National Health Investors (NHI) revises executive change in control protections

Rhea-AI Filing Summary

National Health Investors, Inc. entered into new change in control severance agreements with five executive officers effective December 15, 2025, replacing agreements from February 2024. These contracts apply if an executive 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 such an event.

If triggered, each executive receives a lump-sum cash payment equal to a multiple of the average of base salary and bonus for the last two calendar years (3.0 times for D. Eric Mendelsohn, 2.0 times for Kevin C. Pascoe and John L. Spaid, and 1.5 times for Kristin S. Gaines and David L. Travis), plus a lump-sum bonus at least equal to target, 18 months of COBRA health coverage, and accelerated vesting of time-based equity awards.

The agreements require a release of claims and add non-compete (for certain executives), non-solicitation for 12 months after severance is paid, and ongoing confidentiality obligations. Payments may be reduced to avoid excise tax under Section 4999 of the tax code if that yields higher after-tax proceeds for the executive.

Insights

Corporate governance and compensation analyst

NHI updates change-in-control protections and post-employment restrictions for key executives.

National Health Investors, Inc. has standardized and refreshed its change in control severance framework for five named executive officers. The agreements define when benefits are owed (terminations without “Cause” or resignations for “Good Reason” around a change in control) and tie payouts to a multiple of the average of base salary and bonus from the last two calendar years, with higher protection for D. Eric Mendelsohn at 3.0 times and lower levels of 2.0 and 1.5 times for other executives.

The package combines cash, a lump-sum bonus at least equal to target, 18 months of COBRA coverage, and accelerated vesting of time-based equity awards. In return, executives accept non-competition (for certain roles), non-solicitation and confidentiality obligations that extend for 12 months after severance is paid, which may help align leadership stability with potential strategic transactions. The inclusion of a Section 4999 excise-tax “cutback” mechanism, which reduces payments only if it increases net after-tax proceeds, reflects a relatively shareholder-conscious design compared with gross-up structures sometimes used in the past.

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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): December 15, 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 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 Number						Description
10.1						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and D. Eric Mendelsohn.
10.2						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kristin S. Gaines.
10.3						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kevin C. Pascoe.
10.4						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and John L. Spaid.
10.5						Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and David L. Travis.
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:    Principal Financial Officer

Date:    December 15, 2025

FAQ

What executive agreements did National Health Investors (NHI) approve on December 15, 2025?

National Health Investors, Inc. approved new Change in Control Severance Agreements with five named executive officers: D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid and David L. Travis. These agreements became effective December 15, 2025 and replace prior change in control agreements dated February 26, 2024.

When do the new NHI change in control severance agreements provide benefits?

Benefits are provided if an 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 if the executive is terminated without “Cause” within 30 days prior to a change in control, in each case subject to a signed release of claims.

How are cash severance amounts calculated for NHI executives under the new agreements?

Each executive receives a lump-sum cash payment equal to a multiple of the average of annual base salary and bonus for the most recent two calendar years. The multiples are 3.0 times for D. Eric Mendelsohn, 2.0 times for Kevin C. Pascoe and John L. Spaid, and 1.5 times for Kristin S. Gaines and David L. Travis.

What additional benefits do NHI executives receive upon a qualifying termination after a change in control?

In addition to the main cash severance, each executive is entitled to a lump-sum bonus equal to the greater of target bonus or bonus earned based on performance through termination (pro-rated), up to 18 months of COBRA coverage for the executive and eligible dependents, and accelerated vesting of equity or equity-based awards that vest solely based on time.

What restrictive covenants are included in NHI’s new change in control agreements?

The agreements include non-competition covenants for Messrs. Mendelsohn, Pascoe and Spaid during employment and for 12 months after severance is paid, as well as non-solicitation of customers and employees for all executives during employment and for 12 months afterward. They also impose confidentiality obligations during and after employment.

How do the NHI agreements address potential excise taxes under Section 4999 of the tax code?

If payments under the agreements or otherwise would be subject to the Section 4999 excise tax, they will be reduced to the largest amount that would not trigger the tax, but only if this reduction results in the executive receiving greater net after-tax proceeds.