Robert G. Adams Converts 4,500 NHC Options, Increases Beneficial Holding

Rhea-AI Filing Summary

Robert G. Adams, a director of National HealthCare Corp (NHC), exercised options and acquired shares on 09/19/2025. He exercised 4,500 options from a 2021 grant at an exercise price of $71.64, resulting in the acquisition of 4,500 shares reported as an acquisition at $71.64 per share.

The filing shows Mr. Adams beneficially owns 13,579 shares following the transaction through a trust and holds indirect interests through a partnership position of 430,341 shares as general partner. The report also lists outstanding options granted in 2022, 2023, 2024 and 2025, each for 7,500 shares, with varying exercise prices and expiration dates.

Insights

Corporate Governance Expert

TL;DR: Director exercised vested options and increased his shareholdings, demonstrating typical insider alignment with equity incentives.

The 09/19/2025 exercise of 4,500 options from the 2021 grant is consistent with routine option vesting and exercise activity. The filing indicates substantial indirect holdings via a partnership (430,341 shares) and a trust (13,579 shares after the exercise), which suggests significant ongoing insider exposure to company equity. The explanatory note confirms the grant and exercise are exempt under Rule 16b-3(d), indicating the transaction followed standard insider transaction exemptions and company equity-plan governance.

Securities Analyst

TL;DR: Transaction is routine option exercise by a director; not likely to be market-moving on its own.

The exercise converted 4,500 options into shares at a stated $71.64 per share on 09/19/2025. The filing lists four other option grants of 7,500 shares each (2022–2025 grants) still held by the reporting person, indicating additional potential future equity conversion. Given the size relative to the large partnership holding, the single exercise appears immaterial to overall insider ownership concentration but does increase the director's reported beneficial share count.

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^*

ADAMS ROBERT G

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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 - Partnership								430,341	I	General Partner
Shares of Common Stock - Trust I	09/19/2025		M		4,500(1)	A	$71.64	13,579	I	Trustee

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	09/19/2025		M			4,500(1)	05/06/2022	05/05/2026	Common Stock	4,500	$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).

	/s/ Robert Adams	09/22/2025
	** 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 transaction did NHC director Robert G. Adams report on Form 4?

The Form 4 reports an exercise of 4,500 options on 09/19/2025, resulting in acquisition of 4,500 common shares at $71.64 per share.

How many shares does Robert G. Adams beneficially own after the reported transaction?

After the transaction, the filing reports 13,579 shares beneficially owned in the trust and an indirect partnership position of 430,341 shares as general partner.

Were the exercised options part of an existing equity plan?

Yes. The exercised options were granted under the 2020 Omnibus Equity Incentive Plan and the filing states the grant and exercise are exempt under Rule 16b-3(d).

Does the filing show other outstanding options for the reporting person?

Yes. The filing lists outstanding options from 2022, 2023, 2024, and 2025 grants, each for 7,500 shares with varying exercise prices and expiration dates.

Did the Form 4 indicate any disposition or sale of shares by the reporting person?

No. The Form 4 indicates an acquisition related to option exercise; it does not report any sale or disposition of common shares by the reporting person.