Form 8-K

8-K — NATIONAL HEALTH INVESTORS INC

Accession: 0001193125-26-173874

Filed: 2026-04-23

Period: 2026-04-20

CIK: 0000877860

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d124690d8k.htm (Primary)

EX-10.1 (d124690dex101.htm)

EX-99.1 (d124690dex991.htm)

GRAPHIC (g124690dsp18.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d124690d8k.htm · Sequence: 1

8-K

NATIONAL HEALTH INVESTORS INC false 0000877860 0000877860 2026-04-20 2026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 20, 2026

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

222 Robert Rose Drive, Murfreesboro, TN 37129

(Address of principal executive offices) (Zip code)

(615) 890-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.01 par value

NHI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CFO Transition

On April 21, 2026, John L. Spaid notified the Board of Directors (the “Board”) of National Health Investors, Inc. (the “Company”) of his intention to retire from his position as Executive Vice President of Finance, Chief Financial Officer and Treasurer, effective as of July 1, 2026. Mr. Spaid’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On April 20, 2026, Todd Siefert, 52, was appointed as Executive Vice President Corporate Finance, effective June 1, 2026. Upon Mr. Spaid’s retirement, Mr. Siefert will become Chief Financial Officer of the Company.

Mr. Siefert brings more than 25 years of experience in corporate finance, capital markets, treasury management, and investor relations, with deep expertise in publicly traded REITs. Since August 2024, he has served as Chief Financial Officer of Hillsboro Residential, where he oversaw debt and equity financing, financial underwriting, and investor relations for a ground-up multifamily development platform with a pipeline exceeding $275 million. From 2023 to 2024, Mr. Siefert served as a partner at HRP Residential, where he led financial planning, capital markets activities, underwriting, and investor relations for development projects. From 2012 to 2023, Mr. Siefert served as Senior Vice President of Corporate Finance and Treasurer at Ryman Hospitality Properties (NYSE:RHP), a publicly traded REIT with a market capitalization exceeding $6.0 billion, where he led more than $8.0 billion in capital markets transactions spanning syndicated bank facilities, public debt and equity offerings, mergers and acquisitions, and balance sheet restructuring. He began his career with Booz Allen & Hamilton and the U.S. Department of Justice—Antitrust Division. Mr. Siefert has a Bachelor’s degree from the University of Tennessee and a Masters of Business Administration from Vanderbilt University.

Mr. Siefert will participate in the Company’s executive compensation program. He will receive an initial annual base salary of $500,000, and he will be eligible to receive a prorated 2026 annual performance-based cash incentive award with a maximum bonus potential of $490,000 and a prorated 2026 annual equity award with an aggregate target value of $437,500, which will be allocated equally between time-based restricted stock and performance-based restricted stock units. Additionally, in connection with his appointment, Mr. Siefert will receive a one-time signing bonus of $100,000 and a one-time grant of an option to purchase 50,000 shares of the Company’s common stock, subject to vesting over two years.

In connection with Mr. Siefert’s appointment, the Company will enter into an indemnification agreement with Mr. Siefert similar to the indemnification agreement entered into with all other executive officers of the Company.

There are no family relationships between Mr. Siefert and any director or executive officer, and there have been no transactions between Mr. Siefert or any of his immediate family members and the Company or any of its subsidiaries that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

A copy of the press release announcing Mr. Spaid’s retirement and Mr. Siefert’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Transition Agreement

On April 21, 2026, the Company entered into a Transition Agreement and General Release (“Transition Agreement”) with Mr. Spaid in connection with Mr. Spaid’s retirement. The benefits and entitlements under the Transition Agreement are subject to Mr. Spaid’s execution and non-revocation of a release of claims in favor of the Company (the “Release”). Pursuant to the Transition Agreement, (i) outstanding unvested restricted stock awards granted to Mr. Spaid before January 1, 2026 will vest in full as of the effective date of the Release, (ii) at the sole discretion of the Company, as determined by the Compensation Committee of the Board, either (x) one-sixth of the unvested restricted stock awards granted to Mr. Spaid on or after January 1, 2026 will vest in full as of the effective date of the Release and the remainder of such awards will be automatically and immediately forfeited, or (y) Mr. Spaid will receive a cash payment equal to the value of one-sixth of the unvested restricted stock awards granted to Mr. Spaid on or after January 1, 2026 as of the date of Mr. Spaid’s separation from the Company, payable on the effective date of the Release, and (iii) all of Mr. Spaid’s outstanding options will continue to vest and remain exercisable as regularly scheduled. In addition, the Transition Agreement provides that Mr. Spaid will receive payments of medical premiums, if elected, until December 31, 2026, and will remain eligible for a prorated 2026 annual bonus. The Transition Agreement also provides that for six months after Mr. Spaid’s retirement date, subject to certain exceptions, Mr. Spaid may not compete with the Company’s business and may not solicit certain Company customers or solicit or recruit specified Company employees or service providers.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Transition Agreement and General Release, dated as of April 21, 2026, by and between National Health Investors, Inc. and John L. Spaid.

