[Form 4] National Healthcare Corp. Insider Trading Activity

Rhea-AI Filing Summary

Stephen Flatt, CEO and director of National Healthcare Corp. (NHC), reported multiple equity transactions on 08/22/2025. He exercised stock options and acquired 4,000 shares in two option exercises at strike prices of $53.94 and $94.10, and the filings show withholding of 3,146 shares to cover exercise costs and taxes at an effective price of $114.82 per share. After these transactions, Flatt beneficially owns between 59,393 and 61,393 common shares depending on the line item referenced. The exercises relate to grants from the 2020 Omnibus Equity Incentive Plan dated March 8, 2023 and March 5, 2024.

Positive

• Insider exercised options to acquire 4,000 shares (two grants), showing continued executive ownership alignment.
• Options exempt under Rule 16b-3(d), indicating standard compensatory treatment for the grants from the 2020 Omnibus Equity Incentive Plan.

Negative

• Withholding of 3,146 shares was used to pay exercise price and taxes, reducing the net increase in outstanding insider-held shares.
• Transactions are routine and do not provide new operational or financial information that materially changes the investment thesis.

Insights

Corporate Governance Expert

TL;DR: Routine option exercises and share withholding to cover tax/strike; not a material governance event.

The Form 4 documents standard insider option exercises and share-withholding to satisfy tax and exercise obligations. The options exercised stem from prior grants under the 2020 Omnibus Equity Incentive Plan and are exempt from short-swing profit rules under Rule 16b-3(d). These actions are consistent with executive compensation mechanics and do not indicate a change in control, executive departure, or unusual governance action. Share counts post-transactions remain in the tens of thousands, implying continued insider alignment with shareholders but no material shift in ownership.

Securities Analyst

TL;DR: Insider exercised options and net holdings changed modestly; transactions appear routine and not materially market-moving.

Flatt exercised two option blocks of 2,000 shares each (strikes $53.94 and $94.10) and the filing records withholding of 1,363 and 1,783 shares to cover costs and taxes at an indicated price of $114.82. Net beneficial ownership figures reported range from 59,393 to 61,393 shares. These are compensatory transactions rather than open-market buys or sales, so they are unlikely to materially affect NHC’s share float or signal a change in strategic outlook.

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 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)
08/22/2025

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	08/22/2025		M		2,000(1)	A	$53.94	60,756	D
Common Stock	08/22/2025		F		1,363(2)	D	$114.82	59,393	D
Common Stock	08/22/2025		M		2,000(3)	A	$94.1	61,393	D
Common Stock	08/22/2025		F		1,783(2)	D	$114.82	59,610(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	08/22/2025		M			2,000(1)	03/08/2024	03/08/2028	Common Stock	10,000	$0	8,000	D
Option to Purchase Common Stock	$94.1	08/22/2025		M			2,000(3)	03/05/2025	03/05/2029	Common Stock	15,000	$0	13,000	D
Option to Purchase Common Stock	$90.62							02/28/2026	02/28/2030	Common Stock	18,000		18,000	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).

2. Shares were withheld by the Company to pay the exercise price and withholding tax obligations.

3. 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).

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

	/s/ Stephen Flatt	08/26/2025
	** 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 transactions did NHC CEO Stephen Flatt report on Form 4 (NHC)?

He exercised two option grants totaling 4,000 shares on 08/22/2025 and had 3,146 shares withheld to cover exercise cost and taxes.

What were the strike prices and effective withholding price reported?

Strike prices: $53.94 and $94.10; withholding/indicated price: $114.82 per share for withheld shares.

How many shares does Stephen Flatt beneficially own after the transactions?

Beneficial ownership reported ranges by line item from 59,393 to 61,393 common shares following the reported transactions.

Were the option grants part of an existing equity plan?

Yes. The exercises relate to grants under the 2020 Omnibus Equity Incentive Plan dated March 8, 2023 and March 5, 2024.

Do these Form 4 transactions trigger Rule 16b-3 short-swing reporting issues?

No. The filer states the grants and exercises are exempt from Section 16(b) pursuant to Rule 16b-3(d).