NATIONAL HEALTH INVESTORS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [ x ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

Letter from our President and CEO

Dear Fellow Stockholders –

On behalf of our Board of Directors and everyone at NHI, I want to thank you for your continued investment and confidence in the Company as we have transitioned NHI through our portfolio optimization and are now in position to reignite growth through organic and external growth initiatives.

The strategic decisions made in 2020 - 2022 to optimize our portfolio continued to resonate in 2023 through improved performance throughout the Company. Specifically, NHI increased the EBITDARM coverage ratios across all asset classes; granted fewer tenant rent concessions; accelerated and received deferral repayments throughout the year; and improved occupancy and operating margins in the Senior Housing Operating Portfolio (“SHOP”).

NHI’s financial position continues to be a pillar of strength and positions NHI well to deploy capital for accretive transactions in 2024 and beyond. NHI invested approximately $74 million in 2023 at a weighted average yield of 8.3% without the need to raise equity capital and while maintaining leverage at a prudent 4.5 times net debt-to-adjusted EBITDA. At these leverage levels, NHI is one of the lowest levered healthcare REITs and ranks in the top quartile for low leverage among all REIT asset classes nationally. We believe that this creates a significant strategic advantage as the supply of capital is shrinking just as demand is increasing.

The Board has recently approved several new initiatives for reviewing and improving our Environmental, Social and Governance (“ESG”) policies. We recently formed a new ESG Committee that includes direct Board involvement together with Management which will report to the Nominating & Corporate Governance Committee. We have engaged external consultants to lay the foundation for Climate and Environmental sustainability reporting. We are reviewing all our governance policies with the assistance of outside advisors. With the appointment of Tracy Colden as Chairman of Nominating & Corporate Governance Committee, we are confident we will be improving our overall ESG performance and reporting over the coming year.

We accomplished a great deal in 2023 and concluded the year on a strong note with both third and fourth quarter results exceeding our own internal expectations as well as analyst consensus estimates. We attribute this outperformance to the factors just described and believe this momentum has carried into 2024 and positions NHI to return to growth.

There are multiple factors driving our optimism in the near- and long-term prospects for NHI. Our multipronged organic growth opportunity in both the leased portfolio and SHOP is as strong as ever; the investment and lending environments are very favorable for well-capitalized, low levered capital providers like NHI; and the industry supply-demand balance is beginning to lean in our favor due to a lack of new construction. To conclude, NHI is poised to capitalize on several opportunities in what we expect to be several years of exceptional growth.

We are pleased to present the 2024 NHI Proxy and invite you to join our Annual Stockholder Meeting either virtually or in person on May 22, 2024. We appreciate your support and investment in NHI and we look forward to updating you regularly on our progress.

Best,

Eric Mendelsohn

President and Chief Executive Officer

222 Robert Rose Drive

Murfreesboro, TN 37129

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of National Health Investors, Inc. (“NHI” or the “Company”). The annual meeting will be held both virtually at www.virtualshareholdermeeting.com/NHI2024 and in person at The View at Fountains, 1500 Medical Center Parkway, Suite 1D, Murfreesboro, Tennessee 37129 on Wednesday, May 22, 2024, at 1:00 pm CDT, for the following purposes:

(1) To re-elect three directors, D. Eric Mendelsohn, Charlotte A. Swafford and Robert T. Webb, each of whom are current directors of the Company;

(2) To approve, on an advisory basis, the compensation paid to our named executive officers;

(3) To ratify the Audit Committee’s selection of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

(4) To transact such other business as may properly come before the meeting or any continuance or postponement of it.

Stockholders of record as of the close of business on March 28, 2024 are entitled to vote at the annual meeting and any postponement or continuance thereof. Please see page 40 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the meeting in order to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the annual meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to you joining us on May 22, 2024. As always, we encourage you to vote your shares prior to the annual meeting.

By order of the Board of Directors,

/s/ Susan Sidwell

Corporate Secretary

Murfreesboro, Tennessee

April 4, 2024

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