National Healthcare (NHC) Insider Executes Option Exercise; 2,737 Shares Withheld

Rhea-AI Filing Summary

Josh A. McCreary, Senior VP & General Counsel of National Healthcare Corp. (NHC), exercised stock options and reported related share withholding. On 08/13/2025 Mr. McCreary exercised 4,000 options with an exercise price of $53.94, resulting in 4,000 shares acquired. To cover the exercise price and withholding taxes, the company withheld 2,737 shares at an implied price of $108.82. After these transactions, Mr. McCreary beneficially owned 9,716 shares of NHC common stock.

The exercised options were part of a grant from the 2020 Omnibus Equity Incentive Plan issued on 03/08/2023 and are exempt from Section 16(b) under Rule 16b-3(d). The Form 4 was signed 08/15/2025 and reports both non-derivative and derivative holdings, including existing options exercisable through 2030.

Insights

Financial Analyst

TL;DR: Routine insider option exercise with modest net share increase; no indication of material change to ownership control.

The filing documents a standard exercise of 4,000 options at $53.94 and the withholding of 2,737 shares to satisfy exercise price and taxes, leaving the reporting person with 9,716 beneficially owned shares. The option grant stems from the 2020 Omnibus Equity Incentive Plan and is exempt from Section 16(b), indicating standard executive compensation activity rather than a liquidity signal. For investors, this is a routine insider transaction without explicit indications of a change in corporate strategy or control.

Corporate Governance Expert

TL;DR: Disclosure appears complete and compliant; transaction cites Rule 16b-3(d) exemption and explains withholding.

The Form 4 clearly states the grant date, exercise date, prices, the number of options exercised, and the shares withheld to cover taxes, satisfying typical disclosure expectations. Citing the Rule 16b-3(d) exemption for the grant is appropriate. The report shows continued insider ownership via both exercised shares and outstanding options exercisable through 2030, which aligns with retention-focused equity compensation practices.

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^*

McCreary Josh A

(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)
	Senior VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		M		4,000(1)	A	$53.94	12,453	D
Common Stock	08/13/2025		F		2,737(2)	D	$108.82	9,716(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	08/13/2025		M			4,000(1)	03/08/2024	03/08/2028	Common Stock	8,000	$0	4,000	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	12,000		12,000	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 8, 2023. 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/ Josh McCreary	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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