National HealthCare Corp (NHC) officer exercises 3,734 options and reports 14,520 shares owned

Rhea-AI Filing Summary

National HealthCare Corp. (NHC) senior executive reports option exercise and share withholding. On 12/01/2025, the Senior VP & CIO exercised an option to purchase 3,734 shares of common stock at an exercise price of $63.96 per share, adding 3,734 acquired shares. On the same date, 2,385 shares were disposed of through share withholding at $137.29 per share to cover the exercise price and tax obligations. After these transactions, the executive beneficially owned 14,520.0547 shares of NHC common stock directly.

The report also shows remaining stock options, including options to purchase 7,467 shares at $53.94 per share exercisable from 03/08/2024 until 03/08/2028, 12,000 shares at $94.10 per share exercisable from 03/05/2025 until 03/05/2029, and 13,500 shares at $90.62 per share exercisable from 02/24/2026 until 02/24/2030.

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
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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 BEN ANDERSON SR

(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 & CIO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/01/2025		M		3,734(1)	A	$63.96	16,905.0547	D
Common Stock	12/01/2025		F		2,385(2)	D	$137.29	14,520.0547(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	$63.96	12/01/2025		M			3,734(1)	02/18/2023	02/18/2027	Common Stock	3,734	$0	0	D
Option to Purchase Common Stock	$53.94							03/08/2024	03/08/2028	Common Stock	7,467		7,467	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 February 18, 2022. 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/ Ben Anderson Flatt	12/03/2025
	** 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 transaction did NATIONAL HEALTHCARE CORP (NHC) report in this Form 4?

The Senior VP & CIO of National HealthCare Corp. (NHC) reported exercising an option on 12/01/2025 to purchase 3,734 shares of common stock at an exercise price of $63.96 per share.

How many NHC shares does the reporting person own after the reported transactions?

Following the transactions on 12/01/2025, the reporting officer beneficially owned 14,520.0547 shares of NHC common stock directly.

Why were some NATIONAL HEALTHCARE CORP (NHC) shares disposed of in this filing?

2,385 shares of NHC common stock were withheld by the company to pay the exercise price and withholding tax obligations related to the option exercise, at a price of $137.29 per share.

What stock options does the NHC executive still hold after this transaction?

The officer holds options to purchase 7,467 shares at $53.94 per share exercisable until 03/08/2028, 12,000 shares at $94.10 per share exercisable until 03/05/2029, and 13,500 shares at $90.62 per share exercisable until 02/24/2030.

What role does the reporting person hold at NATIONAL HEALTHCARE CORP (NHC)?

The reporting person is an officer of National HealthCare Corp., serving as Senior VP & CIO.

Under which plan were the exercised NHC stock options originally granted?

The exercised stock options for 3,734 shares were granted under NHC’s 2020 Omnibus Equity Incentive Plan on 02/18/2022.