NHC (NHC) Sr. VP Shelly exercises stock options and settles taxes in shares

Rhea-AI Filing Summary

National Healthcare Corp senior executive exercises stock options and settles taxes in shares

Timothy J. Shelly, Sr. VP Operations of National Healthcare Corp, exercised options to purchase 2,667 and 3,667 shares of common stock on March 4, 2026. These options were granted under the 2020 Omnibus Equity Incentive Plan, as noted in the footnotes.

In connection with these exercises, 4,481 shares of common stock were withheld by the company to pay the option exercise price and related tax obligations. After these transactions, Shelly held 3,147 shares of common stock directly, along with 2,400 and 14,000 options to purchase common stock.

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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		M		2,667(1)	A	$94.1	3,961	D
Common Stock	03/04/2026		M		3,667(2)	A	$90.62	7,628	D
Common Stock	03/04/2026		F		4,481(3)	D	$172.83	3,147(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)
				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	2,400		2,400	D
Option to Purchase Common Stock	$94.1	03/04/2026		M			2,667(1)	03/05/2025	03/05/2029	Common Stock	8,000	$0	5,333	D
Option to Purchase Common Stock	$90.62	03/04/2026		M			3,667(2)	02/24/2026	02/24/2030	Common Stock	11,000	$0	7,333	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 5, 2024. 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/ Timothy J. Shelly	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.

FAQ

What insider transactions did NHC executive Timothy J. Shelly report on this Form 4?

Timothy J. Shelly reported exercising stock options into common shares and a related share withholding. He exercised options for 2,667 and 3,667 common shares, then had 4,481 shares withheld by National Healthcare Corp to cover the exercise price and tax obligations.

How many National Healthcare Corp (NHC) shares does Timothy J. Shelly hold after these transactions?

After the reported transactions, Timothy J. Shelly beneficially owned 3,147 shares of National Healthcare Corp common stock directly. He also held options to purchase 2,400 and 14,000 additional shares, reflecting his remaining derivative equity incentives after the option exercises.

Were Timothy J. Shelly’s NHC option exercises and share withholdings routine compensation events?

The filing states the options were granted under the 2020 Omnibus Equity Incentive Plan and are exempt under Rule 16b-3(d). Shares were withheld to pay exercise price and taxes, which is typical for equity compensation rather than open-market buying or selling activity.

Did Timothy J. Shelly sell any NHC shares on the open market in this Form 4?

The Form 4 shows a disposition coded “F,” indicating shares were withheld to cover exercise price and tax liabilities. This is described as payment of obligations by delivering securities, rather than an open-market sale initiated for discretionary portfolio reasons.

What equity incentive plans are tied to Timothy J. Shelly’s NHC option grants?

Footnotes explain the reported stock options were granted under the 2020 Omnibus Equity Incentive Plan, with grant dates on March 5, 2024 and February 24, 2025. Both the grants and subsequent exercises are stated as exempt from Section 16(b) under Rule 16b-3(d).