Lilly Donohue joins NHI (NYSE: NHI) board as CEO term realigned

Rhea-AI Filing Summary

National Health Investors, Inc. expanded its Board of Directors and appointed Lilly H. Donohue as a director effective February 17, 2026, with an initial term ending at the 2026 annual meeting of stockholders. She brings senior housing operating and investment experience from leadership roles at Everstory Partners, Holiday Retirement, Fortress Investment Group and BlackRock.

On the same date, President and CEO D. Eric Mendelsohn resigned as a director and was immediately re-appointed to serve until the 2026 annual meeting. This sequencing is intended to align his directorship with the company’s newly declassified board structure so that, at the 2026 annual meeting, all nominees stand for election to one-year terms.

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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): February 17, 2026

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(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 Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NHI

New 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 February 17, 2026, the Board of Directors (the “Board”) of National Health Investors, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board and appointed Lilly H. Donohue to fill the vacant seat, effective immediately, with an initial term expiring at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Ms. Donohue has not been appointed to any committees of the Board at this time.

Ms. Donohue is currently President and CEO of Everstory Partners (formerly StoneMor Inc.). Prior to joining Everstory Partners in November 2022, Ms. Donohue served as the CEO of Holiday Retirement, formerly the largest independent senior living owner and operator in the United States. Prior to Holiday Retirement, Ms. Donohue was responsible for setting up Fortress Investment Group’s China investment office and was the President of Fortress Investment Group China. During her time in China, Ms. Donohue also built the leading senior living company and home care business (Starcastle (Xingbao) Senior Living) in Shanghai, China for Fortress Investment Group and was the CEO of Starcastle from its inception in 2013. Before moving to China in 2011, Ms. Donohue was a managing director and member of the management committee at Fortress Investment Group since its inception in May 1998. Prior to Fortress Investment Group, Ms. Donohue worked at BlackRock Financial Management Inc. from May 1992 to May 1997 where she was involved in all facets of raising capital, investing and managing BlackRock Asset Investors, a private equity fund. Ms. Donohue serves on the Board of Directors of Sonida Senor Living (NYSE: SNDA) and serves on its audit committee. Ms. Donohue received a Bachelor of Science in Business Administration from the Boston University Questrom School of Business.

There are no transactions and no proposed transactions between Ms. Donohue (or any member of her immediate family) and the Company (or any of its subsidiaries), and there is no arrangement or understanding between Ms. Donohue and any other person or entity pursuant to which Ms. Donohue was appointed as a director of the Company.

Ms. Donohue will receive compensation for her service on the Board in accordance with the Company’s standard compensatory arrangements for non-employee directors. A description of the compensatory arrangements for non-employee directors is included in the Company’s proxy statement on Schedule 14A for the 2025 annual meeting of stockholders, which was filed with the U.S. Securities and Exchange Commission on April 7, 2025.

A copy of the press release announcing the appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Also on February 17, 2026, D. Eric Mendelsohn, the President and Chief Executive Officer and a director of the Company, provided notice of his resignation as a director, effective immediately. Mr. Mendelsohn stated that the purpose of his decision to resign prior to completing his term, which would have expired at the 2027 annual meeting of stockholders, was to align the term of his directorship with the Company’s newly declassified board structure and to allow him to stand for election at the 2026 Annual Meeting. Mr. Mendelsohn further expressed his willingness to be re-appointed to serve as a director and to hold such office until the expiration of the term at the 2026 Annual Meeting. The Board accepted Mr. Mendelsohn’s resignation and immediately appointed him as a director to hold such office until the expiration of the term at the 2026 Annual Meeting. As a result of Mr. Mendelsohn’s decision to stand for election at the 2026 Annual Meeting, at the time of the 2026 Annual Meeting, the declassification of the Board will be complete, with all nominees for election to the Board standing for election to a one-year term.

Exhibit Number						Description
99.1						Press Release Titled “NHI Announces Appointment of Lilly H. Donohue to the Board of Directors” dated February 23, 2026.
104						Cover 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: Chief Financial Officer

Date: February 23, 2026

Exhibit 99.1

Contact: Dana Hambly, Vice President, Investor Relations

Phone: (615) 890-9100

NHI Announces Appointment of Lilly H. Donohue to the Board of Directors

MURFREESBORO, Tenn.-- (February 23, 2026) -- National Health Investors, Inc. (NYSE:NHI) announced today that Lilly H. Donohue has been appointed to the NHI Board of Directors effective February 17, 2026. Ms. Donohue’s appointment follows an extensive search performed by a third party executive and board recruitment firm.

