Every material Form 8-K National Health Investors has filed with the SEC since August 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
National Health Investors entered a Change in Control Severance Agreement with executive Christian Maingot, effective August 27, 2026. The agreement sets severance terms that apply if his employment ends without cause or for good reason within two years after a change in control, or without cause within 30 days before one.
Agreement with Christian Maingot dated and effective August 27, 2026, filed as Exhibit 10.1
Severance includes a lump sum of 2.0 times the average of base salary and bonus over the most recent two calendar years
Also includes a lump sum equal to the greater of target bonus or earned bonus, pro-rated, plus 18 months of COBRA coverage and accelerated time-based equity vesting
Includes 12-month post-employment non-compete and non-solicitation restrictions if severance is paid
National Health Investors reported second quarter 2026 results, with diluted earnings per share of $1.15 versus $0.79 a year earlier, helped by $22.0 million of property disposition gains. Normalized FFO per diluted share fell 2.5% to $1.19 for the quarter, though the company also raised its quarterly dividend to $0.94 from $0.92 and issued 2026 full-year NAREIT FFO guidance of $4.74 to $4.79 per diluted share.
Diluted EPS of $1.15 for Q2 2026 vs. $0.79 in Q2 2025; six-month diluted EPS of $1.97 vs. $1.53
Normalized FFO per diluted share of $1.19 for Q2 2026 vs. $1.22 in Q2 2025; six-month figure rose 2.1% to $2.42
Quarterly dividend increased to $0.94 per share from $0.92, payable November 6, 2026
NHC portfolio sale closed July 1, 2026 for $560.0 million in cash consideration
National Health Investors named Christian Maingot as its first Chief Operations Officer, effective July 27, 2026. He most recently served as CEO of Longview Senior Housing, a Blackstone portfolio company, from May 2022 to April 2026, and has more than 20 years of senior housing experience. The filing sets out his initial compensation, which matters to shareholders because it shows the cost of the new executive role.
Board appointed Maingot on July 22, 2026; role effective July 27, 2026
Initial annual base salary of $415,000
Maximum 2026 performance-based cash bonus of $360,937 (prorated), plus a 2026 equity award with a target value of $375,833 (prorated), split equally between time-based restricted stock and performance-based restricted stock units
Previously spent more than a decade at Brookdale Senior Living, most recently as Senior Vice President of Corporate Development and Strategic Initiatives
National Health Investors completed the sale of 35 facilities, including 32 skilled nursing facilities and three independent living facilities, to subsidiaries of National HealthCare Corporation (NHC) for a total purchase price of $560 million, effective July 1, 2026. The Master Lease was terminated for all facilities except four Florida skilled nursing facilities, which were assigned to an NHC subsidiary. NHC is a shareholder of the company, and a special committee of independent directors unanimously approved the transaction, but the filing does not state the effect on future rental income or earnings.
Transaction closed July 1, 2026 at a total purchase price of $560 million for the property
Sold 35 facilities: 32 skilled nursing facilities and three independent living facilities
Master Lease terminated for all facilities except four Florida skilled nursing facilities, assigned to an NHC subsidiary
NHC owned 1,630,642 shares of the company's common stock as of December 31, 2025; a special committee of independent directors unanimously approved the deal
National Health Investors entered into a Change in Control Severance Agreement with CFO Todd Siefert, effective July 1, 2026. The agreement sets severance payments and benefits if he is terminated without Cause or resigns for Good Reason within two years after a change in control.
Agreement dated and effective July 1, 2026, with Todd Siefert, who signed the filing as Chief Financial Officer
Lump sum payment of 2.0 times the average of base salary and bonus over the most recent two calendar years, plus a pro-rated target or earned bonus
18 months of COBRA coverage and accelerated vesting of time-based equity awards; non-compete and non-solicit run 12 months after severance is paid
National Health Investors reported first quarter 2026 results, with diluted earnings per share up 10.8% to $0.82 and NAREIT FFO per diluted share up 7.9% to $1.23. The REIT also lowered its full-year 2026 NAREIT and Normalized FFO per diluted share guidance from $4.94-$4.99 to $4.74-$4.79, and the release says the updated range reflects assumptions including the timing of certain transactions.
