NHI (NHI) director exercises 10,000 options and withholds 8,180 shares for taxes

Rhea-AI Filing Summary

National Health Investors director exercises options and settles taxes in shares. Director Robert A. McCabe Jr. exercised stock options for 10,000 shares of common stock at an exercise price of $73.34 per share on February 12, 2026. To cover exercise price or tax obligations, 8,180 shares of common stock were disposed of in a tax-withholding transaction at $89.66 per share. After these transactions, he directly beneficially owned 42,000.96 shares of National Health Investors common stock, including 1,742.79 shares previously acquired in 2025 through a dividend reinvestment plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCCABE ROBERT A JR

(Last) (First) (Middle)

500 CHURCH STREET

SUITE 200

(Street)

NASHVILLE TN 37219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTH INVESTORS INC [ NHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Shares Of Common Stock	02/12/2026		M		10,000	A	$73.34	50,180.96	D
Shares Of Common Stock	02/12/2026		F		8,180	D	$89.66	42,000.96(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy) 2025	$73.34	02/12/2026		M			10,000	03/03/2025	03/03/2030	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Includes 1,742.79 shares acquired in 2025 due to enrollment in Dividend Reinvestment Plan.

	/s/ Kimberly V. Ouimet, by limited power of attorney	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NHI director Robert A. McCabe Jr. report?

Robert A. McCabe Jr. reported exercising stock options for 10,000 National Health Investors common shares. The transaction occurred on February 12, 2026 and converted a derivative stock option award into directly held common stock at a set exercise price of $73.34 per share.

How many NHI shares were used for tax withholding in this Form 4 filing?

The Form 4 shows 8,180 National Health Investors common shares disposed of in a tax-withholding transaction. This code F transaction satisfied the exercise price or tax liability related to the option exercise, based on a transaction price of $89.66 per share on February 12, 2026.

How many NHI shares does Robert A. McCabe Jr. own after these transactions?

Following the reported transactions, Robert A. McCabe Jr. directly beneficially owned 42,000.96 shares of National Health Investors common stock. This total includes shares acquired through the option exercise and reflects the reduction from 8,180 shares used to satisfy tax or exercise obligations.

What stock option did the NHI director exercise in February 2026?

He exercised a “Stock Option (Right to Buy) 2025” covering 10,000 underlying National Health Investors common shares. The option had an exercise price of $73.34 per share and an expiration date of March 3, 2030, with zero derivative securities remaining afterward.

What does the dividend reinvestment plan footnote in the NHI Form 4 indicate?

The footnote explains that McCabe’s reported holdings include 1,742.79 shares acquired in 2025 through enrollment in a dividend reinvestment plan. This clarifies that a portion of his directly owned National Health Investors shares resulted from automatically reinvested dividends rather than open-market purchases.

Is the NHI Form 4 transaction a purchase or an option exercise?

The primary event is an option exercise, not an open-market purchase. Code M identifies the exercise or conversion of a derivative security, where 10,000 stock options were converted into common shares at a fixed $73.34 exercise price on February 12, 2026.