[Form 4] NATIONAL HEALTHCARE CORP Insider Trading Activity

Rhea-AI Filing Summary

National Healthcare Corp. (NHC)11/11/2025, the executive exercised 2,400 stock options with a $63.96 exercise price and another 4,800 stock options with a $53.94 exercise price, all granted under the 2020 Omnibus Equity Incentive Plan and exempt from Section 16(b) under Rule 16b-3(d.

To cover the exercise price and related tax withholding, the company withheld 1,655 shares and 3,091 shares, reported with transaction code “F” at a price of $132.20. After these transactions, the executive continued to hold common stock directly and also retained unexercised options, including 8,000 options at a $94.10 exercise price expiring on 03/05/2029 and 11,000 options at a $90.62 exercise price expiring on 02/24/2030.

11/13/2025 - 05:25 PM

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

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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^*

Shelly Timothy J.

(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 Operations

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

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
Common Stock	11/11/2025		M		2,400(1)	A	$63.96	2,400	D
Common Stock	11/11/2025		F		1,655(3)	D	$132.2	745	D
Common Stock	11/11/2025		M		4,800(2)	A	$53.94	5,545	D
Common Stock	11/11/2025		F		3,091(3)	D	$132.2	2,454	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	$63.96	11/11/2025		M			2,400(1)	02/18/2023	02/18/2027	Common Stock	2,400	$0	0	D
Option to Purchase Common Stock	$53.94	11/11/2025		M			4,800(2)	03/08/2024	03/08/2028	Common Stock	7,200	$0	2,400	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	8,000		8,000	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	11,000		11,000	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on February 18, 2022. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 8, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

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

	/s/ Timothy J. Shelly	11/13/2025
	** 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 activity did NHC report on this Form 4?

The Form 4 reports that NHC’s Sr. VP of Operations exercised stock options on 11/11/2025 and had shares withheld to cover the exercise price and taxes.

How many NHC stock options did the insider exercise on 11/11/2025?

The insider exercised 2,400 stock options at an exercise price of $63.96 and 4,800 stock options at an exercise price of $53.94.

Were shares of NHC common stock sold into the market in this Form 4?

The filing shows shares with transaction code “F,” indicating 1,655 and 3,091 shares were withheld by the company to pay the exercise price and tax obligations, rather than standard open-market sales.

What stock option plans are involved in this NHC Form 4?

The options exercised and reported were granted under NHC’s 2020 Omnibus Equity Incentive Plan, with grants dated February 18, 2022 and March 8, 2023.

What NHC stock options does the insider still hold after these transactions?

After the reported transactions, the insider still holds unexercised options, including 8,000 options at a $94.10 exercise price expiring on 03/05/2029 and 11,000 options at a $90.62 exercise price expiring on 02/24/2030.

Is this NHC Form 4 filing a routine equity compensation event?

The transactions involve exercises of stock options granted under an equity incentive plan, with the grant and exercise stated as exempt from Section 16(b) under Rule 16b-3(d), which is typical for executive equity compensation.