NHI (NHI) director receives 1,268-share restricted stock award

Rhea-AI Filing Summary

Donohue Lilly reported acquisition or exercise transactions in this Form 4 filing.

National Health Investors director Lilly Donohue reported receiving a grant of 1,268 shares of common stock as restricted stock.

The award was granted on March 3, 2026 and will vest in full on March 3, 2027, as long as she continues serving as a director through that date. Following this grant, her directly owned stake is 1,268 shares.

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

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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^*

Donohue Lilly

(Last) (First) (Middle)

222 ROBERT ROSE DR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A		1,268(1)	A	$0	1,268	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

Explanation of Responses:

1. Represents a grant of restricted stock awarded on March 3, 2026, which vests in full on March 3, 2027, subject to the reporting person's continued service as a director through such date.

	/s/ Kimberly V. Ouimet, by limited power of attorney	03/05/2026
	** 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).
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FAQ

What insider transaction did NHI director Lilly Donohue report?

NHI director Lilly Donohue reported receiving a grant of 1,268 restricted shares of common stock. The award was granted on March 3, 2026 and reflects additional equity-based compensation tied to her board service at National Health Investors.

Was the NHI Form 4 transaction a purchase or an award?

The NHI Form 4 shows an award, not a market purchase. Lilly Donohue received 1,268 restricted shares as a grant of common stock, classified as a “Grant, award, or other acquisition” rather than buying shares on the open market.

When do Lilly Donohue’s NHI restricted shares vest?

The 1,268 restricted shares awarded to Lilly Donohue vest in full on March 3, 2027. Vesting is conditional on her continued service as a director of National Health Investors through that vesting date, according to the Form 4 footnote.

How many NHI shares does Lilly Donohue own after this grant?

After the restricted stock grant, Lilly Donohue directly owns 1,268 NHI common shares. The Form 4 lists this amount as the total shares beneficially owned following the reported transaction, reflecting only her direct ownership position as a director.

What conditions apply to the NHI restricted stock grant reported?

The restricted stock grant vests only if service continues. Specifically, the 1,268 restricted shares vest in full on March 3, 2027, provided Lilly Donohue remains a director of National Health Investors continuously through that date, as described in the footnote.

What does transaction code “A” mean in the NHI Form 4?

Transaction code “A” on the NHI Form 4 indicates a grant, award, or other acquisition of securities. In this case, it reflects the issuance of 1,268 restricted shares of common stock to director Lilly Donohue as part of her equity compensation.