STOCK TITAN
  1. Home
  2. Sec-filings
  3. NHI
  4. [8-K] NATIONAL HEALTH INVESTORS INC Reports Material Event

National Health Investors sets 2x change-in-control pay

National Health Investors, Inc. (NHI) entered into a Change in Control Severance Agreement with executive Christian Maingot, effective August 27, 2026.

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

Rhea-AI Filing Summary

National Health Investors, Inc. (NHI) entered into a Change in Control Severance Agreement with executive Christian Maingot, effective August 27, 2026. If Maingot’s employment is terminated by NHI without “Cause” or by Maingot for “Good Reason” within two years after a “Change in Control,” or without “Cause” within 30 days before a Change in Control, and he signs a release, he becomes eligible for severance benefits.

The agreement provides a lump sum of 2.0 times the average of his base salary and bonus over the most recent two calendar years, a lump sum bonus equal to the greater of his target bonus or a pro-rated actual bonus, 18 months of COBRA coverage for him and dependents, and accelerated vesting of time-based equity awards. It also imposes non-compete and non-solicitation restrictions during employment and for 12 months after if severance is paid, along with ongoing confidentiality obligations. Payments may be reduced to avoid the excise tax under Section 4999 of the Internal Revenue Code if doing so increases Maingot’s net after-tax proceeds.

Positive

  • None.

Negative

  • None.
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, or exhibit attachments filed with this report.
Severance cash multiple 2.0 times the average of annual base salary and bonus Lump sum severance upon qualifying termination related to a Change in Control
Change in Control protection period Two years Terminations within two years following a Change in Control may trigger severance
Pre-Change in Control protection window 30 days Termination without Cause within 30 days before a Change in Control may trigger severance
COBRA continuation period 18 months COBRA coverage for the executive and dependents when severance benefits are payable
Post-termination non-compete and non-solicit period 12 months Applies after termination if severance benefits are payable
Excise tax reference Section 4999 of the Internal Revenue Code Payments may be reduced to avoid excise tax if it increases net after-tax proceeds
Change in Control Severance Agreement financial
"entered into a Change in Control Severance Agreement (the “CIC Severance Agreement”)"
Good Reason financial
"terminated by the Executive for “Good Reason” within two years following a “Change in Control”"
COBRA financial
"continued COBRA coverage for the Executive and the Executive’s spouse and dependents"
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 restrictions financial
"The CIC Severance Agreement includes (i) non-competition restrictions during the Executive’s employment"
non-solicitation of customer and employee restrictions financial
"(ii) non-solicitation of customer and employee restrictions during the Executive’s employment"
Section 4999 of the Code financial
"subject to the excise tax imposed by Section 4999 of the Code"

FAQ

What did NHI (NHI) announce on August 27, 2026 regarding executive compensation?
NHI entered into a Change in Control Severance Agreement with executive Christian Maingot, effective August 27, 2026, setting out severance benefits and restrictive covenants triggered by certain terminations in connection with a Change in Control.

When is Christian Maingot eligible for severance under NHI’s new agreement?
He is eligible if his employment is terminated by NHI without “Cause” or by him for “Good Reason” within two years after a Change in Control, or by NHI without Cause within 30 days before a Change in Control, subject to signing a release.

What cash severance multiple does NHI’s agreement provide to Christian Maingot?
The agreement provides a lump sum cash payment equal to 2.0 times the average of Maingot’s annual base salary and bonus for the most recent two consecutive calendar years, plus a separate bonus payment determined under the agreement’s bonus formula.

How long does COBRA coverage last under NHI’s change in control agreement with Maingot?
If severance is triggered, NHI will provide 18 months of COBRA coverage for Christian Maingot and his spouse and dependents, as applicable, in addition to cash severance and equity vesting benefits described in the agreement.

What happens to Christian Maingot’s equity awards under the NHI agreement?
If severance is payable, all of Maingot’s equity or equity-based incentive awards that are subject solely to time-based vesting will vest in full on an accelerated basis as provided in the Change in Control Severance Agreement.

Does NHI’s agreement with Maingot address golden parachute excise taxes under Section 4999?
Yes. If payments or benefits would trigger the Section 4999 excise tax, they will be reduced to the largest amount that avoids the tax, but only if this reduction results in greater net after-tax proceeds for Maingot.

What post-employment restrictions apply to Christian Maingot under the NHI agreement?
If severance is paid, Maingot is subject to non-competition and non-solicitation of customers and employees for 12 months after termination, and to confidentiality obligations during employment and thereafter, as set out in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0000877860FALSE00008778602026-08-272026-08-27

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): August 27, 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 August 27, 2026, National Health Investors, Inc. (the “Company”) entered into a Change in Control Severance Agreement (the “CIC Severance Agreement”) with Christian Maingot (the “Executive”). The CIC Severance Agreement is effective as of August 27, 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 August 27, 2026, by and between National Health Investors, Inc. and Christian Maingot.
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 M.Siefert
Name:    Todd M. Siefert
Title:    Principal Financial Officer


Date:    August 27, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents