NATIONAL HEALTH INVESTORS (NYSE: NHI) CEO exercises 25,000 options, withholds 22,055 shares for taxes

Rhea-AI Filing Summary

NATIONAL HEALTH INVESTORS CEO and President D. Eric Mendelsohn exercised a stock option for 25,000 Stock Option (Right to Buy) 2025 and received 25,000 shares of Common Stock at $73.34 per share. To cover tax obligations, 22,055 Common shares were disposed of through a tax-withholding transaction at $91.02 per share, leaving 115,450 Common shares held directly after these transactions.

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^*

Mendelsohn D. Eric

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		25,000	A	$73.34	137,505	D
Common Stock	02/17/2026		F		22,055	D	$91.02	115,450	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	02/17/2026		M			25,000	03/03/2025	03/03/2030	Common Stock	25,000	$0	0	D

Explanation of Responses:

	/s/ Kimberly V. Ouimet, by limited power of attorney	02/19/2026
	** 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 CEO D. Eric Mendelsohn report?

NHI CEO D. Eric Mendelsohn reported exercising options for 25,000 shares of Common Stock and a related tax-withholding disposition of 22,055 shares. These transactions were dated February 17, 2026 and are reported as direct ownership activity.

How many NHI shares did the CEO acquire through the option exercise?

The CEO acquired 25,000 shares of NHI Common Stock through exercising a Stock Option (Right to Buy) 2025. The exercise price reported was $73.34 per share, and the resulting shares increased his directly held Common Stock before the tax withholding transaction.

What was the purpose of the 22,055-share disposition in NHI stock?

The disposition of 22,055 NHI Common shares was reported with code F, indicating a tax-withholding disposition. This means shares were delivered to satisfy the exercise price or tax liability, not an open-market sale, at a reported price of $91.02 per share.

How many NHI shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 115,450 shares of NHI Common Stock. This reflects the net position following the 25,000-share option exercise and the 22,055-share tax-withholding disposition recorded on February 17, 2026.

What do transaction codes M and F mean in this NHI Form 4?

Code M indicates an exercise or conversion of a derivative security, here the Stock Option (Right to Buy) 2025 into Common Stock. Code F indicates a tax-withholding disposition, where shares are delivered to cover exercise price or tax obligations.

Was this NHI insider transaction a direct or indirect ownership change?

All reported NHI transactions are classified as direct ownership (code D). There are no footnotes indicating holdings through separate entities, so the option exercise and tax-withholding disposition are attributed directly to D. Eric Mendelsohn’s personal ownership.