99.1

Press Release issued by National Health Investors, Inc. on April 23, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL HEALTH INVESTORS, INC.

By:

/s/ John L. Spaid

Name:

John L. Spaid

Title:

Chief Financial Officer

Date: April 23, 2026

EX-10.1

Filename: d124690dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

TRANSITION AGREEMENT AND GENERAL RELEASE

This Transition Agreement and General Release (the “Agreement”) is hereby entered into by and between John Spaid

(“Employee”) and National Health Investors, Inc. (“NHI” and, together with its subsidiaries and affiliates, the “Company”). Each of Employee and NHI is also referred to herein as a “Party” and together

as the “Parties.”

Employee is employed by the Company in an at-will employment

relationship in the position of Chief Financial Officer;

Employee and the Company have mutually agreed that Employee’s employment will end on the Separation Date,

following a Transition Period (as such terms are defined below);

If Employee executes this Agreement, complies with its terms, and executes the Release (as defined below),

Employee will receive the payments and benefits referenced in Section 4; and

Accordingly, in consideration of the mutual covenants and agreements set forth herein and other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Transition Period. Employee’s employment shall terminate on July 1, 2026, or such earlier date on

which Employee’s employment ends due to death, voluntary resignation or termination by the Company for Cause (the “Separation Date”). The period beginning on the Effective Date and ending on the Separation Date is referred to as

the “Transition Period.” During the Transition Period, the following terms apply:

a. The Company will continue

to pay Employee the same salary to which he was entitled immediately prior to the Effective Date, less normal withholdings for federal and state income and payroll taxes and payable in accordance with the Company’s regular payroll practices.

b. Employee will remain an active employee and continue to perform Employee’s regular duties in good faith and to

the best of Employee’s abilities.

c. Notwithstanding any other provision of this Agreement, the Company may, in its

sole discretion, terminate Employee’s employment immediately for Cause. For purposes of this Agreement, “Cause” means: (i) Employee’s willful engagement in conduct materially injurious to the business interests of the

Company or any of its subsidiaries and affiliates as determined in good faith by the Board of Directors of the Company (“Board”) or its designee; (ii) Employee’s conviction (including a guilty plea or a plea of no contest) of

theft, embezzlement, fraud, misappropriation, illegal use or possession of drugs or alcohol, or of any crime that discredits the Company or any of its subsidiaries or affiliates or is detrimental to the reputation or goodwill of the Company or any

of its subsidiaries or affiliates as determined in good faith by the Board or its designee; (iii) Employee’s commission of any act of fraud or dishonesty, or commission of an immoral or unethical act, that reflects negatively on the

Company as determined in good faith by the Board or its designee; or (iv) Employee’s material failure to observe and comply with the Company’s code of conduct or any other written policies, including without limitation its policies

prohibiting harassment and discrimination. In the event of a termination for Cause, or if Employee’s employment terminates due to Employee’s voluntary resignation prior to July 1, 2026, Employee shall be entitled only to the Final

Compensation (as defined below) and shall not be eligible for any of the payments or benefits described in Section 4.

2. Separation Date and Related Matters. Employee acknowledges

that his employment will immediately terminate on the Separation Date, and all of the offices, directorships, appointments, and other positions Employee holds with the Company, will end on the Separation Date, and Employee shall be deemed to have

resigned from all such positions as of the Separation Date. When Employee executes this Agreement: (i) the Company will pay Employee’s current base salary rate through the Separation Date; (ii) Employee’s benefits under the

Company’s benefit plans in which Employee participates will continue until the Separation Date and then will terminate in accordance with the terms of the applicable plan documents; and (iii) the Company will reimburse Employee for

approved but unreimbursed expenses that the Company determines are reimbursable under applicable policies and procedures (collectively, the “Final Compensation”). For the avoidance of doubt: (A) if the Separation Date has occurred

due to Employee’s voluntary resignation or termination by the Company for Cause, the Company shall pay or provide Employee only the Final Compensation; or (B) if the Separation Date occurs due to Employee’s death or termination due

to permanent disability, or if Employee otherwise continues employment through June 30, 2026, then Employee shall be entitled to the payments and benefits described in Section 4 below in addition to the Final Compensation.

3. Release. Provided that the Separation Date did not occur due to Employee’s termination for Cause or voluntary

resignation, and provided further that Employee (or Employee’s authorized legal representative) executes the Release attached hereto as Exhibit A (the “Release”) within three (3) business days after the Separation Date, and

does not revoke the Release, Employee (or Employee’s estate) shall be entitled to the Termination Benefits described in Section 4.

