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  4. [Form 4] NATIONAL HEALTHCARE CORP Insider Trading Activity

NHC Sr. VP Operations exercises options, withholds shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

National Healthcare Corp. (NHC) reported insider activity by its Sr. VP of Operations on a Form 4. On 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.

Positive

  • None.

Negative

  • None.
Insider Shelly Timothy J.
Role Sr.VP Operations
Type Security Shares Price Value
Exercise Option to Purchase Common Stock 2,400 $0.00 --
Exercise Option to Purchase Common Stock 4,800 $0.00 --
Exercise Common Stock 2,400 $63.96 $154K
Tax Withholding Common Stock 1,655 $132.20 $219K
Exercise Common Stock 4,800 $53.94 $259K
Tax Withholding Common Stock 3,091 $132.20 $409K
holding Option to Purchase Common Stock -- -- --
holding Option to Purchase Common Stock -- -- --
Holdings After Transaction: Option to Purchase Common Stock — 0 shares (Direct); Common Stock — 2,400 shares (Direct)
Footnotes (1)
  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). 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). Shares were withheld by the Company to pay the exercise price and withholding tax obligations.
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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
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.

Source: View Original Filing on SEC EDGAR

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.