Business Context and Reporting Period
Company: National Health Investors, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 1, 2026
Principal Executive Offices: Murfreesboro, TN
This filing reports the execution of a Change in Control Severance Agreement with an executive officer. It does not contain periodic financial results.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not include financial statements or operational metrics.
Material Changes
Executive Compensation Arrangement: On July 1, 2026, the Company entered into a Change in Control Severance Agreement with Todd Siefert. This agreement establishes specific severance benefits triggered by a "Change in Control" or termination without "Cause"/for "Good Reason" within defined timeframes.
Guidance, Outlook, and Management Commentary
Severance Terms: The agreement provides the following benefits if triggered:
- Cash Payment: 2.0 times the average of the Executive's annual base salary and bonus for the most recent two consecutive calendar years.
- Bonus Payment: A lump sum equal to the greater of the target annual bonus or the pro-rated earned bonus.
- Health Benefits: Continued COBRA coverage for 18 months for the Executive and dependents.
- Equity: Accelerated vesting of all time-based equity awards.
Restrictions: The agreement includes non-competition, non-solicitation, and confidentiality restrictions during employment and for 12 months post-termination if severance is paid.
Tax Provisions: Payments are subject to a "golden parachute" reduction if necessary to avoid Section 4999 excise tax, provided the reduction results in greater net after-tax proceeds for the Executive.
Outlook: The filing contains no forward-looking guidance regarding business operations or financial performance.
Investor Verification Checklist
- Verify the full text of the Change in Control Severance Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm Todd Siefert's current title and role within the organization.
- Review the Company's existing equity incentive plans to understand the scope of awards subject to accelerated vesting.
- Assess the potential financial impact of these severance obligations on future cash flows in the event of a corporate transaction.