[8-K] NATIONAL HEALTH INVESTORS INC Reports Material Event

Rhea-AI Filing Summary

National Health Investors (NHI) announced upcoming Board changes. Robert G. Adams notified the company he will not stand for reelection at the 2026 annual meeting, and his term will end at that meeting.

Charlotte A. Swafford will retire from the Board effective May 27, 2026, immediately prior to the 2026 annual meeting. The company stated both decisions were not due to any disagreement regarding operations, policies, or practices.

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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): November 5, 2025

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 November 5, 2025, Robert G. Adams, a member of the Board of Directors (the “Board”) of National Health Investors, Inc. (the “Company”), notified the Board that he will not be standing for reelection at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Mr. Adams’ term will end at the Company’s 2026 annual meeting of stockholders. Mr. Adams’ decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Also on November 5, 2025, Charlotte A. Swafford, a member of the Board, notified the Board that she would retire from the Board, effective May 27, 2026, immediately prior to the 2026 Annual Meeting. Ms. Swafford’s decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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:    November 6, 2025

FAQ

What board changes did NHI (NHI) disclose?

Robert G. Adams will not seek reelection at the 2026 annual meeting, and Charlotte A. Swafford will retire effective May 27, 2026.

When will Robert G. Adams leave NHI’s Board?

His term will end at the company’s 2026 annual meeting of stockholders.

When will Charlotte A. Swafford retire from NHI’s Board?

She will retire on May 27, 2026, immediately prior to the 2026 annual meeting.

Were the departures due to disagreements with NHI?

No. The company stated both decisions were not due to any disagreement on operations, policies, or practices.

What is the form of this disclosure for NHI (NHI)?

An 8-K under Item 5.02 covering director departures and board changes.