Ms. Donohue is currently President and CEO of Everstory Partners (formerly StoneMor Inc.). Prior to joining Everstory Partners in November 2022, Ms. Donohue served as the CEO of Holiday Retirement, formerly the largest independent senior living owner and operator in the United States with over 300 communities in 46 states at such time. Prior to Holiday Retirement, Ms. Donohue was responsible for setting up Fortress Investment Group’s China investment office and was the President of Fortress Investment Group China. During her time in China, Ms. Donohue also built the leading senior living company and home care business (Starcastle (Xingbao) Senior Living) in Shanghai, China for Fortress Investment Group and was the CEO of Starcastle from its inception in 2013. Before moving to China in 2011, Ms. Donohue was a managing director and member of the management committee at Fortress Investment Group since its inception in May 1998. Prior to Fortress Investment Group, Ms. Donohue worked at BlackRock Financial Management Inc. from May 1992 to May 1997 where she was involved in all facets of raising capital, investing and managing BlackRock Asset Investors, a private equity fund. Ms. Donohue serves on the Board of Directors of Sonida Senor Living (SNDA) and serves on its audit committee. Ms. Donohue received a Bachelor of Science in Business Administration from Boston University Questrom School of Business.

Eric Mendelsohn, NHI President and CEO, commented, “We are very pleased to welcome Lilly to the NHI Board of Directors. Lilly brings a diverse set of skills to the Board, including an extensive background in senior housing operations as the former CEO of Holiday Retirement. We expect her contributions to be immediate and add significant value as the Company is well-positioned to generate strong organic and external growth over the long term.”

About National Health Investors, Inc.

National Health Investors, Inc. (NYSE:NHI), established in 1991, is a self-managed real estate investment trust specializing in sale-leaseback, joint venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. NHI operates in two reportable segments: Real Estate Investments and Senior Housing Operating Portfolio ("SHOP"). NHI's portfolio consists of independent living facilities, assisted living and memory care communities, entrance-fee retirement communities, senior living campuses, skilled nursing facilities and specialty hospitals. For more information, visit www.nhireit.com.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the completion and timing of the proposed offering of securities by the Company and the intended use of net proceeds of such offering, and similar statements, including, without limitation, those containing words such as

“may”, “will”, “should”, “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, “projects”, “target”, “likely” and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things: the operating success of our property managers, tenants and borrowers for collection of our lease and interest income; the risk that our property managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to the concentration of a significant percentage of our portfolio to a small number of tenants; actual or perceived risks associated with pandemics, epidemics or outbreaks on our property managers’, tenants’ and borrowers’ businesses and results of operations; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates would have on our tenants’ and borrowers’ business; the risk that the cash flows of our property managers, tenants and borrowers would be adversely affected by increased liability claims and liability insurance costs; the risk that we may not be fully indemnified by our property managers, lessees and borrowers against future litigation; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; the concentration of our investments in healthcare properties; inflation and increased interest rates; adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions; adverse geopolitical developments; operational risks with respect to our senior housing operating portfolio structured communities; risks related to our ability to maintain the privacy and security of our information; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave; the risk that our assets may be subject to impairment charges; the potential need to incur more debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust and other risks which are described under the heading “Risk Factors” in Item 1A in our Form 10-K for the year ended December 31, 2024 and our Form 10-Q for the quarter ended September 30, 2025. Many of these factors are beyond the control of NHI and its management. NHI assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information in the above referenced Form 10-K. Copies of each filing may be obtained from NHI or the SEC.

FAQ

What board change did National Health Investors (NHI) announce in this 8-K?

National Health Investors expanded its Board and appointed Lilly H. Donohue as a director effective February 17, 2026. Her initial term runs until the 2026 annual meeting of stockholders, reflecting ongoing refreshment of the company’s board composition and expertise.

Who is Lilly H. Donohue and what experience does she bring to NHI’s board?

Lilly H. Donohue is President and CEO of Everstory Partners and former CEO of Holiday Retirement. She has extensive senior housing and investment experience from roles at Fortress Investment Group, Starcastle Senior Living, and BlackRock, and serves on Sonida Senior Living’s board and audit committee.

What happened to NHI CEO D. Eric Mendelsohn’s board seat in this filing?

CEO D. Eric Mendelsohn resigned as a director effective February 17, 2026, then was immediately re-appointed to serve until the 2026 annual meeting. This timing is meant to align his director term with the company’s declassified board structure and upcoming one-year director terms.

How does this 8-K relate to NHI’s move to a declassified board structure?

The filing describes actions designed to complete NHI’s declassification of its board at the 2026 annual meeting. By resetting CEO Eric Mendelsohn’s director term to expire in 2026, all nominees at that meeting are expected to stand for election to one-year terms.

Are there any related-party transactions between Lilly Donohue and NHI disclosed here?

The company states there are no transactions or proposed transactions between Lilly Donohue or her immediate family and National Health Investors or its subsidiaries. Her compensation as a non-employee director will follow NHI’s standard arrangements described in its 2025 annual meeting proxy statement.

How will Lilly Donohue be compensated for serving on NHI’s board?

Lilly Donohue will receive compensation consistent with NHI’s standard compensatory arrangements for non-employee directors. Those arrangements are described in the company’s Schedule 14A proxy statement for the 2025 annual meeting of stockholders filed with the SEC on April 7, 2025.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB