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National Health Investors (NHI) sets change in control severance terms for CFO

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

National Health Investors, Inc. approved a new change in control severance agreement for Chief Financial Officer Todd Siefert, effective July 1, 2026. If his employment is terminated without cause or he resigns for good reason in connection with a change in control, he becomes eligible for substantial protections.

These benefits include a lump-sum payment equal to 2.0 times the average of his recent annual base salary and bonus, a separate lump-sum bonus payment based on target or actual performance, up to 18 months of continued COBRA health coverage, and full vesting of time-based equity awards. In return, Siefert is subject to non-compete, non-solicitation, and confidentiality obligations, including 12 months of post-termination non-compete and non-solicitation if severance is paid.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash severance multiple 2.0 times salary and bonus average Lump-sum cash payment upon qualifying termination
Post–change in control protection period Two years Termination window after a change in control
Pre–change in control protection period 30 days Termination without cause before a change in control
COBRA coverage duration 18 months Continued health coverage for executive and dependents
Non-compete and non-solicitation period 12 months Post-termination if severance benefits are payable
Change in Control financial
"within two years following a “Change in Control” or is terminated"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"terminated by the Company without “Cause” or by the Executive for “Good Reason”"
COBRA financial
"continued COBRA coverage for the Executive and the Executive’s spouse"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
non-competition financial
"The CIC Severance Agreement includes (i) non-competition restrictions"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
Section 4999 of the Code financial
"excise tax imposed by Section 4999 of the Code, then such payments"

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FAQ

What did National Health Investors (NHI) announce about Todd Siefert’s employment terms?
National Health Investors approved a Change in Control Severance Agreement for CFO Todd Siefert. It defines cash severance, bonus treatment, benefits continuation, and equity vesting protections if his job ends in connection with a change in control under specified conditions.

When does Todd Siefert qualify for severance under NHI’s new change in control agreement?
Severance applies if Siefert is terminated without cause or resigns for good reason within two years after a change in control, or is terminated without cause within 30 days before it. Each trigger is defined in the actual agreement’s detailed provisions.

How is Todd Siefert’s cash severance calculated under the NHI agreement?
He is entitled to a lump sum equal to 2.0 times the average of his annual base salary and bonus over the last two full calendar years. An additional lump-sum bonus payment is based on the greater of target bonus or performance through termination.

What equity and benefits protections does NHI grant Todd Siefert on a qualifying termination?
On a qualifying termination, all time-based equity or equity-based awards vest in full, and COBRA health coverage may continue for Siefert and his dependents for 18 months. These protections supplement his severance and bonus payments in a change in control scenario.

What post-employment restrictions apply to Todd Siefert under NHI’s change in control agreement?
The agreement imposes non-competition and non-solicitation of customers and employees during employment and, if severance is paid, for 12 months after termination. Confidentiality obligations apply during employment and continue afterward, protecting the company’s sensitive business information.

How does the NHI change in control agreement address excise taxes under Section 4999?
If payments or benefits would trigger the Section 4999 excise tax, they are reduced to the largest amount that avoids the tax, but only if this reduction yields greater net after-tax proceeds to Siefert than paying the unreduced, tax-subject amount.
0000877860FALSE00008778602026-07-012026-07-01

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): July 1, 2026

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 July 1, 2026, National Health Investors, Inc. (the “Company”) entered into a Change in Control Severance Agreement (the “CIC Severance Agreement”) with Todd Siefert (the “Executive”). The CIC Severance Agreement is effective as of July 1, 2026.

The 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 2.0 times 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 Agreement includes (i) 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 Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CIC Severance Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
10.1
Change in Control Severance Agreement, dated July 1, 2026, by and between National Health Investors, Inc. and Todd Siefert.

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/ Todd Siefert
Name:
Todd Siefert
Title:
Chief Financial Officer

Date: July 1, 2026

Source: View Original Filing on SEC EDGAR

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