National Health Investors INC ARS Filing

Ticker: NHI · Form: ARS · Filed: Apr 3, 2026 · CIK: 0000877860

Sentiment: neutral

Filing Stats: 4,547 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2026-04-03 10:49:08

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nhiars20254-1x26 2025 NATIONAL HEALTH INVESTORS ANNUAL REPORT Letter from our President and CEO Dear Fellow Stockholders – On behalf of our Board of Directors and everyone at NHI, thank you for your continued investment and confidence in the Company. 2025 was an exceptional year for NHI as we delivered strong financial performance while meaningfully advancing our long-term growth strategy. In 2025, net income attributable to common stockholders per diluted share declined 3.5% compared to 2024, which included the impact of gains on property sales and derivative-related accounting. Importantly, our underlying operating performance strengthened. Normalized FFO ("NFFO") per share and Funds Available for Distribution ("FAD") increased by 10.6% and 13.7%, respectively, compared to 2.5% and 8.7% in the prior year. This growth is reflected in NHI's Total Shareholder Return ("TSR"), which increased by 15.7% in 2025. Over the three- and five-year periods, TSR increased by 72.9% and 47.7%, respectively. These results reflect the strength of our portfolio, disciplined execution, and the favorable backdrop for senior housing. A central driver of our performance continues to be the expansion of our Senior Housing Operating Portfolio ("SHOP"), which is foundational to our long-term investment thesis. In 2025, SHOP NOI increased by approximately 57%, supported by 7.6% same-store growth and significant contributions from acquisitions and transitions. We expanded the platform from 15 to 26 properties during the year and have carried that momentum into 2026 with our largest SHOP acquisition to date. Our total SHOP investment now stands at approximately $740 million and represents an increasingly meaningful component of our earnings profile. We are confident that SHOP offers the most attractive risk-adjusted returns in our sector, and we are investing accordingly. In 2025, we announced $392 million in total investments, our most active year since 2016, significantly exceeding our initial expectations. We enter 2026 with strong momentum, including an active pipeline of over $488 million and additional opportunities under signed letters of intent. Our financial strength provides a significant competitive advantage. We maintain a fortress balance sheet with leverage below 4.0x net debt to adjusted EBITDA and substantial liquidity, enabling us to act decisively in a capital-constrained environment and execute on our pipeline with speed and confidence. Beyond our financial results, we continue to invest in the people and infrastructure required to scale our platform. Since establishing SHOP, we have significantly expanded our internal capabilities, growing our team by nearly 50% since 2022. Looking ahead, the long-term fundamentals for senior housing have never been more favorable. New supply remains at historically low levels while demand is accelerating as the first wave of baby boomers reaches age 80. This dynamic creates a multi-year opportunity for strong occupancy growth and pricing power across the sector Strong governance remains a core component of our long-term strategy. Since first expanding in 2020, the Board has grown from four directors to nine, with female representation increasing from 0% to 44.4% and average director tenure decreasing from 21 years to seven years. As part of this year's refreshment process, the Board is nominating seven directors for election at the annual meeting. These changes reflect deliberate efforts to broaden our expertise, diversify perspectives, and ensure thoughtful Board refreshment. In 2025 and into 2026, we continued this progress with several important governance enhancements, including: Declassifying the Board following stockholder approval at last year's annual meeting, enhancing accountability and supporting continued refreshment; Updating all Board committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics to reflect current best practices and strengthen oversight; and Appointing Lilly H. Donohue as an independent director, further aligning Board expertise with our strategic direction. From a broader perspective, NHI is exceptionally well positioned for sustained long-term growth. We are operating in a sector with powerful demographic tailwinds, deploying capital into our highest-return opportunities, and maintaining financial flexibility to capitalize on an active investment environment. We appreciate your continued support and investment in NHI and remain committed to delivering durable, long-term value for our stockholders. Best, Eric Mendelsohn President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________

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