NHC Insider: 4,010 Shares Acquired via Option Exercise; 2,639 Withheld

Rhea-AI Filing Summary

J. Paul Abernathy, a director of National Healthcare Corp. (NHC), reported exercising stock options and a related share withholding on August 13, 2025. He exercised options granted May 6, 2021, resulting in the acquisition of 4,010 shares at an exercise price implied by the filing of $71.64 per share. Simultaneously, 2,639 shares were withheld by the company to satisfy the exercise price, leaving Mr. Abernathy with 39,033 shares beneficially owned after the transactions. The filing lists outstanding option grants from 2022, 2023, 2024 and 2025, each covering 7,500 options with exercise prices from $69.19 to $96.03 and standard exercisability/expiration schedules.

Positive

• Acquisition of 4,010 shares via exercise of 2021-grant options at $71.64 per share, increasing the director's reported stake to 39,033 shares.
• Disclosure of option grants from 2022–2025 with exercise prices and exercisability/expiration dates provides transparency on future potential dilution.

Negative

• 2,639 shares were withheld
• No additional context

Insights

Securities Analyst

TL;DR: Director exercised options for 4,010 shares; 2,639 shares withheld to pay exercise price, resulting in 39,033 shares owned.

This Form 4 discloses a routine, non-derivative acquisition via option exercise and the related withholding of shares to cover the exercise cost. The disclosed option grants from 2021–2025 and their exercise prices provide transparency on the director's remaining equity exposure and potential future dilution if options are exercised and shares are issued rather than withheld. For investors, this is a standard insider liquidity/compensation event rather than a corporate-operational development.

Corporate Governance Specialist

TL;DR: Transaction appears to follow plan/grant terms; withholding used to satisfy exercise obligations.

The filing indicates the 2021 options were granted under the company's 2020 Omnibus Equity Incentive Plan and notes exemption from Section 16(b) under Rule 16b-3(d), which is consistent with standard director option practices. The signature and dates are provided, and the transaction was reported as a single-person Form 4. There are no indications of unusual or accelerated transactions in the filing text.

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

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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^*

ABERNATHY JAMES PAUL

(Last) (First) (Middle)

1523 MIRABELLA WAY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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
Shares of Common Stock	08/13/2025		M		4,010(1)	A	$71.64	39,033	D
Shares of Common Stock	08/13/2025		F		2,639(2)	D	$108.82	36,394(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 [2021 Grant]	$71.64	08/13/2025		M			4,010(1)	05/06/2022	05/05/2026	Common Stock	4,010	$0	0	D
Option to Purchase Common Stock [2022 Grant]	$69.19							05/05/2023	05/04/2027	Common Stock	7,500		7,500	D
Option to Purchase Common Stock [2023 Grant]	$55.75							05/04/2024	05/03/2028	Common Stock	7,500		7,500	D
Option to Purchase Common Stock [2024 Grant]	$96.03							05/09/2025	05/08/2029	Common Stock	7,500		7,500	D
Option to Purchase Common Stock [2025 Grant]	$94.66							05/08/2026	05/07/2030	Common Stock	7,500		7,500	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on May 6, 2021. 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.

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

	/s/ J. Paul Abernathy	08/15/2025
	** 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).
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FAQ

What did NHC director J. Paul Abernathy report on Form 4 (NHC)?

He reported exercising 4,010 options on 08/13/2025 and having 2,639 shares withheld to pay the exercise price, resulting in 39,033 shares beneficially owned.

What was the exercise price for the options exercised by J. Paul Abernathy?

The exercised options from the 2021 grant show an exercise price of $71.64 per share as reported in the filing.

Were the exercised options exempt from Section 16(b)?

Yes. The filing states the 2021 stock options were granted under the 2020 Omnibus Equity Incentive Plan and are exempt from Section 16(b) pursuant to Rule 16b-3(d).

How many outstanding options from other grants does the filing list?

The filing lists 2022, 2023, 2024 and 2025 grants, each with 7,500 options, showing exercisability and expiration schedules and exercise prices ranging from $69.19 to $96.03.

When was the Form 4 signed and filed by the reporting person?

The signature block shows the reporting person signed the form on 08/15/2025.