NATIONAL HEALTH INVESTORS INC

2025 Compensation Program

The three primary components of our NEO compensation are: base salary, annual incentive awards, and long-term equity awards. For 2025, the Compensation Committee provided market-based increases to the magnitude of pay opportunities for our NEOs to provide more competitive pay levels (which for Messrs. Mendelsohn and Pascoe were meaningfully below the 25 th percentile). In addition, the Compensation Committee also approved changes to the annual incentive plan to strengthen the alignment of executive compensation with Company performance and investor returns. The following is a discussion of the primary elements of the 2025 compensation for each of our NEOs.

Base Salary

Base salaries are reviewed by the Compensation Committee on an annual basis. The Compensation Committee seeks to establish base salaries at levels that reflect the responsibilities and duties of our executives and are competitive relative to the market. In determining an individual executive’s actual base salary, the Compensation Committee considers other factors, which may include the executive’s past performance, relative importance, future potential, contributions to our past success, and compensation paid for similar positions within our Peer Group (including other comparable companies, as applicable). In 2025, as a result of the Peer Group analysis, conducted by Ferguson Partners, the Compensation Committee concluded that the salaries for Messrs. Mendelsohn, Spaid, and Pascoe were substantially less than the salaries of persons in similar positions within its Peer Group, including meaningfully below the 25th percentile for the CEO and CIO. Accordingly, market-based increase were provided for the NEOs to bring their salaries to a more competitive level. The following table summarizes base salary approved by the Compensation Committee for 2025:

Annual Incentive Awards

Annual incentive awards are designed to focus management attention on key operational goals for the current fiscal year and are paid in cash. The 2025 Incentive Plan for each of the NEOs was revised to enhance the transparency of the plan and be more consistent with typical market design including to: (i) reduce the number of metrics to three key measures that the Compensation Committee considers to be the most important measures of our short-term success, but contribute to increasing our long-term value, (ii) use defined hurdles with corresponding payouts for each metric, including an overall cap equal to 150% of each NEO’s target, and (iii) adjust the target amounts for select NEOs to be more competitive, including that of our CEO whose compensation was below the 25th percentile of the Peer Group. In order to align executive compensation with Company performance and investor returns, the 2025 Incentive Plan for each of the NEOs provided incentive compensation based on the following categories:

•Normalized FAD per share (60% weighting). Normalized FAD per share is important measure of the Company’s overall operating performance. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.

(1)For performance above $4.86 per share, per each $0.01 change, payout increases by $66,000 for Mr. Mendelsohn, $30,000 for Messrs. Pascoe and Spaid, $22,500 for Ms. Gaines and $16,500 for Mr. Travis.

Actual 2025 Normalized FAD Results: $4.93 per diluted common share

•Normalized FAD payout ratio (20% weighting). Normalized FAD payout ratio is an important measure of the Company’s ability to fund payment of dividends and distributions to our stockholders. For purposes of this calculation, the Compensation Committee approved the payout ratio as dividends of $3.60 for the year, which represents the annualized quarterly dividend rate in place as of January 1, 2025 divided by Normalized FAD as reported. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.

(1)For performance below 80%, per each 1.0% change, payout increases by $22,000 for Mr. Mendelsohn, $10,000 for Messrs. Pascoe and Spaid, $7,500 for Ms. Gaines and $5,000 for Mr. Travis.

Actual 2025 Normalized FAD Payout Ratio Results: 73.6%

•Leverage Ratio (20% weighting). Leverage measures the quality of our balance sheet and is critical to ensure that we can access the capital markets at favorable rates and fund accretive investments consistent with our business plan. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.

(1)For performance below 4.5x, per each 0.1x change, payout increases by $22,000 for Mr. Mendelsohn, $10,000 for Messrs. Pascoe and Spaid, $7,500 for Ms. Gaines and $5,000 for Mr. Travis.

Actual 2025 Leverage Ratio Results: 3.8x

The individual 2025 Incentive Plans contained target and maximum payout amounts as noted in the table below:

In February 2026, the Compensation Committee reviewed performance compared to the three performance goals and approved the 2025 Incentive Plan as follows:

Long-Term Equity Awards

Long-term equity awards are granted to align the executives’ financial interests with those of our stockholders. We believe that long-term compensation should motivate and reward the creation and preservation of long-term stockholder value through both price increases and dividends. Long-term equity awards typically vest over two to five years and are subject to forfeiture if the executive leaves the Company prior to vesting. Long-term equity awards are made under our Amended and Restated 2019 Stock Incentive Plan, as amended (the “2019 Plan”).

