Every 8-K that National Health Investors (NHI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NHI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NHI filings page.
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.
National Health Investors, Inc. reported that on August 10, 2026 it made available an investor presentation and issued a press release describing that update. Both materials relate to a Q2 2026 business update and are accessible through the company’s website and as referenced exhibits.
The company clarifies that these materials are furnished under Regulation FD and are not deemed filed for purposes of certain Exchange Act liabilities or automatically incorporated into other securities law reports. The press release also reiterates that NHI is a self-managed real estate investment trust focused on senior housing and medical facilities, and includes extensive forward-looking statement language directing investors to risk factor disclosures in its 2025 Annual Report and Q2 2026 Quarterly Report.
National Health Investors, Inc. furnishes supplemental information for the quarter ended June 30, 2026, detailing its senior housing and healthcare real estate portfolio and capital structure. The company operates as a self-managed REIT with two reportable segments: Real Estate Investments and Senior Housing Operating Portfolio (SHOP).
Based on contracts in place at June 30, 2026, annualized adjusted NOI is $289.0 million, with Real Estate Investments contributing annualized adjusted NOI of $244.9 million and annualized cash lease revenue of $225.0 million. The portfolio mix by annualized adjusted NOI is senior housing need-driven 38.3%, senior housing discretionary 25.7%, skilled nursing/hospital 18.8%, SHOP 15.3%, and other 1.9%.
The materials outline lease maturities, including $59.249 million of annualized cash rent maturing in 2031 and $82.580 million thereafter, and describe a capital structure featuring unsecured notes, bank debt, and selected covenants. Non-GAAP measures such as Adjusted EBITDA, Adjusted NOI, FFO, and Normalized FAD are defined and reconciled.
National Health Investors, Inc. reported strong second quarter 2026 results, with net income attributable to common stockholders per diluted share rising 45.6% to $1.15 from $0.79 a year earlier, helped by $22.0 million of gains on real estate dispositions. For the first half of 2026, diluted EPS rose to $1.97 from $1.53.
NAREIT FFO per diluted share was $1.19 for both second quarters 2026 and 2025, while Normalized FFO per diluted share dipped to $1.19 from $1.22. Normalized FAD increased to $61.6 million from $56.0 million. SHOP segment NOI for the quarter expanded to $11.0 million from $3.8 million, driven by acquisitions and property transitions, while Same Store SHOP NOI declined modestly. The company completed and agreed to major portfolio transactions, including the $560.0 million sale of a 35‑property NHC skilled nursing and independent living portfolio, expected to generate an approximate $541.6 million gain and support Section 1031 exchanges into new senior housing investments.
As of June 30, 2026, consolidated net debt was $1.2 billion with a net debt to adjusted EBITDA ratio of 4.1x, within the stated 3.5x–4.5x target range, and the company remained in compliance with debt covenants. The board increased the quarterly dividend to $0.94 per share from $0.92. Full‑year 2026 guidance calls for net income attributable to common stockholders of $703.0–$705.2 million, NAREIT and Normalized FFO of $232.3–$234.9 million, and FAD of $240.6–$243.7 million, assuming approximately $665 million of disposition proceeds and $180 million of unidentified new investments.
National Health Investors, Inc. appointed Christian (Chris) Maingot, 56, as Chief Operating Officer, effective July 27, 2026, marking the creation of this new role. He will participate in the executive compensation program with an initial annual base salary of $415,000, a prorated 2026 performance-based cash incentive with a maximum of $360,937, and a prorated 2026 equity award with a target value of $375,833, split equally between time-based restricted stock and performance-based restricted stock units.
Maingot brings over 20 years of senior housing experience, most recently serving as CEO of Longview Senior Housing, a Blackstone portfolio company, and previously holding senior leadership roles at Brookdale Senior Living and Horizon Bay. Company leadership stated that adding a COO is intended to strengthen NHI’s operating platform and support long-term growth in its senior housing portfolio.
National Health Investors, Inc. completed a major asset sale to an affiliate of National HealthCare Corporation. The company sold the land, facilities and improvements for 32 skilled nursing facilities and three independent living facilities for a total purchase price of $560 million.
The buyer group, led by NHC/OP, L.P., already leased these 35 facilities under a long-standing master lease. A Special Committee of independent, non‑interested directors reviewed and unanimously approved the related‑party transaction. At closing, the master lease was terminated for all facilities except four skilled nursing facilities in Florida, which were assigned to an NHC subsidiary.
