CIO at National Health Investors (NYSE: NHI) exercises options, delivers shares

Rhea-AI Filing Summary

National Health Investors Chief Investment Officer Kevin Carlton Pascoe exercised stock options for 8,500 shares of common stock at a price of $57.76 per share on February 23, 2026.

To cover the exercise price or related tax obligations, 6,409 shares of common stock were disposed of through a tax-withholding transaction, leaving him with 68,356 shares of common stock held directly.

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
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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^*

PASCOE KEVIN CARLTON

(Last) (First) (Middle)

222 ROBERT ROSE DRIVE

(Street)

MURFREESBORO TN 37129

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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
Common Stock	02/23/2026		M		8,500	A	$57.76	74,765	D
Common Stock	02/23/2026		F		6,409	D	$90.03	68,356	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) 2024	$57.76	02/23/2026		M			8,500	02/23/2026	02/23/2029	Common Stock	8,500	$0	0	D

Explanation of Responses:

	/s/ Kimberly V. Ouimet, by limited power of attorney	02/25/2026
	** 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 transactions did NHI’s Kevin Carlton Pascoe report?

Kevin Carlton Pascoe reported exercising options for 8,500 National Health Investors shares and a related tax-withholding share disposition. These moves convert derivative awards into common stock while using some shares to satisfy exercise price or tax obligations, a common administrative step for equity compensation.

How many NHI shares did Kevin Carlton Pascoe acquire through option exercise?

He acquired 8,500 National Health Investors common shares through the exercise of a stock option. The option exercise is coded “M,” indicating a derivative security conversion, and represents equity compensation being turned into directly held common stock rather than an open-market purchase.

What does the tax-withholding transaction in NHI’s Form 4 mean?

The Form 4 shows 6,409 National Health Investors shares disposed of in a transaction coded “F.” This code indicates shares were withheld or delivered to pay the option exercise price or associated tax liabilities, not an ordinary open-market sale initiated for investment reasons.

How many NHI shares does Kevin Carlton Pascoe own after these transactions?

After the option exercise and tax-withholding disposition, Kevin Carlton Pascoe directly holds 68,356 National Health Investors common shares. This post-transaction ownership figure reflects his remaining direct equity stake following the administrative share delivery to cover exercise-related obligations.

Were any of Kevin Carlton Pascoe’s NHI transactions open-market buys or sells?

No open-market buys or sells are reported in this Form 4 for National Health Investors. The filing shows an option exercise (code “M”) and a tax-withholding disposition (code “F”), both linked to equity compensation administration rather than discretionary trading in the open market.