NHC (NYSE: NHC) CFO exercises options, shares withheld to cover taxes

Q: Were the NHC CFO’s option exercises and share withholdings exempt from Section 16(b)?

Yes. The option grants and exercises are stated as exempt from Section 16(b). Footnotes explain the stock options were granted under the 2020 Omnibus Equity Incentive Plan and that the grant and exercise are exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

National Healthcare Corp (NHC) senior vice president and CFO Brian F. Kidd reported option exercises and related share withholdings in company stock. On March 4, 2026, he exercised options for 2,000 shares of common stock at $53.94 per share and 4,000 shares at $90.62 per share under the 2020 Omnibus Equity Incentive Plan. The filing shows a tax-related disposition of 3,947 shares of common stock at $172.83 per share, with shares withheld by the company to pay the exercise price and withholding taxes. Following these transactions, Kidd beneficially owned 27,277 shares of common stock and held options to purchase 8,000 and 14,000 shares, all as direct ownership.

Insider Trade Summary

Net Buyer: 2,053 shares

Net Buy 7 txns

Insider KIDD BRIAN F

Role SVP, CFO

Type	Security	Shares	Price	Value
Exercise	Option to Purchase Common Stock	2,000	$0.00	$0.00
Exercise	Option to Purchase Common Stock	4,000	$0.00	$0.00
Exercise	Common Stock	2,000	$53.94	$108K
Exercise	Common Stock	4,000	$90.62	$362K
Exercise Price or Tax Liability	Common Stock	3,947	$172.83	$682K
holding	Option to Purchase Common Stock	--	--	--
holding	Option to Purchase Common Stock	--	--	--

Holdings After Transaction: Option to Purchase Common Stock — 37,500 shares (Direct); Common Stock — 27,277 shares (Direct)

Footnotes (4)

F1. 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).
F2. 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).
F3. Shares were withheld by the Company to pay the exercise price and withholding tax obligations.
F4. Total amount of shares beneficially owned following transactions reported on this form.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/06/2026 - 04:23 PM

FAQ

What insider transactions did NHC CFO Brian F. Kidd report on this Form 4?

Brian F. Kidd reported exercising stock options and a related tax share withholding. He exercised options for 2,000 and 4,000 NHC common shares, and 3,947 shares were withheld by the company to cover the option exercise price and associated tax obligations.

How many National Healthcare Corp (NHC) shares does the CFO own after these transactions?

After the reported transactions, the CFO beneficially owns 27,277 NHC common shares. This total reflects the completion of the option exercises and the tax-related share withholding and is identified in the filing as the amount beneficially owned following the reported transactions.

What stock options in NHC does the CFO hold following this Form 4 filing?

The filing shows the CFO holding options to purchase 8,000 and 14,000 NHC shares. These options were granted under the 2020 Omnibus Equity Incentive Plan and remain outstanding after the exercises reported in the Form 4, all classified as directly owned.

Why were 3,947 NHC shares disposed of in the CFO’s Form 4 filing?

The 3,947-share disposition was for tax and exercise cost purposes. A footnote clarifies that these NHC shares were withheld by the company to pay the option exercise price and related withholding tax obligations, rather than being an open-market sale by the executive.

Are the NHC CFO’s holdings in this Form 4 direct or indirect ownership?

All reported holdings in the filing are classified as direct ownership. The Form 4 marks each transaction and resulting position with ownership code "D" and provides no indication of trusts, LLCs, or other entities holding the shares or options on the CFO’s behalf.

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^*

KIDD BRIAN F

(Last)

(First)

(Middle)

100 VINE STREET

(Street)

MURFREESBORO

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)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2026		M		2,000⁽¹⁾	A	$53.94	27,224	D
Common Stock	03/04/2026		M		4,000⁽²⁾	A	$90.62	31,224	D
Common Stock	03/04/2026		F		3,947⁽³⁾	D	$172.83	27,277⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$53.94	03/04/2026		M			2,000⁽¹⁾	03/08/2024	03/08/2028	Common Stock	8,000	$0	6,000	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	03/04/2026		M			4,000⁽²⁾	02/24/2026	02/24/2030	Common Stock	13,500	$0	9,500	D
Option to Purchase Common Stock	$157.13							02/23/2027	02/23/2031	Common Stock	14,000		14,000	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. 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).

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

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

	/s/ Brian Kidd	03/06/2026
	** 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