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.
National Health Investors, Inc. provided an update on its previously announced sale of real estate to affiliates of National HealthCare Corporation. The company has a Purchase and Sale Agreement to transfer 32 skilled nursing facilities and three independent living facilities that are currently leased to the buyer group.
On May 26, 2026, the parties received early termination of the Hart-Scott-Rodino antitrust waiting period, removing a key regulatory condition. That same day, the purchaser parties waived their rights to terminate the agreement during the contractual review period, which therefore ended.
The company now anticipates closing the transaction on or about July 1, 2026, subject to the remaining conditions in the agreement. The filing also highlights customary forward-looking statement cautions, noting that closing is not assured and pointing to existing risk factor disclosures in prior SEC reports.
National Health Investors, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. A quorum was reached, with 42,386,953 common shares represented, or about 87.46% of the 48,459,369 shares entitled to vote as of the March 27, 2026 record date.
All seven director nominees were elected to serve until the 2027 annual meeting, each receiving significantly more votes for than against. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.
In addition, stockholders ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with a large majority of votes cast in favor.
National Health Investors, Inc. furnished an investor presentation and related press release on May 4, 2026 to provide a Q1 2026 business update under Regulation FD. These materials are available on the company’s website and are included as Exhibits 99.1 and 99.2.
The company is a self-managed real estate investment trust (REIT) focused on senior housing communities and medical facilities. It operates through two reportable segments, Real Estate Investments and SHOP, spanning independent and assisted living, entrance-fee communities, senior campuses, skilled nursing facilities and hospitals.
National Health Investors, Inc. (NHI) furnished a Q1 2026 supplemental information package describing its portfolio, cash flows and leverage for the quarter ended March 31, 2026.
The disclosure shows a diversified real estate platform across senior housing and skilled nursing. Based on annualized adjusted net operating income of $322.3 million for contracts in place at March 31, 2026, NHI’s mix includes need‑driven and discretionary senior housing, a senior housing operating portfolio (SHOP), and skilled nursing and hospital assets.
Within this, real estate investments generate annualized adjusted NOI of $286.8 million, while annualized cash lease revenue is $267.3 million. Lease expirations are staggered, with 29.3% of annualized cash rent scheduled after the “thereafter” bucket, helping spread renewal risk over many years. The capital stack is primarily unsecured, with 66.2% of debt fixed‑rate and 33.8% variable‑rate, supporting interest cost visibility.
National Health Investors, Inc. reported stronger first quarter 2026 results while updating its full-year outlook and detailing major portfolio recycling. Diluted net income per common share rose 10.8% to $0.82, from $0.74 a year earlier, helped by $2.6 million of gains on property sales.
NAREIT FFO per diluted share increased 7.9% to $1.23, and Normalized FAD rose 11.6% to $62.5 million. Growth was driven by higher rental income from acquisitions and improved contribution from the expanding SHOP segment, partially offset by lower interest income and higher depreciation and expenses.
The company highlighted a pending sale of its entire NHC leased portfolio for $560.0 million in net cash, expected to close July 1, 2026, and recent acquisitions totaling over $212.4 million in senior housing investments. NHI updated 2026 guidance, lowering NAREIT and Normalized FFO per diluted share to $4.74–$4.79 and FAD to $240.6–$243.7 million, reflecting significant planned dispositions and reinvestment activity.
National Health Investors, Inc. announced a planned chief financial officer transition. John L. Spaid, Executive Vice President of Finance, Chief Financial Officer and Treasurer, will retire effective July 1, 2026, and his retirement is stated not to result from any disagreement with the company.
Todd Siefert, 52, will join as Executive Vice President Corporate Finance on June 1, 2026 and become Chief Financial Officer upon Mr. Spaid’s retirement. Siefert brings more than 25 years of corporate finance and capital markets experience, including senior roles at publicly traded REITs and responsibility for over $8.0 billion in capital markets transactions.
Siefert’s compensation includes a $500,000 annual base salary, a prorated 2026 cash incentive with a maximum of $490,000, and a prorated 2026 equity award with an aggregate target value of $437,500, split equally between time-based restricted stock and performance-based restricted stock units. He will also receive a $100,000 signing bonus and a one-time option grant for 50,000 shares vesting over two years.
