NATIONAL HEALTH INVESTORS (NHI) director exercises 10,000 options, withholds 8,267 shares

Rhea-AI Filing Summary

NATIONAL HEALTH INVESTORS INC director COLDEN TRACY M J reported exercising stock options for 10,000 shares of common stock on February 19, 2026. The options converted into common shares at a reported price of $73.34 per share. To cover taxes and related obligations, 8,267 shares were disposed of through a tax-withholding transaction at $88.72 per share. After these transactions, the director directly owned 11,590 shares of NHI common stock.

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^*

COLDEN TRACY M J

(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)
02/19/2026

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	02/19/2026		M		10,000	A	$73.34	19,857	D
Common Stock	02/19/2026		F		8,267	D	$88.72	11,590	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	02/19/2026		M			10,000	03/03/2025	03/03/2030	Common Stock	10,000	$0	0	D

Explanation of Responses:

	/s/ Kimberly V. Ouimet, by limited power of attorney	02/23/2026
	** 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 did NHI director COLDEN TRACY M J report on this Form 4?

The director reported exercising stock options into 10,000 shares of NATIONAL HEALTH INVESTORS INC common stock and a related tax-withholding share disposition. These transactions adjusted the director’s direct ownership position while reflecting compensation-related equity activity rather than an open-market purchase or sale.

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

The director acquired 10,000 shares of NATIONAL HEALTH INVESTORS INC common stock via an option exercise. The transaction was coded “M,” indicating exercise or conversion of a derivative security, and represents equity compensation being converted into directly held common shares.

How many NHI shares were disposed of for tax withholding?

A total of 8,267 NATIONAL HEALTH INVESTORS INC common shares were disposed of in a transaction coded “F” for tax withholding. This means shares were surrendered to cover exercise price or tax liabilities, rather than being sold as an open-market discretionary sale.

What is the director’s NHI share ownership after these transactions?

Following the option exercise and related tax-withholding disposition, the director directly owned 11,590 shares of NATIONAL HEALTH INVESTORS INC common stock. This post-transaction balance reflects the net equity position remaining after satisfying associated tax or exercise obligations.

Were these NHI transactions classified as open-market buys or sells?

No, the transactions were not open-market buys or sells. The option exercise was coded “M” and the share surrender was coded “F” for tax withholding. Both codes indicate compensation and tax-related activity instead of discretionary trading in the open market.