4. Termination Benefits. Subject to Section 3, the Company agrees to provide Employee with the following

payments or benefits (collectively, the “Termination Benefits”):

a. Restricted Stock. All outstanding

and unvested restricted stock awards granted by the Company to Employee prior to January 1, 2026, as specified in Exhibit B, shall vest in full as of the effective date of the Release. Such vested awards shall remain subject to the terms of the

relevant award and plan documentation.

b. 2026 Prorated Restricted Stock Awards or Cash at Board Discretion. At the

sole discretion of the Company, as determined by the Compensation Committee of the Board, either: (i) one-sixth (1/6) of the restricted stock awards granted by the Company to Employee on or after

January 1, 2026, as specified in Exhibit B (the “2026 Restricted Stock Awards”), shall vest in full as of the effective date of the Release, and the remainder of such 2026 Restricted Stock Awards shall be automatically and

immediately forfeited without further action by either Party, or (ii) Employee shall receive a cash payment, payable on the effective date of the Release, equal to one-sixth (1/6) of the product of

(A) the closing price of the Company’s common stock on the New York Stock Exchange on the Separation Date multiplied by (B) the number of shares of common stock subject to the 2026 Restricted Stock Awards, and the 2026 Restricted

Stock Awards shall be automatically and immediately forfeited without further action by either Party. Any vested awards shall remain subject to the terms of the relevant award and plan documentation.

c. Options. All outstanding options granted to Employee by the Company, as specified in Exhibit B, shall continue to

vest and remain exercisable as regularly scheduled, pursuant to the terms of the applicable option awards and plan documentation.

d. 2026 Prorated Bonus. Subject to the terms of the 2026 bonus plan approved by the Compensation Committee of the Board,

Employee shall remain eligible to receive a prorated annual bonus for calendar year 2026, determined based on the terms of the 2026 bonus plan, prorated based on the number of days that Employee is employed by the Company during calendar year 2026.

The prorated bonus shall be paid at the same time annual bonuses are paid to similarly situated executives of the Company, but in no event later than March 15, 2027.

e. 2026 COBRA Insurance Reimbursed. Subject to

(A) Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (B) Employee’s continued compliance with the

obligations in the Release, the Company will permit Employee to continue participation (pursuant to COBRA) in the Company’s group health plans (to the extent permitted under applicable law and the terms of such plan), which covers Employee and

Employee’s eligible dependents, with the cost of such coverage fully paid for by the Company through December 31, 2026 (the “Taxable Coverage”), provided that Employee is eligible and remains eligible for COBRA

coverage; provided, further, that the Company will treat the amounts paid by it for contributions or premiums as taxable to Employee or make such payments (less any required withholding) directly to Employee and/or may modify the

continuation coverage contemplated by this Section to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Sections 105(h) and/or 125 of the

Internal Revenue Code of 1986, as amended, the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended, and in each case, the regulations and guidance promulgated

thereunder (to the extent applicable).

Employee acknowledges that the Termination Benefits are consideration for Employee’s promises contained in

this Agreement (and the Release), that Employee is not otherwise entitled to such consideration, and that such consideration is above and beyond any wages, salary, or other sums or items of value to which Employee is entitled from the Company (or

any other Released Party, as defined below) under any contract (express or implied) or any other source of entitlement. For the avoidance of doubt, and without limiting any other remedies available to the Company, if Employee fails to comply with

Employee’s obligations under this Agreement (or the Release), Employee shall not be entitled to receive the Termination Benefits, and the Company reserves the right to seek the return of the amounts or fair market value of the benefits

provided under Section 4, if already provided; provided, however, that Employee shall not be deemed to have breached this Agreement (or the Release) unless the Company has provided Employee with written notice detailing such breach and provided

Employee with a reasonable opportunity to cure such breach (if curable).

In no event shall Employee be obligated to seek other employment or take any

other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Employee as a result of employment by a

subsequent employer.

5. No Admission of Wrongdoing or Liability. Nothing contained in this Agreement (or the

Release) constitutes, may be construed as, or is intended to be an admission or an acknowledgment by any of the Released Parties (as defined in the Release) of any wrongdoing or liability, all such wrongdoing and liability being expressly denied.