A Transition Agreement and General Release with Mr. Spaid provides for vesting of certain restricted stock, continued vesting and exercisability of all outstanding options, medical premium payments through December 31, 2026 if elected, a prorated 2026 bonus, and a six-month non-compete and non-solicitation period following retirement.
National Health Investors, Inc. amended a prior current report to correct the date it entered into a Purchase and Sale Agreement with National HealthCare Corporation affiliates and reaffirm details of a major asset sale.
The company agreed to sell 32 skilled nursing facilities and three independent living facilities for $560 million, payable at closing. NHC currently leases these 35 properties under a master lease and will acquire the real estate on an “as is, where is” basis, assuming risk of loss before closing. The purchaser must post a $5 million initial deposit and an additional $15 million after a review period, while NHI will post a $20 million seller liquidated damages deposit, all subject to detailed termination and refund provisions.
The transaction is expected to close in the third quarter of 2026, with the press release indicating an anticipated closing around July 1, 2026, subject to customary conditions including antitrust clearance and no financing contingencies. NHI’s investor materials state that the sale is intended to strengthen its balance sheet, reduce skilled nursing exposure, increase its focus on private-pay senior housing, and lower net debt-to-annualized EBITDA to about 2.3x with approximately $1.4 billion of available liquidity. The 35 properties generated about $39.7 million of cash lease revenue in 2025, and NHI expects to use net proceeds to repay debt and fund new investments, potentially including tax-deferred Section 1031 exchanges.
National Health Investors, Inc. agreed to sell 32 skilled nursing facilities and three independent living facilities to current lessee National HealthCare Corporation affiliates for $560 million. The 35 properties generated about $39.7 million of cash lease revenue in 2025.
Proceeds are expected to be used mainly to repay debt and fund new investments, including possible Section 1031 exchanges. On a pro forma basis, the company expects its private-pay senior housing operating portfolio to represent about 22.0% of total investments and 13.8% of annualized NOI, while skilled nursing exposure falls to roughly 12.2% of investments and 16.5% of NOI.
The transaction is expected to reduce net debt-to-annualized EBITDA to approximately 2.3x and increase available liquidity to about $1.4 billion. Closing is targeted around July 1, 2026, subject to customary conditions and Hart-Scott-Rodino clearance. A special committee of independent directors reviewed and unanimously approved the deal.
National Health Investors, Inc. established a new equity distribution program allowing it to sell up to $500,000,000 of common stock from time to time. Sales may be made through multiple banks acting as sales agents, principals, and forward sellers under a Form S-3 shelf registration.
The company can also enter into forward sale agreements under which banks borrow and sell shares now, with National Health Investors delivering shares or cash at later settlement dates. The company does not receive cash from forward sellers’ initial sales, but expects to receive proceeds when it physically settles forward contracts.
Net proceeds from direct sales and any forward settlements are expected to be used for general corporate purposes, including potential future acquisitions and repayment of indebtedness such as borrowings under its credit facilities. Sales agents and forward sellers may receive commissions of up to 1.50% of the gross sales price of shares sold through them.
National Health Investors used this update to share strong fourth-quarter 2025 results and its 2026 outlook. Q4 2025 lease revenue was $67.2 million, up 7.2% from a year earlier, while the senior housing operating portfolio (SHOP) drove much of the growth.
SHOP revenue rose 119.4% year over year, with Q4 SHOP NOI of $7.3 million, up 124.9%, and a 23.8% margin. Net income per diluted share was $0.80, compared with $0.95 a year earlier and $0.69 in Q3 2025. NAREIT FFO per diluted share was $1.22 and Funds Available for Distribution were $57.9 million, with a 76.6% FAD payout ratio.
The company invested $392.4 million in 2025 and another $105.5 million in early 2026, mainly in senior housing. Net debt to adjusted EBITDA was 3.8x, within a new 3.5x–4.5x leverage target. For 2026, NHI guides to NAREIT FFO of $241.9–$244.2 million, FFO per share of $4.94–$4.99, FAD of $248.9–$251.4 million, and strong SHOP growth, including 7%–8% same-store SHOP NOI growth and 105%–109% total SHOP NOI growth.
National Health Investors, Inc. furnished supplemental information for the quarter ended December 31, 2025, providing a detailed look at its senior housing and medical real estate portfolio and capital structure.
