National Health Investors (NHI) Proxy filing summary

Executive summary

• Net income per diluted share declined 3.5% in 2025, but Normalized FFO per share and Funds Available for Distribution grew by 10.6% and 13.7%, respectively, exceeding guidance midpoints by 6% and 5%.

• Total Shareholder Return increased 15.7% in 2025, with 3- and 5-year TSRs up 72.9% and 47.7%.

• Senior Housing Operating Portfolio NOI rose 57% year-over-year, with $392 million in investments, the most active year since 2016.

• Leverage improved, with net debt to adjusted EBITDA decreasing from 4.1x to 3.8x.

• Board expanded from four to nine directors since 2020, with female representation rising to 44.4% and average tenure dropping to seven years.

Voting matters and shareholder proposals

• Stockholders will vote to elect seven directors for one-year terms, approve executive compensation on an advisory basis, and ratify BDO USA, P.C. as the independent auditor for 2026.

• Board recommends voting for all director nominees, for the say-on-pay proposal, and for auditor ratification.

Board of directors and corporate governance

• Six of seven director nominees are independent; Board committees are fully independent.

• Board declassified in 2025; all directors now serve one-year terms.

• Board refreshment ongoing, with five new directors in five years and 43% female nominees.

• Annual Board self-assessment and majority voting standard for director elections.

• No poison pill; stockholders can call special meetings and amend bylaws.