6. Restrictive Covenants. As a material condition of this Agreement, Employee shall comply with the covenants

set forth in this Section 6. Employee acknowledges and agrees that the covenants contained in this Section 6 are in addition to, and not in lieu of, any similar restrictions that may exist in other agreements between Employee, on the

one hand, and the Company on the other hand.

a. Non-Competition. During

the period of Employee’s employment with the Company and for a period of six (6) months following the Separation Date (the “Post-Separation Restricted Period”), Employee shall not, directly or indirectly, individually or on

behalf of any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof, or other entity (each a “Person”), in any

jurisdiction in which the Company conducts the Business of the Company and throughout the entirety of the United States of America, (i) own any interest in any business or enterprise that engages in the Business of the Company, or

(ii) carry on or engage in the Business of the Company or any part of the Business of the Company, including as a consultant, advisor, board member, or other role, where Employee’s engagement or involvement is the same as, or is

substantially similar to, the services Employee performed as an employee of the Company. For this purpose, the “Business of the Company” means sale-leaseback, joint venture, and mortgage and mezzanine financing of need-driven and

discretionary senior housing investments. Notwithstanding the foregoing, nothing herein shall prohibit Employee from: (A) investing in the publicly-traded equity securities of a Person engaged in the Business of the Company, so long as Employee

(1) is not a controlling Person of, or a member of a group which controls, such Person, (2) does not directly or indirectly own more than one percent (1%) of any class of securities of such Person and (3) does not undertake activities

involving the Business of the Company with respect to such Person and otherwise have no active participation in the business of such Person; or (B) passively investing in private investment funds whose principal investment strategy is not

directed toward investing in entities that engage in or operate in the Business of the Company. For the avoidance of doubt, nothing in this Section 6(a) restricts Employee from providing services to the Company, whether as an employee,

consultant, director, or otherwise.

b. Non-Solicitation of Customers.

During the Post-Separation Restricted Period, Employee will not, either directly or through others, solicit or attempt to solicit (on Employee’s own behalf or on behalf of any other Person) any Customer with whom Employee had contact or about

whom Employee gained Confidential Information as a result of Employee’s employment or services Employee provided to the Company, for the purpose of providing services competitive with those provided by the Company to such Customer

(“Company Services”), or to otherwise cause such Customer to diminish or materially alter its relationship with the Company. For this purpose, a “Customer” is any person or entity to which the Company has provided Company

Services at any time during the twenty-four (24) months prior to the date of Employee’s action; or (y) any potential Customer that the Company is actively targeting or pursuing on the date Employee’s employment ends; provided

that, for the avoidance of doubt, the definition of “Customer” shall not include persons or entities contacted by the Company in an unsolicited fashion and which resulted in no expressed interest in the engagement of a business

relationship with the Company.

c. Non-Solicitation of

Employees. During the Post-Separation Restricted Period, Employee will not, either directly or through others, encourage, induce, attempt to induce, recruit, solicit, attempt to solicit (on his own behalf or on behalf of any other Person),

or take any other action that is intended to induce or encourage any employee, consultant, or service provider of the Company who worked for or performed services for the Company during the twenty-four (24) months prior to Employee’s

action and with whom Employee had contact or about whom Employee gained Confidential Information as a result of Employee’s employment or service to the Company (a “Company Employee”) to end or diminish his or her or its

relationship with the Company, or take any other action that is intended to induce or encourage any Company Employee to engage in any activity in which Employee is prohibited from engaging, provided that this Section shall not be violated

by (i) general solicitations for employment not directed at Company Employees or targeting Company Employees, or (ii) Employee serving as a reference, upon request, for any employee of the Company.

d. Company Property and

Non-Disclosure. During Employee’s employment and at all times thereafter, and subject to Section 7, Employee will hold in the strictest confidence and take all reasonable precautions to prevent

any unauthorized use or disclosure of Confidential Information, and Employee will not (i) use Confidential Information for any purpose whatsoever other than for the benefit the Company, or (ii) disclose Confidential Information to any

third party without NHI’s prior written authorization. Employee agrees that Employee obtains no title to any Confidential Information, and that as between NHI and Employee, Confidential Information is the property of NHI. For purposes of this

Agreement, “Confidential Information” means any and all non-public information concerning the Company, including but not limited to: (1) information relating to the Company’s actual or anticipated businesses, strategies,

operations, financial performance, technology, research, development, assets, partnerships, investments, transactions, or marketing methods; (2) any technical data, proprietary data, algorithms, discoveries, trade secrets, intellectual

property, know-how, processes, formulae, or designs; (3) information that is marked, identified, or otherwise designated as confidential or proprietary, or that a reasonable person in Employee’s position would understand to be

confidential or proprietary; or (4) information received by the Company from third parties under circumstances requiring confidentiality or limiting use or disclosure. Notwithstanding anything else in this Agreement, Confidential Information

does not include information that is generally available and known to the public, which is not gained as a result of a breach of this Agreement, or that is the product of Employee’s general knowledge, education, training and/or experience. All

records, files, usernames/passwords, access credentials, lists, including computer generated lists, data, drawings, documents, social media accounts, equipment, phones, computers, tablets and similar items relating to the Company’s business,

and all Confidential Information, is and shall remain the Company’s sole and exclusive property. Employee agrees that Employee will promptly return to the Company, by the Separation Date or earlier at the Company’s request, all property

of the Company in Employee’s possession (including Confidential Information) and will not retain copies of such property. Employee specifically agrees that, by the Separation Date or earlier at the Company’s request, Employee will

promptly provide to the Company all usernames, passwords, or login credentials, together with any account verification/recovery information. Employee acknowledges and agrees that Employee’s obligation to return the Company’s property

shall apply to all property that Employee is aware is in his possession or control (based upon a diligent search), and the Company acknowledges and agrees that inadvertent or immaterial failures to return property shall not be deemed a breach hereof

so long as Employee promptly returns such property to the Company upon becoming aware that such property is in his possession or control.