The Real Estate Investments segment shows annualized adjusted NOI of $283.5 million for contracts in place at December 31, 2025, while total contracts, including SHOP, are based on annualized adjusted NOI of $312.7 million. The lease portfolio is diversified across assisted living, entrance-fee communities, skilled nursing facilities, hospitals and a senior housing operating portfolio, with data on coverage ratios and occupancy trends.
The company outlines staggered lease maturities, with 29.1% of annualized cash rent maturing thereafter and 21.8% in 2031, and describes a balance sheet funded entirely with unsecured debt, 72.1% fixed-rate and 27.9% variable. The supplement also reconciles non-GAAP measures such as Adjusted EBITDA, FFO, FAD and NOI and explains how they are used to assess performance and dividend capacity.
National Health Investors, Inc. reported mixed but generally solid results for Q4 and full-year 2025 and issued 2026 guidance. Diluted EPS was $0.80 for Q4 and $3.02 for 2025, slightly below the prior year, reflecting items such as proxy contest and transaction costs.
NAREIT FFO per diluted share was $1.22 for Q4 and $4.65 for 2025, while Normalized FFO per diluted share rose to $1.22 in Q4 and $4.91 for 2025, up from $4.44 in 2024. Normalized FAD increased to $57.9 million for Q4 and $232.1 million for the year, supporting dividend capacity.
The company accelerated growth in its senior housing operating portfolio, expanding SHOP from 15 to 26 properties in 2025 and closing or announcing major acquisitions, including a nine-property ALF portfolio for $105.5 million, bringing total SHOP investments to about $740 million. Total 2025 investments reached $392.3 million, the most active year since 2016.
For 2026, NHI guides to NAREIT and Normalized FFO per diluted share of $4.94–$4.99 and Normalized FAD of $248.9–$251.4 million, assuming $230 million of new investments, significant SHOP NOI growth and disposition gains. Net debt was about $1.2 billion with net debt to Adjusted EBITDA of 3.8x, within its 3.5x–4.5x target range.
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.
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.
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.
National Health Investors, Inc. furnished an updated investor presentation and a related press release on November 6, 2025. The materials, titled “NHI Issues Investor Update” and “National Health Investors Investor Update,” provide information for investors and are also available on the company’s website.
The company specifies that these materials are provided under Regulation FD and are furnished, not filed, meaning they are not subject to certain liability provisions of the Exchange Act and are not automatically incorporated into other securities law filings unless specifically referenced.
National Health Investors (NHI) furnished its Supplemental Information for the quarter ended September 30, 2025 under Regulation FD via an 8‑K.
The materials are provided as Exhibit 99.1, dated November 6, 2025, and are also available on the company’s website. The filing lists this exhibit under Item 7.01 and includes a standard exhibit index in Item 9.01.
National Health Investors, Inc. filed a current report to share that it issued a press release announcing its earnings for the quarter ended September 30, 2025. The company states that this earnings release, dated November 6, 2025, is included as Exhibit 99.1 and incorporated by reference. The filing is made under the Results of Operations and Financial Condition disclosure item, signaling a routine quarterly earnings update rather than a major transaction.
National Health Investors, Inc. completed an underwritten public offering of $350,000,000 aggregate principal amount of its 5.350% Senior Notes due 2033, fully and unconditionally guaranteed by certain subsidiaries. The notes were issued under an existing indenture with Regions Bank as trustee and were sold at 98.903% of their principal amount.
The notes are senior unsecured obligations that rank equally with the company’s other senior unsecured, unsubordinated debt, but are effectively subordinated to secured debt and structurally junior to obligations of non‑guarantor subsidiaries. Interest at 5.350% is payable semi‑annually on February 1 and August 1, beginning February 1, 2026, until maturity on February 1, 2033. The company may redeem the notes at a make‑whole price, or at 100% of principal plus accrued interest if redeemed on or after December 1, 2032.
National Health Investors, Inc. notified that a tenant failed to cure identified non-monetary lease breaches by the August 29, 2025 cure deadline. On September 8, 2025, NHI sent formal written notice that the tenant remains in default under the Master Lease because the specified non-compliance was not remedied. Under the Master Lease, a remaining uncured default after the contractual 30-day cure period allows NHI to declare an Event of Default and pursue all remedies the lease permits.