National Health Investors Inc美股招股说明书(2026-03-16版)

National Health Investors, Inc. Common Stock We entered into an equity distribution agreement with each of BMO Capital Markets Corp., BofA Securities, Inc., Cantor Fitzgerald& Co., HuntingtonSecurities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., PNFP Capital Markets, Inc., Regions Securities LLC, Stifel, Nicolaus&Company, Incorporated and Wells Fargo Securities, LLC and certain affiliates thereof, as Sales Agent, Forward Purchasers and/or Forward Sellers, ineach case as defined below, relating to the shares of our common stock, par value $0.01 per share, that may be offered by this prospectus supplementand the accompanying prospectus. We refer to these entities, when acting as our sales agents or as principals, as the “Sales Agents.” We refer to theseentities, when acting as agents for the Forward Purchasers, as the “Forward Sellers.” In accordance with the terms of the equity distribution agreement,shares of our common stock having an aggregate gross sales price of up to $500million may be offered and sold from time to time through the SalesAgents and the Forward Sellers or directly by us to the Sales Agents as principals. The equity distribution agreement contemplates that we may also enter into one or more forward sale agreements from time to time in the future withcertain of the Forward Sellers or their respective affiliates. We refer to these entities, when acting in such capacity, as the “Forward Purchasers.” Inconnection with any forward sale agreement, we expect that such Forward Purchaser or its affiliate will attempt to borrow and sell, through its affiliatedForward Seller, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We will not receive anyproceeds from any sales of our shares of common stock by a Forward Seller in connection with a forward sale agreement. We generally have the right to elect physical, cash or net share settlement under any forward sale agreement. We expect to fully physically settle eachforward sale agreement with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward saleagreement. We may also elect to either cash settle or net share settle our obligations under any forward sale agreement if we determine that is in our bestinterest to do so. If we elect to cash settle any forward sale agreement, then we may not receive any proceeds, and we may owe cash to the relevantForward Purchaser. If we elect to net share settle any forward sale agreement, then we will not receive any proceeds, and we may owe shares of ourcommon stock to the relevant Forward Purchaser. See “Plan of Distribution—Sales through the Forward Sellers.” Each Sales Agent will receive from us a commission at a mutually agreed rate that will not exceed, but may be lower than, 1.50% of the gross sales priceof all shares of our common stock sold through it from time to time under the equity distribution agreement. Each Forward Seller will receive from us acommission at a mutually agreed rate in the form of a reduction to the initial forward sale price under the related forward sale agreement that will notexceed, but may be lower than, 1.50% of the gross sales price of the borrowed shares sold through such Forward Seller during the applicable forwardhedge selling period for such shares. In connection with sales of shares of our common stock pursuant to the equity distribution agreement, each of theSales Agents and the Forward Sellers may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and their compensation may bedeemed to be underwriting compensation under Securities and Exchange Commission (“SEC”) rules. See “Plan of Distribution” beginning on pageS-15of this prospectus supplement for additional information regarding compensation of the Sales Agents and the Forward Sellers. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NHI.” The last reported sale price of our common stock onthe NYSE on March13, 2026, was $85.17 per share. Sales of the shares of our common stock, if any, made to or through the Sales Agents or through the Forward Sellers under this prospectus supplementand the accompanying prospectus may be made in negotiated transactions, including transactions that are deemed to be “at the market” offerings asdefined in Rule 415 under the Securities Act, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including salesmade directly on the NYSE, or sales made to or through a market maker and sales made through other securities exchanges or electroniccommunications networks. Under the terms of the equity distribution agreement, we also may sell shares of our common stock to each of the Sales Agents, as principal for its ownaccount, at a price per share to be agreed upon at the time of sale. If we sell shares of our commo