Diluted EPS was $0.82 for the quarter ended March 31, 2026, versus $0.74 a year earlier, including $2.6 million of gains on property dispositions.
NAREIT FFO per diluted share was $1.23, versus $1.14 a year earlier; Normalized FAD rose 11.6% to $62.5 million.
2026 NAREIT FFO and Normalized FFO per diluted share guidance was cut to $4.74-$4.79 from $4.94-$4.99.
The pending sale of the NHC leased portfolio for $560.0 million in net cash consideration is expected to close on July 1, 2026.
National Health Investors said CFO John Spaid will retire effective July 1, 2026, and Todd Siefert, who joins as Executive Vice President Corporate Finance on June 1, 2026, will succeed him as Chief Financial Officer. The change puts the REIT's finance leadership in new hands, and the filing reports no financial results or guidance changes.
John L. Spaid notified the board on April 21, 2026, of his retirement as EVP of Finance, CFO and Treasurer, effective July 1, 2026.
Todd Siefert, 52, starts as EVP Corporate Finance on June 1, 2026, and becomes CFO upon Spaid's retirement; he was previously CFO of Hillsboro Residential.
Siefert's pay includes a $500,000 base salary, a maximum bonus potential of $490,000, a $437,500 target equity award, a $100,000 signing bonus and an option on 50,000 shares.
Spaid's transition agreement, subject to a release of claims, accelerates certain restricted stock vesting and provides medical premium payments through December 31, 2026.
National Health Investors agreed to sell 32 skilled nursing facilities and three independent living facilities to its lessee, National HealthCare Corporation, for $560.0 million. The company expects to close on July 1, 2026, subject to customary conditions including the Hart-Scott-Rodino waiting period, and plans to use net proceeds to repay borrowings and fund future investments. The filing says the 35 properties generated about $39.7 million of cash lease revenue in 2025, so shareholders will lose that income stream while gaining proceeds to reduce debt.
Sale of 32 skilled nursing facilities and three independent living facilities to NHC for $560.0 million.
Anticipated closing date of July 1, 2026, subject to customary conditions and HSR waiting period expiration or termination.
The 35 properties generated approximately $39.7 million of cash lease revenue in 2025, including percentage rent.
Expected transaction costs of $6.0 to $8.0 million; pro forma net debt-to-annualized EBITDA of about 2.3x and available liquidity of about $1.4 billion.
National Health Investors reported fourth quarter 2025 results and introduced 2026 annual guidance. Diluted earnings per share fell to $0.80 from $0.95 a year earlier, while normalized FFO per diluted share rose to $1.22 from $1.12, and the company projects 2026 normalized FFO per diluted share of $4.94 to $4.99.
Q4 2025 diluted EPS was $0.80 versus $0.95 in Q4 2024; NAREIT FFO per diluted share was $1.22 versus $1.24.
Full-year 2025 normalized FFO per diluted share was $4.91 versus $4.44 in 2024; diluted EPS was $3.02 versus $3.13.
2026 guidance: normalized FFO per diluted share of $4.94 to $4.99 and normalized FAD of $248.9 million to $251.4 million.
As of December 31, 2025, net debt was $1.2 billion and net debt to adjusted EBITDA was 3.8x.
National Health Investors increased its board size and appointed Lilly H. Donohue as a director effective February 17, 2026, filling the vacant seat. In a related move, CEO D. Eric Mendelsohn resigned and was immediately re-appointed as a director, with his term running to the 2026 annual meeting, which will complete the board's declassification.
