[Form 4] National Healthcare Corp. Insider Trading Activity

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. (LW) filed an 8-K announcing a wide-ranging Cooperation Agreement dated 30 Jun 2025 with activist investor JANA Partners and Continental Grain Company.

Board re-composition: The Company will expand its Board from 11 to 13 seats and accept the resignations of Charles A. Blixt, W.G. Jurgensen, Robert A. Niblock and Maria Renna Sharpe (two already effective 29 Jun 2025). Six Agreed Directors will be appointed no later than 11 Jul 2025: Bradley Alford (new non-executive Chairman), Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius. Each brings senior leadership or activist experience across food, agribusiness and consumer sectors.

Committee alignment: • Audit & Finance – 5 members (incl. McLevish & Maass). • Compensation & Human Capital – 6 members (incl. Kimmelshue, Kurzius & Ostfeld). • Nominating & Governance – 6 members (incl. Kimmelshue, Kurzius & Ostfeld).

Shareholder obligations & standstill: JANA and Continental Grain agree to (1) vote in line with Board recommendations (with limited proxy-advisor exceptions), (2) maintain a ≥1.5 % net long position to keep board representation, (3) adhere to mutual non-disparagement, and (4) observe a standstill that runs until the earlier of 30 days before the 2026 advance-notice window or 28 Apr 2026.

Replacement rights: If any of the designated directors departs before the Termination Date, JANA, Continental Grain or both (depending on the seat) may name replacements, subject to customary independence and suitability criteria.

Rationale & disclosure: While no financial metrics were provided, the agreement averts a potential proxy contest, refreshes governance with seasoned industry leaders, and signals collaboration between management and key shareholders. The Company issued a press release (Exhibit 99.1) and attached the full Cooperation Agreement (Exhibit 10.1).

Positive

• Settlement avoids proxy contest, reducing legal costs and management distraction.
• Board expanded and refreshed with six highly experienced directors from leading consumer and agribusiness companies.
• Appointment of independent non-executive Chairman Bradley Alford strengthens governance structure.
• Activist involvement formalized under standstill, providing constructive oversight while limiting public conflict.

Negative

• Four incumbent directors resigned, indicating significant governance turnover within a short window.
• Activists control nearly half of board seats, which could create strategic uncertainty for existing shareholders.

Insights

Corporate Governance Expert

TL;DR: LW avoids proxy fight by granting activists six seats, new chair and committee reshuffle; governance impact high, financial impact yet unknown.

The agreement represents a classic activist settlement: JANA and Continental Grain gain significant influence without launching a formal proxy contest, while LW secures voting alignment and a standstill through April 2026. Enlarging the board to 13 rather than replacing incumbents preserves institutional knowledge yet refreshes 46 % of seats, strengthening independence. Appointment of Bradley Alford as non-executive Chair separates the chair/CEO roles and complies with evolving governance best practices. Committee reconstitution embeds Agreed Directors across all three key committees, ensuring influence over audit, compensation and nominations. The orderly resignation process and replacement mechanisms reduce disruption risk. Because obligations terminate ahead of the 2026 nomination window, LW maintains flexibility beyond the settlement period. Overall governance outlook is improved, but investors should monitor any strategic shifts initiated by the newly activist-influenced board.

Portfolio Manager

TL;DR: Board refresh with industry insiders and activist oversight could catalyze operational moves and value creation; modestly positive for LW holders.

JANA’s history of driving margin expansion and strategic actions (e.g., divestitures or M&A) suggests potential upside catalysts. New directors include former CEOs of Nestlé USA, McCormick and ex-CFOs of multiple blue-chips—skill sets aligned with supply-chain optimization and capital allocation, two areas where potato processor LW lags peers. The cooperative tone avoids the distractions and costs of a proxy battle, enabling management to focus on execution during a volatile cost environment. While no immediate operational commitments were disclosed, the 1.5 % ownership threshold is low, implying JANA can maintain influence with limited capital at risk. Absent earnings guidance, impact is mainly qualitative, yet market typically rewards credible governance enhancements. I view the development as incrementally positive, pending evidence of tangible operational or strategic actions.

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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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^*

Ussery Robert Michael

(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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		M		4,234(1)	A	$63.96	159,955	D
Common Stock	06/26/2025		F		2,007(2)	D	$109.05	157,948(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	06/26/2025		M			4,234(1)	02/18/2023	02/18/2027	Common Stock	4,234	$0	0	D
Option to Purchase Common Stock	$53.94							03/08/2024	03/08/2028	Common Stock	9,000		9,000	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	13,500		13,500	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	15,000		15,000	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 for this Title of Securities on this form.

	/s/ Michael Ussery	06/26/2025
	** 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 is the main purpose of Lamb Weston’s Cooperation Agreement with JANA and Continental Grain?

The agreement expands LW’s board, grants six seats to investor-nominated directors, and imposes voting and non-disparagement commitments to avoid a proxy contest.

How many directors are joining Lamb Weston’s board under the agreement?

Six new directors—Bradley Alford, Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius—will join by 11 Jul 2025.

Which Lamb Weston directors resigned as part of the settlement?

Charles A. Blixt and W.G. Jurgensen resigned on 29 Jun 2025; Robert A. Niblock and Maria Renna Sharpe will resign by 11 Jul 2025.

When does the Cooperation Agreement terminate?

It ends on the earlier of 30 days before the 2026 director-nomination window or 28 Apr 2026.

What ownership level must JANA and Continental Grain maintain to keep their board seats?

They must collectively hold a net long position of at least 1.5 % of LW’s outstanding common stock.

Will the new directors receive the same compensation as existing non-employee directors?

Yes. Compensation will follow LW’s standard non-employee director program detailed in its 2024 proxy statement.