On November 9, 2026, National Health Investors, Inc. (NHI) entered into Indemnification Agreements with each of its directors and certain officers, including all executive officers. The agreements obligate the company to indemnify these individuals to the maximum extent permitted by Maryland law. This coverage applies to expenses and liabilities incurred in connection with any proceeding by reason of their status as a director, officer, or employee.
The agreements stipulate that the company must indemnify the individuals unless it is established that their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or resulted from active and deliberate dishonesty. Additionally, the company is not required to indemnify individuals who received an improper personal benefit or, in the case of a criminal proceeding, had reasonable cause to believe their conduct was unlawful.
The filing notes that the company has no obligation to indemnify for proceedings brought by or in the right of the company if the individual is adjudged liable to the company. Furthermore, the company will not indemnify for proceedings brought against the company by the individual, except in specific cases regarding the enforcement of indemnification rights under Maryland law or the company’s bylaws. The agreements are filed as Exhibit 10.1 to the current report.
