NHC (NHC) CEO exercises 5,000 options and withholds shares for taxes

Rhea-AI Filing Summary

National Healthcare Corp CEO Stephen Fowler Flatt reported several equity transactions involving company stock. He exercised options to acquire 5,000 shares of common stock on March 2, 2026, at an exercise price effectively recorded as $0.0000 per option, increasing his directly held common shares to 67,237.

As part of the same event, 3,585 shares of common stock were withheld by the company at a price of $171.1500 per share to cover tax obligations, reducing his direct holdings to 63,652 shares. The filing also shows updated direct holdings of multiple option grants under the 2020 Omnibus Equity Incentive Plan, with post-transaction option positions of 6,147, 10,000 and 20,000 options.

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^*

Flatt Stephen Fowler

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		5,000(1)	A	$90.62	67,237	D
Common Stock	03/02/2026		F		3,585(2)	D	$171.15	63,652(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	6,147		6,147	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	10,000		10,000	D
Option to Purchase Common Stock	$90.62	03/02/2026		M			5,000(1)	02/28/2026	02/28/2030	Common Stock	18,000	$0	13,000	D
Option to Purchase Common Stock	$157.13							02/23/2027	02/23/2031	Common Stock	20,000		20,000	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on February 24, 2025. 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 tax obligations.

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

	/s/ Stephen Flatt	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did NHC CEO Stephen Fowler Flatt report in this Form 4?

He reported exercising stock options for 5,000 National Healthcare Corp shares and a related tax-withholding share disposition. The transactions updated his direct holdings in both common stock and options granted under the 2020 Omnibus Equity Incentive Plan.

How many NHC common shares did the CEO acquire through option exercise?

He acquired 5,000 shares of National Healthcare Corp common stock through exercising options on March 2, 2026. This derivative exercise increased his directly held common shares before subsequent tax withholding adjustments recorded in the same Form 4 filing.

Why were 3,585 NHC shares disposed of in this filing?

The 3,585 National Healthcare Corp shares were withheld by the company to pay tax obligations related to the option exercise. This is classified as a tax-withholding disposition, not an open-market sale, and reduced the CEO’s directly held common shares afterward.

What are the CEO’s NHC common stock holdings after these transactions?

After the reported transactions, Stephen Fowler Flatt directly holds 63,652 shares of National Healthcare Corp common stock. This figure reflects the option exercise and the subsequent share withholding to satisfy related tax obligations recorded in the Form 4.

Which equity plan governs the reported NHC stock options?

The stock options were granted under the 2020 Omnibus Equity Incentive Plan. A footnote explains that both the grant and exercise of these options are exempt from Section 16(b) under Rule 16b-3(d), reflecting their compensation-related nature.

How many NHC stock options does the CEO hold after these updates?

Following the reported transactions, he directly holds option positions showing 6,147, 10,000 and 20,000 options to purchase National Healthcare Corp common stock. These updated balances reflect multiple grants reported as holdings rather than new option transactions.