Were the NHI CEO’s share dispositions open-market sales?

The reported share dispositions were not open-market sales but tax-withholding events. A total of 10,192 shares and 194 restricted shares were automatically delivered at $90.03 per share to satisfy tax liabilities arising from option exercises and restricted stock vesting on February 23, 2026.

NHI (NHI) CEO exercises 13,334 options and withholds shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

National Health Investors CEO and President D. Eric Mendelsohn reported option exercises and related tax share dispositions. On February 23, 2026, he exercised 13,334 stock options, receiving 13,334 shares of common stock at an exercise price of $57.76 per share.

To cover tax obligations associated with these equity awards, 10,192 shares and an additional 194 restricted shares were automatically withheld and disposed of at $90.03 per share. After these transactions, he directly owned 118,398 shares of National Health Investors common stock.

Insider Trade Summary

Net Buyer: 2,948 shares

Net Buy 4 txns

Insider Mendelsohn D. Eric

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) 2024	13,334	$0.00	$0.00
Exercise	Common Stock	13,334	$57.76	$770K
Exercise Price or Tax Liability	Common Stock	10,192	$90.03	$918K
Exercise Price or Tax Liability	Common Stock	194	$90.03	$17K

Holdings After Transaction: Stock Option (Right to Buy) 2024 — 0 shares (Direct); Common Stock — 118,398 shares (Direct)

Footnotes (1)

F1. Reflects the disposition of 194 restricted shares upon vesting on February 23, 2026 for the settlement of taxes.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 06:08 PM

FAQ

What insider transactions did NHI CEO D. Eric Mendelsohn report?

NHI CEO D. Eric Mendelsohn reported exercising 13,334 stock options and receiving 13,334 common shares. To satisfy tax obligations tied to these awards, 10,192 shares and 194 restricted shares were automatically withheld and disposed of at $90.03 per share on February 23, 2026.

How many National Health Investors (NHI) shares does the CEO own after this Form 4?

After the reported transactions, the NHI CEO directly owns 118,398 common shares. This figure reflects the 13,334 shares received from option exercises, net of 10,192 shares and 194 restricted shares withheld and disposed of to cover associated tax liabilities on February 23, 2026.

What prices are disclosed for the NHI CEO’s February 23, 2026 transactions?

The Form 4 shows an option exercise price of $57.76 per share for 13,334 stock options. It also reports that 10,192 shares and 194 restricted shares were disposed of for tax withholding purposes at $90.03 per share on February 23, 2026.

What type of securities did the NHI CEO exercise and receive on this Form 4?

The CEO exercised 13,334 stock options labeled as “Stock Option (Right to Buy) 2024,” with a $57.76 exercise price. In connection with this exercise, he acquired 13,334 shares of National Health Investors common stock, before subsequent tax-related share withholdings reduced the net number retained.

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^*

Mendelsohn D. Eric

(Last)

(First)

(Middle)

222 ROBERT ROSE DRIVE

(Street)

MURFREESBORO

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)
02/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2026		M		13,334	A	$57.76	128,784	D
Common Stock	02/23/2026		F		10,192	D	$90.03	118,592	D
Common Stock	02/23/2026		F		194⁽¹⁾	D	$90.03	118,398	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy) 2024	$57.76	02/23/2026		M			13,334	02/23/2026	02/23/2029	Common Stock	13,334	$0	0	D

Explanation of Responses:

1. Reflects the disposition of 194 restricted shares upon vesting on February 23, 2026 for the settlement of taxes.

	/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.

Source: View Original Filing on SEC EDGAR