National Healthcare Corp (NHC) CEO gains 1,853 shares via option exercise

Rhea-AI Filing Summary

National Healthcare Corp CEO Stephen Fowler Flatt exercised stock options to acquire 1,853 shares of common stock at an exercise price of $53.94 per share. These options were originally granted on March 8, 2023 under the 2020 Omnibus Equity Incentive Plan and are exempt from Section 16(b) under Rule 16b-3(d).

Following the transaction, Flatt directly holds 65,505 shares of common stock. He also retains stock options covering 10,000 shares at $94.10, 13,000 shares at $90.62, and 20,000 shares at $157.13, with expiration dates between 2029 and 2031.

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)
03/12/2026

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	03/12/2026		M		1,853(1)	A	$53.94	65,505	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	03/12/2026		M			1,853(1)	03/08/2024	03/08/2028	Common Stock	6,147	$0	4,294	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							02/28/2026	02/28/2030	Common Stock	13,000		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 March 8, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ Stephen Flatt	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Stephen Fowler Flatt reported exercising stock options to acquire 1,853 shares of National Healthcare Corp (NHC) common stock at an exercise price of $53.94 per share, increasing his directly held common share position.

How many NHC shares does the CEO hold after this transaction?

After exercising options, CEO Stephen Fowler Flatt directly holds 65,505 shares of National Healthcare Corp common stock. This figure comes from the post-transaction ownership reported for the non-derivative common stock position in the Form 4.

What stock options did the NHC CEO exercise and when were they granted?

Flatt exercised options for 1,853 underlying common shares at $53.94 per share. The footnote states these stock options were granted under the 2020 Omnibus Equity Incentive Plan on March 8, 2023 and are exempt under Rule 16b-3(d).

What NHC stock options does the CEO still hold after this Form 4?

The CEO retains options on 10,000 shares at $94.10, 13,000 shares at $90.62, and 20,000 shares at $157.13. These options expire between March 2029 and February 2031, according to the derivative holdings summary.

Was the NHC CEO’s option exercise an open-market stock purchase?

No. The filing classifies the transaction with code M, indicating an exercise or conversion of a derivative security. Flatt acquired 1,853 common shares by exercising stock options rather than buying shares in the open market.

Under which plan were the NHC CEO’s options granted and how are they treated?

The exercised stock options were granted under the 2020 Omnibus Equity Incentive Plan on March 8, 2023. The footnote explains that both the grant and the exercise are exempt from Section 16(b) short-swing profit rules pursuant to Rule 16b-3(d).