National Health Investors, Inc. Form 8-K Filing

National Health Investors, Inc. has entered into new Change in Control Severance Agreements (CIC Severance Agreements) with five named executive officers: D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid, and David L. Travis. These agreements, effective December 15, 2025, replace previous versions from February 26, 2024. The new agreements stipulate that if an executive's employment is terminated by the Company without "Cause" or by the executive for "Good Reason" within two years following a "Change in Control" (or without Cause within 30 days prior to a Change in Control), the executive is entitled to specific severance benefits. These benefits include a lump sum cash payment calculated as a multiple of the executive's average annual base salary and bonus (multiples range from 1.5x to 3.0x depending on the executive), a pro-rated bonus payment, 18 months of continued COBRA coverage, and accelerated vesting of all time-based equity awards. The agreements also include non-competition and non-solicitation restrictions for a period after termination if severance benefits are paid, along with confidentiality clauses. Provisions are included to reduce payments if they would trigger excise taxes under Section 4999 of the Code, ensuring the executive receives the greater net after-tax amount. The agreements are contingent upon the executive signing a general release of claims.