[8-K] NATIONAL HEALTHCARE CORP Reports Material Event

Rhea-AI Filing Summary

National Healthcare Corporation (NHC) disclosed that R. Michael Ussery, its President and Chief Operating Officer, informed the company on September 23, 2025 that he will retire effective December 31, 2025. Mr. Ussery has been with NHC since 1980 and has held roles including Senior Vice President-Operations, Senior Vice President-Central Region, Regional Vice President and multiple facility Administrator positions; he was named Administrator of the Year in 1989. He became Chief Operating Officer on January 1, 2009 and was appointed President on January 1, 2017, and will continue serving in both roles through his retirement. The company furnished a press release dated September 26, 2025 as Exhibit 99.1.

Positive

• Long tenure and institutional knowledge: Mr. Ussery has been with the company since 1980 and held multiple senior operational roles.
• Clear, non-discordant departure: The filing states the retirement did not involve any disagreement with the company.
• Continued service through year-end: Mr. Ussery will continue to serve as President and COO through December 31, 2025.

Negative

• Departure of current President and COO: The company will lose its sitting President and Chief Operating Officer effective December 31, 2025.
• No succession details provided: The filing does not disclose a named successor, transition plan, or potential operational impacts.

Insights

Corporate Governance Expert

TL;DR: Long-tenured executive plans retirement; disclosure is routine and factual with no reported disagreement.

The filing reports a planned retirement of the companys President and COO effective December 31, 2025. The document is explicit that the decision did not involve any disagreement with the company. The filing provides the executives tenure and prior roles, showing deep institutional experience dating to 1980 and appointments to COO in 2009 and President in 2017. The company furnished a contemporaneous press release as Exhibit 99.1. The disclosure is procedural and lacks details on succession, replacement, or transition planning within this filing.

Senior Healthcare Industry Analyst

TL;DR: Experienced operations leader retiring; filing supplies background but no operational or financial implications.

The report documents that R. Michael Ussery will retire at year-end after a multi-decade career at NHC. It lists his historical roles and honors, indicating long-standing operational leadership. The filing does not include information on a successor, interim management, or potential impacts on operations or financials, and it confines itself to the retirement announcement and a press release exhibit.

false 0001047335 0001047335 2025-09-23 2025-09-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ————————————

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025 (September 23, 2025)

 ————————————

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

 ————————————

Delaware	001-13489	52-2057472
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Vine Street
Murfreesboro, Tennessee		37130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 890-2020

Not Applicable

(Former name or former address, 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 (17CFR 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, $0.1 par value	NHC	NYSE American

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2025, R. Michael Ussery, the Company’s President and Chief Operating Officer, notified the Company that he intends to retire from the Company effective December 31, 2025.  The decision of Mr. Ussery to retire did not involve any disagreement with the Company. 

Mr. Ussery has been with the Company since 1980. During his tenure, he has served as Senior Vice President-Operations, Senior Vice President-Central Region, and as Regional Vice President. Mr. Ussery has also served as the Administrator in multiple of the Company’s facilities and was the Administrator of the Year in 1989. On January 1, 2009, Mr. Ussery was appointed as the Chief Operating Officer. He was appointed President on January 1, 2017, and has served as both President and Chief Operating Officer since that time and will continue to serve in those roles through his retirement.

Item 7.01 Regulation FD Disclosure

On September 26, 2025, NHC issued a press release announcing the officer retirement described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-k.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	Number	Exhibit
	99.1	Press Release Dated September 26, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Date:         September 26, 2025

	NATIONAL HEALTHCARE CORPORATION
	By:	/s/ Stephen F. Flatt
	Name: Stephen F. Flatt Title: Chief Executive Officer

FAQ

What did NHC (NHC) report in this 8-K?

The company reported that R. Michael Ussery, President and Chief Operating Officer, notified NHC on September 23, 2025 of his intent to retire effective December 31, 2025.

Does the filing say there was any disagreement between Mr. Ussery and NHC?

The filing explicitly states the decision to retire did not involve any disagreement with the company.

What roles has R. Michael Ussery held at NHC?

The filing lists roles including Senior Vice President-Operations, Senior Vice President-Central Region, Regional Vice President, and Administrator of multiple facilities; he was Administrator of the Year in 1989.

When was Mr. Ussery appointed COO and President?

He was appointed Chief Operating Officer on January 1, 2009 and President on January 1, 2017.

Did NHC provide a press release about the retirement?

Yes, the company furnished a press release dated September 26, 2025 as Exhibit 99.1 to the Current Report.