7. Protected Rights. Nothing within this Agreement, or any other agreement between Employee and the Company, limits any

right Employee or the Company may have that may not be limited by private agreement, including any right: (i) to provide any information in response to a valid subpoena, court order, other legal process, or as otherwise required to be provided

by law; (ii) to challenge the validity or enforceability of this Agreement; (iii) to apply for unemployment compensation or workers’ compensation benefits; (iv) to file a charge with, providing information to, or participating

in an investigation or proceeding conducted by any governmental agency or entity including, but not limited to, the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), U.S. Department of

Justice (“DOJ”), U.S. Securities and Exchange Commission (“SEC”), the Occupational Safety and Health Administration (“OSHA”), the U.S. Congress, or any agency Inspector General; or (v) to report possible

violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization or to cooperate with such agency, entity, or organization, without notice to the Company (and to receive a whistleblower award

provided by law for providing such information). In accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the

disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to

an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding,

if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in

the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. Employee agrees that in the event Employee receives a

subpoena or similar request or demand by any person or entity (including a government agency) to give testimony or produce documents pertaining to Employee’s employment with the Company, Employee will give prompt written notice of such

subpoena, request, or demand to the Company, to allow the Company a reasonable opportunity to, if it elects, first contest the right of the requesting person or entity to such disclosure.

8. Breach of Agreement. If either Party brings a claim arising out of or relating to this Agreement, the

prevailing Party will be entitled to its reasonable attorneys’ fees and expenses incurred in connection with such action. This Agreement will be governed by the laws of the State of Tennessee (excluding the choice of law rules thereof). The

Parties agree that venue and jurisdiction for any legal action arising out of or in connection with this Agreement will be exclusively with courts of the state of Tennessee and the United States District Courts for the State of Tennessee.

9. Binding Effect/Counterparts. This Agreement will be binding upon and inure to the benefit of Employee and the

Company, and their respective officers, directors, employees, agents, legal counsel, heirs, successors, and assigns, provided that this Agreement may not be assigned by Employee without the Company’s written consent. The language of all parts

of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either Party. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all

of which, taken together, constitute one and the same agreement. The terms of this Agreement will not establish any precedent, nor with this Agreement be used as a basis to seek or justify similar terms in any subsequent matter involving persons

other than Employee.

10. Additional Provisions. Employee acknowledges and agrees that Employee is solely

responsible for payment of taxes owed by Employee as a consequence of this Agreement. Neither the waiver by either Party of a breach of or default under any of the provisions of this Agreement, nor the failure of such Party, on one or more

occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or

privileges hereunder.

11. Cooperation. The Parties agree that certain matters with which Employee was

involved during his employment may necessitate Employee’s cooperation in the future. Accordingly, Employee agrees, before and for a two (2)-year period after the Separation Date, to cooperate with the Company (including its counsel) in

effectuating a smooth transition from Employee’s employment and in responding to any internal or external claims, charges, audits, inquiries, proceedings, investigations and/or lawsuits involving the Company, involving matters for which the

Company reasonably deems Employee’s participation to be necessary as a result of Employee’s employment with the Company. It is expressly agreed that the Company’s rights to avail itself of the advice and consultation services of

Employee shall at all times be exercised in a reasonable manner, and that adequate notice shall be given to Employee in such events. Such cooperation may include (without limitation) meeting with Company representatives and/or counsel to disclose

such facts as Employee may know; preparing with the Company’s counsel for any deposition, trial, hearing or other proceeding; attending any deposition, trial, hearing or other proceeding to provide truthful testimony; and providing other

assistance to the Company and its counsel in the defense or prosecution of litigation as may, in the sole judgment of the Company’s counsel, be necessary; provided that, from and after the date the Company announces its earnings for the fiscal

quarter

in which the Separation Date occurred, the Company, when exercising its rights under this Section 11, will use reasonable best efforts not to provide or disclose any material nonpublic

information that may subject Employee to the Company’s insider trading policy once Employee otherwise ceases to be covered by such policy following the Separation Date. The Company agrees to reimburse Employee for reasonable and necessary out-of-pocket expenses (excluding attorneys’ fees) incurred by Employee in the course of complying with this obligation, provided that each expense is pre-authorized by the Company. In the event that Employee’s obligations under this Section 11 require more than a nominal amount of time, the Company shall compensate Employee for his time related to such

cooperation on a “per diem” basis, at a daily rate based upon Employee’s base salary as of the Separation Date. Nothing in this Section should be construed in any way as prohibiting or discouraging Employee from testifying

truthfully under oath as part of, or in connection with, any such proceeding.