Stock Option Awards

The Company has historically relied solely on stock options for equity awards to all employees, including the NEOs. Such grants provide our executive officers the opportunity to purchase shares of NHI common stock at some future date at the fair market value of the stock on the date of the stock option grant. Stock option grants are designed to provide long-term (up to ten years) incentives linked directly to the price of our common stock and only add value to the recipient only when stockholders benefit from stock price appreciation. Stock option awards vest one-third on the date of grant and one-third on each of the first and second annual anniversaries of the date of grant. As discussed further under “2026 Compensation Program,” beginning in 2026, the Compensation Committee determined to no longer include stock options as part of executive officer compensation.

Restricted Stock Awards

Beginning in 2023, the Company began making grants of restricted stock to the NEOs. The restricted stock vests over five years, with 20% vesting on each of the first five annual anniversaries of the date of grant. Restricted stock grants encourage recipients to maintain equity ownership in the Company, which helps align their interest with those of our stockholders. The restricted stock grants also encourage recipients to remain with the Company until the restriction periods lapse. Awards of restricted stock are also subject to a one-year post vesting holding period.

2026 Compensation Program

In recommending the compensation program for 2026, Ferguson Partners prepared an executive compensation analysis that reviewed market data including: (i) base salary; (ii) annual cash bonus; (iii) long‐term incentives; (iv) total annual compensation; and (v) mix between compensation elements. As part of the continued efforts to enhance the competitiveness of our compensation program and further align total target compensation with market levels, the Compensation Committee in collaboration with Ferguson Partners evaluated the overall compensation program and the competitiveness of each component and the program as a whole.

Following this comprehensive review, our CEO’s total target compensation was determined to be below the 25th percentile of the peer group. Accordingly, the Compensation Committee increased his compensation opportunity to better position his total target compensation closer to the market median, with the majority of the increase delivered through long-term incentive awards, including performance-vesting equity awards for 2026.

The Compensation Committee also approved adjustments for the other NEOs to ensure their total compensation opportunities remained competitive and aligned with the market.

2026 Base Salary

The Compensation Committee reviewed base salaries for 2026 and considered, among other things, the market analysis performed by Ferguson Partners. In approving these salaries, the Compensation Committee considered each NEO’s contributions to the Company’s strategic plan, the relative pay of each NEO compared to similar roles at competitors and peer companies, and the competition for top talent in the Company’s industry. The following table summarizes base salary approved by the Compensation Committee for 2026:

(1)As of February 2026, the Board determined that Ms. Gaines no longer meets the definition of an executive officer. As a result, the Compensation Committee did not make any determinations as to Ms. Gaines’s 2026 compensation.

Annual Incentive Awards

The Compensation Committee reviewed annual incentive awards for 2026 and considered, among other things, a market analysis performed by Ferguson Partners. The 2026 Incentive Plan will continue to be based on the three key financial performance metrics used in 2025, using defined hurdles with corresponding payouts for each metric. For 2026, the Compensation Committee increased the overall cap on the payout amount under the 2026 Incentive Plan to 175% of each NEO’s target. The Compensation Committee has the discretion to adjust the total payout amount by up to 30% subject to the cap.

The following reflects target and maximum payout amounts under the 2026 Incentive Plan:

2026 Long-Term Incentive

As part of the Company’s ongoing efforts to adopt a more market-aligned compensation program, the Compensation Committee worked with Ferguson Partners to enhance the structure of the Company’s long-term equity awards to further strengthen pay-for-performance alignment. In consideration of Ferguson Partners’ advice and market practice, the Compensation Committee determined to no longer grant stock option awards in favor of equity awards intended to better align executive incentives with long-term stockholder value creation, including dividend income.

To support this approach, the Compensation Committee also established a new 2026 Long-Term Incentive Plan (“2026 LTIP”). Under this framework, each NEO will be granted an annual long‑term incentive award based on a predetermined target value. This target value will be allocated equally between time‑based restricted stock and performance‑based restricted stock units (“PSUs”), as further described below:

The approved performance targets and award levels are as follows:

In the event the result achieved is between target levels in the chart, the award is adjusted accordingly through straight-line interpolation. If the Company achieves a relative TSR of at least 55% for the performance period but its absolute TSR is negative for the performance period, the payout of the award will be reduced by 25% (but in no event will it be reduced below target). Any earned PSUs are subject to a one-year holding period after the end of the performance period.

In February 2026, the Compensation Committee, in consultation with Ferguson Partners and Mr. Mendelsohn, with respect to the executives that report to him, approved restricted stock awards and PSUs with the target values set forth below, with the number of units determined by dividing the target value by the closing share price on the date of grant, March 3 2026:

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