NHI (NYSE: NHI) CEO gets 14,409 restricted shares; 597 shares withheld for taxes

Rhea-AI Filing Summary

NATIONAL HEALTH INVESTORS INC CEO and President D. Eric Mendelsohn received a grant of 14,409 shares of common stock on March 3, 2026 at a price of $0.0000 per share. This restricted stock vests in three equal annual installments on each anniversary of the grant date beginning March 3, 2027, conditioned on continued service.

On the same date, 597 shares of common stock were disposed of at $86.75 per share to satisfy tax withholding obligations tied to restricted stock vesting on March 3, 2026. After these transactions, Mendelsohn directly held 132,210 common shares and 25,000 stock options.

Insider Trade Summary

Net Buyer: 13,812 shares

Net Buy 4 txns

Insider Mendelsohn D. Eric

Role CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,409	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	597	$86.75	$52K
holding	Stock Option (Right to Buy) 2025	--	--	--
holding	Stock Option (Right to Buy) 2025	--	--	--

Holdings After Transaction: Common Stock — 132,210 shares (Direct); Stock Option (Right to Buy) 2025 — 50,000 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of restricted stock that vests in three equal annual installments on each anniversary of the grant date beginning March 3, 2027, subject to the reporting person's continued service through each vesting date.
2. F2. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock on March 3, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/05/2026 - 04:55 PM Learn about SEC filing dates

FAQ

What did NHI CEO D. Eric Mendelsohn receive in this Form 4 filing?

D. Eric Mendelsohn received a grant of 14,409 shares of NATIONAL HEALTH INVESTORS INC common stock. The award is structured as restricted stock that vests over three years, beginning March 3, 2027, and is tied to his continued service with the company.

How do the new restricted shares for NHI CEO Mendelsohn vest over time?

The 14,409 restricted shares granted to Mendelsohn vest in three equal annual installments. Vesting occurs on each anniversary of the March 3, 2026 grant date, starting March 3, 2027, and requires his continued service through each vesting date.

Why were 597 NHI shares disposed of in this insider transaction?

The 597 shares were withheld by the issuer to cover tax withholding obligations. This occurred in connection with the vesting of restricted stock on March 3, 2026, and is categorized as a tax-withholding disposition rather than an open-market sale.

What is D. Eric Mendelsohn’s NHI common stock holding after these transactions?

Following the grant and tax-withholding disposition, Mendelsohn directly holds 132,210 shares of NATIONAL HEALTH INVESTORS INC common stock. This figure reflects his updated ownership position after both the restricted stock award and the 597-share tax withholding.

What stock options does the NHI CEO hold according to this Form 4?

The filing shows Mendelsohn holding 25,000 stock options labeled as “Stock Option (Right to Buy) 2025.” These are reported as derivative holdings, with 25,000 options shown as the total following the reported transactions on March 3, 2026.

Does the NHI CEO’s Form 4 show a buy or a sell of shares on the market?

The Form 4 reports an equity award and tax withholding, not an open-market trade. Mendelsohn acquired 14,409 restricted shares at no cash price and had 597 shares withheld by the issuer to satisfy tax obligations on vesting restricted 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

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 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)
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		14,409(1)	A	$0	132,807	D
Common Stock	03/03/2026		F		597(2)	D	$86.75	132,210	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							03/03/2026	03/03/2030	Common Stock	25,000		25,000	D
Stock Option (Right to Buy) 2025	$73.34							03/03/2027	03/03/2030	Common Stock	25,000		25,000	D

Explanation of Responses:

1. Represents a grant of restricted stock that vests in three equal annual installments on each anniversary of the grant date beginning March 3, 2027, subject to the reporting person's continued service through each vesting date.

2. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock on March 3, 2026.

	/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).
** 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.