12. Section 409A. This

Agreement is intended either to be exempt from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be interpreted and construed consistently with such

intent. Without limiting the foregoing, all payments and benefits provided under this Agreement are intended to be exempt from Section 409A to the maximum extent possible, under either the separation pay exemption pursuant to Treasury

Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4), and for this purpose, each payment

shall constitute a “separately identified” amount within the meaning of Treasury Regulation Section 1.409A-2(b)(2). In the event the terms of this Agreement would subject Employee to taxes or

penalties under Section 409A (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the

Company or any of its subsidiaries or affiliates, or any of their respective directors, officers, employees, designees, or agents be responsible for any 409A Penalties (or any related taxes, interest, penalties, costs, or damages) imposed on

Employee that arise in connection with any amounts payable under this Agreement. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of

Section 409A, then if Employee is a “specified employee,” as defined in Section 409A, as of the Separation Date, then to the extent any amount payable under this Agreement is payable upon Employee’s separation from

service, within the meaning of Section 409A, and under the terms of this Agreement would be payable prior to the six (6)-month anniversary of the Separation Date, such payment, without interest, shall be delayed until the earlier of

(A) the date immediately following the six (6)-month anniversary of the Separation Date or (B) the date of Employee’s death.

13. Counsel Fees. Upon presentation of appropriate documentation, the Company shall reimburse Employee for reasonable

attorneys’ fees incurred by Employee in connection with the negotiation and preparation of this Agreement, in an amount up to $10,000, payable within thirty (30) days following the Effective Date; provided that to the extent the Company

requests that Employee submit copies of Employee’s attorneys’ invoices as substantiation of Employee’s expenses, Employee shall be permitted to redact such invoices to preserve attorney-client privilege.

14. Entire Agreement; Severability of Terms. This Agreement, the Release, and any relevant equity

agreements/awards between the Parties (as expressly modified herein) and associated equity plans contain the complete, entire understanding of the Parties hereto concerning the subject matter hereof and supersede all prior and contemporaneous oral

and written agreements and discussions with respect to the subject matter hereof, including but not limited to the Amended and Restated Change in Control Severance Agreement, dated as of December 15, 2025, between the Company and Employee. In

executing this Agreement, neither Party relies on any term, condition, promise, or representation other than those expressed herein. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be invalid,

illegal, unenforceable or otherwise in conflict with law, the validity of the remaining parts, terms or provisions shall not be affected, provided that if a court finds that the language of the Release is unenforceable, the Parties shall, in good

faith, rewrite (or, if they cannot agree, ask the court to rewrite) the offending language to cure the defect in a reasonable manner that maintains the intended status quo as closely as possible.

15. Acknowledgments; Effective Date.

Employee acknowledges and understands that Employee: (a) has read and understands this Agreement and executes it voluntarily and without coercion; (b) is being advised herein to consult an attorney prior to executing this Agreement and has

had a full opportunity to do so; (c) seven (7) days from the date Employee received this Agreement to consider, execute and return this Agreement to Kimberly V. Ouimet, Vice President, HR/Benefits and Compliance at kouimet@nhireit.com, and if

Employee signs this Agreement prior to the end of the seven (7) day period, Employee has done so voluntarily. This Agreement is not effective or enforceable until after it is fully executed by the Parties (the “Effective Date”), and

the Company’s promises under this Agreement will arise only after this time.

TRANSITION AGREEMENT AND GENERAL RELEASE ACKNOWLEDGED AND AGREED TO:

Dated: April 21, 2026

/s/ John Spaid

John Spaid

Dated: April 21, 2026

COMPANY

By: /s/ Eric Mendelsohn

National Health Investors, Inc.

Eric

Mendelsohn

President & CEO

EXHIBIT A

RELEASE

consideration of Employee’s execution of, and compliance with, the Agreement to which this Release is attached, and Employee’s execution and non-revocation of, and compliance with,

this Release, and Employee’s continuing obligations under the Agreement, Employee will be entitled to receive the Termination Benefits. Capitalized terms used and not defined in this Release shall have the definitions as set forth in the

Agreement.

