bonus for the most recent two consecutive calendar years (or, if employed by the Company for less than two calendar years, for such number of full calendar years); (2) a lump sum cash payment equal to the greater of the Executive’s target annual bonus and annual bonus that would have been earned based on performance through the termination, pro-rated for actual days of service during the performance period; (3) continued COBRA coverage for the Executive and the Executive’s spouse and dependents (as applicable) for 18 months; and (4) accelerated vesting of all equity or equity-based incentive awards subject solely to time-based vesting.

The CIC Severance Agreements include (i) in the case of Messrs. Mendelsohn, Pascoe and Spaid, non-competition restrictions during the Executive’s employment and, if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter, (ii) non-solicitation of customer and employee restrictions during the Executive’s employment and, if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter, and (iii) confidentiality restrictions during the executive’s employment and thereafter. In addition, if any payment or benefit pursuant to the CIC Severance Agreement or otherwise would be 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 proceeds.

The foregoing description of the CIC Severance Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CIC Severance Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 and 10.5 hereto and the terms of which are incorporated herein by reference.

Exhibit NumberDescription
10.1
10.2
10.3
10.4
10.5
104Cover 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:    Principal Financial Officer


Date:    December 15, 2025