🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), a formal document sent to shareholders before a company's annual meeting. Its main job is to ask shareholders to vote on key issues. This filing is for National Health Investors, Inc. (NHI), and its 2026 Annual Meeting of Stockholders is scheduled for May 27, 2026.

👉 In short: This document tells shareholders who is running for the Board, explains how executives are paid, asks them to approve the accounting firm, and summarizes the company's year.

🏢 What The Company Does

NHI is a Real Estate Investment Trust (REIT). Think of it as a company that owns, leases, and finances properties specifically for senior care.

👉 In simple terms: NHI owns the buildings for senior living. Their portfolio includes independent living, assisted living, memory care communities, skilled nursing facilities, and specialty hospitals. They make money primarily through rents from operators who run these facilities.

💰 Financial Highlights (2025 Performance)

Despite a small dip in net income per share due to one-time gains in the prior year, NHI's core operational business got much stronger.

• Normalized FFO per Share: $4.91, up 10.6% from 2024. (FFO, or Funds From Operations, is a key profit measure for REITs).
• Normalized Funds Available for Distribution (FAD): $232.1 million, up 13.7% from 2024.
• Total Shareholder Return (TSR): 15.7% for the year, and 72.9% over the last 3 years.
• Senior Housing Operating (SHOP) Growth: Net Operating Income (NOI) from this segment jumped ~57%, with 7.6% growth from properties they've owned for at least a year.
• New Investments: $392.4 million invested in 2025, the most active year since 2016, at an average yield of ~8.08%.

👉 Why it matters: Investors look at FFO and FAD, not just net income, because they better reflect a REIT's cash-generating ability. These double-digit growth rates show the underlying business is expanding rapidly.

🚀 Key Strategic Moves

NHI is capitalizing on a major industry trend: demand for senior housing is outpacing new supply.

• Acquisition Push: They significantly beat their own investment guidance and have already closed a $105.5 million SHOP deal in 2026—the largest in their history.
• Balance Sheet Strength: Improved leverage (Net Debt to Adjusted EBITDA dropped from 4.1x to 3.8x) and maintained investment-grade credit ratings. This "fortress balance sheet" lets them finance deals quickly.
• Board Refreshment: Major governance overhaul since 2020. Board size grew, female representation increased from 0% to 44.4%, and average director tenure was cut from 21 years to 7 years.
• Declassification: Shareholders approved making the entire Board stand for election every year, enhancing accountability.

⚖️ Governance & Board Changes

The company is emphasizing modern governance practices, often in response to shareholder feedback.

• New Director Nominees: Seven directors are up for election, including newcomer Lilly H. Donohue, a senior housing executive.
• Board Composition: If elected, 6 out of 7 directors will be independent. The Board is led by an independent Chair, Robert A. McCabe, Jr.
• Key Policies: Updated charters, codes of ethics, and insider trading policies. They have strict stock ownership rules for directors and executives to align their interests with shareholders.
• ESG Focus: Formed a management ESG Committee and published sustainability goals, including tracking greenhouse gas emissions.

🔮 What's Next & The Broader Signal

• Meeting Date: Vote at the Annual Meeting on May 27, 2026.
• Shareholder Votes: The key items are electing directors, approving executive compensation (an advisory vote), and ratifying the auditor (BDO USA, P.C.).
• Strategic Direction: Management is very bullish on the senior housing market due to demographic demand. Their active pipeline and strong balance sheet signal they plan to keep acquiring properties.
• Focus on Execution: The message is: "Our operational performance is accelerating, and we have the financial firepower to keep growing in a favorable market."

🧠 The Analogy

Think of NHI as the landlord for a rapidly growing neighborhood of senior homes. They don't manage the care (that's the operator's job), but they own the valuable real estate. The neighborhood is getting more popular than new homes can be built, so NHI's existing properties are more valuable, and they're using their excellent credit to buy up more land and buildings quickly.

🧩 Final Takeaway

NHI is telling shareholders: "Our core business is booming, we've modernized our board and governance, and we're aggressively using our strong financial position to buy more properties in a supply-constrained market, setting us up for continued growth." The proxy is a request for approval on the team and plan driving this strategy forward.