National Healthcare Corp (NHC) executive exercises options, holds 10,608 NHC shares

Rhea-AI Filing Summary

National Healthcare Corp reported insider equity activity by its Senior Vice President of Patient Services. On 11/25/2025, the executive exercised options to purchase 4,000 shares of common stock at $94.10 per share (code M), increasing directly held stock. To cover the exercise price and tax withholding, the company withheld 3,140 shares at a value of $137.95 per share (code F). After these transactions, the executive directly owned 10,608.5455 shares of National Healthcare common stock.

The filing also shows outstanding stock options, including rights to acquire 3,734 shares at $53.94 per share exercisable until 03/08/2028, 8,000 derivative securities remaining from a grant at $94.10 per share expiring on 03/05/2029, and options for 13,500 shares at $90.62 per share exercisable starting 02/24/2026 and expiring on 02/24/2030. The options exercised and held were granted under the company’s 2020 Omnibus Equity Incentive Plan and are stated as exempt from Section 16(b) short-swing profit rules under Rule 16b-3(d).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dodson Vicki L

(Last) (First) (Middle)

100 VINE STREET

(Street)

MURFREESBORO TN 37130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr.VP Patient Srvcs

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Shares of Common Stock held in my name	11/25/2025		M		4,000(1)	A	$94.1	13,748.5455	D
Shares of Common Stock held in my name	11/25/2025		F		3,140(2)	D	$137.95	10,608.5455(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$53.94							03/08/2024	03/08/2028	Common Stock	3,734		3,734	D
Option to Purchase Common Stock	$94.1	11/25/2025		M			4,000(1)	03/05/2025	03/05/2029	Common Stock	12,000	$0	8,000	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	13,500		13,500	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 5, 2024. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. Shares were withheld by the Company to pay the exercise price and withholding tax obligations.

3. Total amount of shares beneficially owned following transactions reported on this form.

	/s/ Vicki L Dodson	11/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NHC report in this Form 4 filing?

The filing reports that a Senior Vice President of Patient Services at National Healthcare Corp (NHC) exercised stock options for 4,000 shares of common stock on 11/25/2025 and had shares withheld to cover the exercise price and tax obligations.

How many NHC shares did the reporting person own after the transactions?

Following the reported transactions, the executive directly owned 10,608.5455 shares of National Healthcare Corp common stock.

What were the key terms of the NHC stock option exercise on 11/25/2025?

The executive exercised options to purchase 4,000 shares of NHC common stock at an exercise price of $94.10 per share, reported with transaction code M in Table II and Table I.

Why were some NHC shares withheld in this Form 4 transaction?

The filing states that 3,140 shares were withheld by the company to pay the exercise price and withholding tax obligations related to the option exercise.

What remaining NHC stock options does the reporting person hold?

The Form 4 shows remaining options including: 3,734 shares at $53.94 per share exercisable until 03/08/2028, 8,000 derivative securities from a grant at $94.10 per share expiring 03/05/2029, and 13,500 shares at $90.62 per share exercisable from 02/24/2026 to 02/24/2030.

Under what plan were the NHC stock options granted, and how are they treated under Section 16(b)?

The stock options were granted under the 2020 Omnibus Equity Incentive Plan on March 5, 2024. The grant and exercise of these options are described as exempt from Section 16(b) pursuant to Rule 16b-3(d).