1. General Release of Claims. Employee, for himself, his agents, attorneys, heirs, administrators,

executors, assignors, assignees, and anyone acting or claiming to act on his or their joint or several behalf, hereby waives, releases, and forever discharges the Company and any and all of the Company’s past or present subsidiaries, business

units, affiliates, parent companies, insurers/insureds, predecessors, and successors, including but not limited to any respective officers, directors, employees, agents, and legal counsel (collectively, the “Released Parties”) from any

and all claims, causes of action, demands, damages, costs, expenses, liabilities, grievances, or other losses, whether known or unknown, that in anyway arise out of, or are related to, any event, transaction or matter occurring or existing on or

before the date of Employee’s execution of this Release, which Employee has or may have against any of them for any reason whatsoever in law or in equity, under federal, state, local or other law, whether the same be upon statutory claim,

contract, tort or other basis, including but not limited to any and all claims arising out of or relating to Employee’s employment with the Company or termination of employment with the Company; any and all claims relating to wages, salary,

bonuses, commissions, incentive payments, deferred compensation, other compensation, expenses, benefits, leave, discrimination, disabilities, accommodation, harassment, or retaliation or other wrongful conduct; and any and all claims relating to any

employment contract, express or implied (including, but not limited to, any alleged right to severance benefits, except as expressly contemplated in the Agreement or in this Release). Without in any way limiting the generality or scope of the

release of claims, this release includes, but is not limited to, claims for breach of contract, wrongful termination, or past wages, bonuses, or other compensation under applicable state law; claims based upon the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”); claims under or based upon the WARN Act or a state equivalent; claims under or based upon the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and claims under

or based upon the Civil Rights Acts of 1866 and 1964, as amended; the Americans With Disabilities Act as amended (“ADAAA”); the Age Discrimination in Employment Act (“ADEA”); the Older Workers Benefit Protection Act

(“OWBPA”); the Fair Labor Standards Act (“FLSA”); the Family and Medical Leave Act (“FMLA”); the Fair Credit Reporting Act (“FCRA”); the Equal Pay Act; the Uniformed Services Employment and

Reemployment Rights Act of 1994; the Tennessee Human Rights Act; the Tennessee Disability Act; qui tam actions or claims under the federal False Claims Act and any state false claims act; and/or claims under any other federal, state, or local laws

or common law, and any amendments to those laws. Employee also acknowledges and agrees that Employee is releasing and giving up any claims Employee has or may have had against the Released Parties for other tortious or unlawful conduct. Provided,

however, that this release does not extend to: (1) rights or claims the release of which is expressly prohibited by law; (2) rights or claims that arise after the date Employee executes this Release; (3) Employee’s right to

receive the Termination Benefits and to enforce the Agreement and/or this Release; (4) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (5) any rights or

claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents, applicable law or otherwise (which shall expressly survive and continue following

Employee’s termination of employment); or (6) or any ongoing rights Employee may have as a stockholder of the Company, provided that the release set forth in this paragraph releases all claims arising out of or relating to

Employee’s ownership of stock to the extent such claims arise before the date Employee executes this Release. This release will survive all other aspects of this Release. Employee represents and understands that the foregoing is a GENERAL

RELEASE.

A-1

2. Covenant Not to Sue. Employee hereby covenants and agrees

that Employee has not, and will not file, commence or initiate any suits, grievances, demands, or causes of action against any of the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this

Release. Employee agrees that Employee will “opt out” of any class action and not “opt in” to any collective action in which any of the Released Parties are named. Employee further hereby irrevocably and unconditionally

waives any and all rights to recover, and will not accept, any monetary or other relief for Employee concerning the claims that are lawfully released in this Release.

3. Protected Rights. Nothing within this Release, or any other agreement between Employee and the Company, limits any

by law; (ii) to challenge the validity or enforceability of this Agreement (including under the ADEA); (iii) to apply for unemployment compensation or workers’ compensation benefits; (iv) to file a charge with, providing information

to, or participating in an investigation or proceeding conducted by, including any possible securities laws violations, to any governmental agency or entity including, but not limited to, the EEOC, NLRB, DOJ, the SEC, OSHA, the U.S. Congress, or any

agency Inspector General, provided that this Release does waive, to the maximum extent permitted by law, any right to seek, recover, or accept any monetary payments or other individual relief for Employee connected to any agency or other action

related to claims that are lawfully released herein; or (v) to report possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization or to cooperate with such agency, entity, or

organization, without notice to the Company (and to receive a whistleblower award provided by law for providing such information).

