nhi-20230221

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 21, 2023

National Health Investors Inc

(Exact name of Registrant as specified in its charter)

Maryland

001-10822

62-1470956

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

222 Robert Rose Drive

Murfreesboro, TN 37129

(Address of principal executive offices)

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NHI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 21, 2023, National Health Investors, Inc. issued a press release announcing its earnings for the quarter ended December 31, 2022. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On February 17, 2023, the Company’s Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which the Company may purchase up to $160.0 million in shares of the Company’s issued and outstanding common stock, par value $0.01 per share. The Revised Repurchase Plan is effective for a period of one year and may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.

The Revised Repurchase Plan replaces the plan approved by the Board in April 2022 for up to $240 million, which the Board of Directors terminated on February 17, 2023. Under that plan, NHI repurchased through open market transactions approximately 2.5 million shares of its common stock for an average price of $61.56 per share during 2022 with no repurchases during the fourth quarter.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties and reflect the Company’s judgment as of the date of this Report. These forward-looking statements include, without limitation, statements regarding the Company’s plans with respect to stock repurchases, including the timing and manner of any purchases under the Revised Repurchase Plan. Actual events or results may differ from the Company’s expectations. For example, the Revised Repurchase Plan may be suspended or discontinued at any time. The failure to meet expectations with respect to any of the foregoing matters may reduce the Company's stock price. Additional information concerning these and other risk factors affecting the Company can be found in the Company’s public periodic filings with the Securities and Exchange Commission available at www.sec.gov. The Company disclaims any intent or obligation to update these forward-looking statements beyond the date of this Report.

Item 9.01. Financial Statements and Exhibits.


Number						Exhibit
99.1						Fourth Quarter Earnings Press Release, dated February 21 , 202 3
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Health Investors, Inc.

By: /s/ John L. Spaid

Title: Chief Financial Officer

Date: February 21, 2023