Lilly H. Donohue appointed to the board effective February 17, 2026, with an initial term expiring at the 2026 annual meeting; no committee assignments yet
Donohue is President and CEO of Everstory Partners and previously served as CEO of Holiday Retirement and on the board of Sonida Senior Living
D. Eric Mendelsohn, President and CEO, resigned as a director and was immediately re-appointed, aligning his term with the declassified board structure
After the 2026 annual meeting, all board nominees will stand for one-year terms
On December 15, 2025, National Health Investors entered into updated change-in-control severance agreements with five named executive officers, replacing agreements dated February 26, 2024. The agreements set cash severance multiples, COBRA coverage and equity vesting if an executive is terminated without cause or resigns for good reason within two years after a change in control.
Agreements dated December 15, 2025 cover D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid and David L. Travis
Lump sum severance multiples are 3.0 times for Mendelsohn, 2.0 times for Pascoe and Spaid, and 1.5 times for Gaines and Travis
Benefits include 18 months of COBRA coverage and accelerated vesting of time-based equity awards
Two National Health Investors board members, Robert G. Adams and Charlotte A. Swafford, notified the board on November 5, 2025, that they will leave the board in 2026. Both said their decisions were not due to any disagreement with the company on operations, policies or practices.
Robert G. Adams will not stand for reelection; his term ends at the 2026 annual meeting of stockholders.
Charlotte A. Swafford will retire from the board effective May 27, 2026, immediately before the 2026 Annual Meeting.
The filing states neither departure stemmed from a disagreement with the company.
National Health Investors reported third-quarter 2025 results on November 6, 2025, with diluted net income per share attributable to common stockholders of $0.69, up from $0.65 a year earlier, and total revenues of $89.8 million, up from $82.9 million. The company raised its full-year 2025 guidance, with Normalized FFO per diluted share now expected at $4.88 to $4.91, up from $4.78 to $4.82, and said this was the third guidance increase this year.
Q3 2025 diluted EPS was $0.69 versus $0.65 in Q3 2024; nine-month diluted EPS was $2.22 versus $2.17.
Q3 2025 Normalized FFO per diluted share was $1.32 versus $1.03; NAREIT FFO per diluted share was $1.09 versus $1.03.
Q3 results include $12.1 million in write-offs of straight-line rents receivable tied to early lease terminations.
2025 guidance: NAREIT FFO per diluted share raised to $4.62 to $4.65 from $4.46 to $4.50; Normalized FFO per diluted share raised to $4.88 to $4.91 from $4.78 to $4.82.
National Health Investors completed an underwritten public offering of $350 million of 5.350% senior notes due February 1, 2033, on September 26, 2025. The notes add to the company's debt obligations, and the indenture includes limits on additional borrowing and a requirement to maintain a pool of unencumbered assets.
Offering size: $350 million aggregate principal amount of 5.350% Senior Notes due 2033, sold at 98.903% of principal
Interest is payable semi-annually on February 1 and August 1, starting February 1, 2026
Underwriters: J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, under an agreement dated September 22, 2025
Indenture covenants limit additional indebtedness and require maintaining a pool of unencumbered assets
National Health Investors reported second-quarter 2025 results with diluted EPS of $0.79, down from $0.81 a year earlier, while normalized FFO per diluted share rose to $1.22 from $1.18. The company lowered its 2025 NAREIT FFO per diluted share guidance to $4.46-$4.50 from $4.64-$4.70 but raised its normalized FFO and normalized FAD guidance, and it expects an $8.8 million reduction in third-quarter rental income tied to the Discovery lease termination.
Diluted EPS was $0.79 versus $0.81 in the prior-year quarter, including $1.3 million of proxy contest expenses.
Normalized FFO per diluted share was $1.22 versus $1.18; NAREIT FFO per diluted share was $1.19 versus $1.18.
2025 NAREIT FFO per diluted share guidance was lowered to $4.46-$4.50 from $4.64-$4.70; normalized FFO guidance was raised to $4.78-$4.82 from $4.68-$4.73.
Discovery Senior Living lease was terminated effective August 1, 2025, with an expected $8.8 million third-quarter rental income reduction.
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