4. Acknowledgments; Effective Date. By signing this Release, Employee reaffirms Employee’s obligations and

representations under the Agreement. Employee also represents that Employee has been paid all compensation due and owing to Employee as of the date of this Release under any employment or other contract Employee has or may have had with any Released

Party or from any other source of entitlement, including all wages, salary, bonuses, incentive payments, deferred compensation, leave, severance pay, or other benefits. Employee acknowledges that Employee has read and understands this Release and

executes it voluntarily and without coercion. Employee further acknowledges that Employee has had full opportunity to consult with an attorney prior to executing this Release, and that he has been advised in writing herein to do so. In addition,

Employee has been given twenty-one (21) calendar days, to consider, execute, and deliver this Release to Kimberly V. Ouimet, Vice President, HR/Benefits and Compliance at kouimet@nhireit.com, unless

Employee voluntarily chooses to execute this Release before the end of the twenty-one (21)-day period. Employee understands that Employee has seven (7) calendar

days following his execution of this Release to revoke it in writing, and that this Release is not effective or enforceable until after this seven (7)-day period. For such revocation to be effective, notice

must be delivered Ms. Ouimet at the contact information listed above, no later than the end of the seventh calendar day after the date by which Employee signed this Release. Employee expressly agrees that, in the event Employee revokes this

Release, this Release shall be null and void and have no legal or binding effect whatsoever, and Employee shall not be entitled to the Termination Benefits set forth in the Agreement.

A-2

RELEASE ACKNOWLEDGED AND AGREED TO:

Dated: ________________, 2026

John Spaid

Dated: ________________, 2026

COMPANY

By:

Title:

National Health Investors,

Inc.

A-3

EX-99.1

Filename: d124690dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Contact: Dana Hambly, Senior Vice President, Finance

Phone: (615) 890-9100

NHI Announces CFO Succession Plan; John Spaid to Retire, Todd Siefert Named Successor

MURFREESBORO, Tenn.— (April 23, 2026) — National Health Investors, Inc. (NYSE: NHI) announced today that John Spaid, Executive Vice President and

Chief Financial Officer, will retire effective July 1, 2026. To support a seamless transition, the Company will appoint Todd Siefert as Executive Vice President Corporate Finance, effective June 1, 2026, and he will succeed Mr. Spaid

as Chief Financial Officer upon his retirement.

The Company also announced today that as part of the transition that Dana Hambly has been promoted to

Senior Vice President of Finance to assume expanded responsibilities.

“On behalf of the entire NHI community, I congratulate John on his many

contributions to our Company,” said Eric Mendelsohn, President and CEO. “Through his leadership and disciplined financial stewardship, NHI has built a strong balance sheet and is well-positioned to capitalize on future growth

opportunities. We thank John for his dedication and lasting impact, and we wish him the very best in his retirement.”

“It has been a

privilege to serve NHI over the past decade,” said Mr. Spaid. “I’m proud of the financial and accounting platforms we’ve built. The Company’s public equity and debt facilities are well-positioned to provide future

capital to the Company as it executes its long-term strategy. I look forward to NHI’s continued success.”

Mr. Siefert brings more than

25 years of experience in corporate finance, capital markets, treasury management, and investor relations, with deep expertise in publicly traded REITs. He most recently served as Chief Financial Officer of Hillsboro Residential, where he oversaw

debt and equity financing, financial underwriting, and investor relations for a ground-up multifamily development platform with a pipeline exceeding $275 million.

Prior to that, Mr. Siefert served as Senior Vice President of Corporate Finance and Treasurer at Ryman Hospitality Properties (NYSE: RHP), a publicly

traded REIT with a market capitalization exceeding $6.0 billion, where he led more than $8.0 billion in capital markets transactions spanning syndicated bank facilities, public debt and equity offerings, mergers and acquisitions, and

balance sheet restructuring. He began his career as a Senior Consultant at Booz Allen & Hamilton and as a Merger and Acquisition Analyst at the U.S. Department of Justice — Antitrust Division.

“Todd is a seasoned finance executive with deep real estate and public REIT experience,” added Mr. Mendelsohn, “We believe his

leadership and perspective will strengthen our executive team and support NHI’s continued growth.”

About National Health Investors, Inc.

National Health Investors, Inc. (NYSE: NHI), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust

(“REIT”). The Company owns, leases, operates and finances the development of high-quality real estate properties, focusing on senior housing communities and medical facilities. The Company operates through two reportable segments: Real

Estate Investments and SHOP. The Company’s investments in real estate properties include independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses,

skilled nursing facilities and hospitals. For more information, visit www.nhireit.com.

Forward-Looking Statement

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s expected future financial positions, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and

plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities,

expected lease income, continued qualification as a REIT, plans and objectives of management for future operations, continued performance improvements, ability to service and refinance debt obligations, ability to finance growth opportunities, and

similar statements including, without limitation, those containing words such as “may”, “will”, “should”, “believes”, “anticipates”, “expects”, “intends”,

“estimates”, “plans”, “projects”, “target”, “likely” and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and

uncertainties that may cause the actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, those risks and

uncertainties which are described under the heading “Risk Factors” in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Many of these factors are

beyond the control of the Company and its management. The Company assumes no obligation to update any forward-looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged

to carefully review and consider the various disclosures made by the Company in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information in the above referenced Annual Report on Form 10-K. Copies of these filings are available at no cost on the SEC’s web site at https://www.sec.gov or on the Company’s website at www.nhireit.com.

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