NATIONAL HEALTHCARE (NHC) SVP exercises options and uses shares for taxes

Rhea-AI Filing Summary

NATIONAL HEALTHCARE CORP senior vice president Vicki L. Dodson exercised stock options and increased her direct shareholdings. She exercised options for 3,734 shares of common stock at an exercise price of $53.94 per share. To cover the exercise price and related tax obligations, the company withheld 2,034 shares valued at $164.96 per share, a non-market tax-withholding disposition rather than an open-market sale. After these transactions, she directly owns 14,412.5455 shares of common stock. She also continues to hold stock options over 8,000 shares at $94.10 per share expiring on March 5, 2029, 9,000 shares at $90.62 per share expiring on February 24, 2030, and 14,000 shares at $157.13 per share expiring on February 23, 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^*

Dodson Vicki L

(Last) (First) (Middle)

100 VINE STREET

(Street)

MURFREESBORO TENNESSEE 37130

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Sr.VP Patient Srvcs

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 held in my name	03/16/2026		M		3,734(1)	A	$53.94	16,446.5455	D
Shares of Common Stock held in my name	03/16/2026		F		2,034(2)	D	$164.96	14,412.5455(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	$53.94	03/16/2026		M			3,734(1)	03/08/2024	03/08/2028	Common Stock	3,734	$0	0	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	8,000		8,000	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	9,000		9,000	D
Option to Purchase Common Stock	$157.13							02/23/2027	02/23/2031	Common Stock	14,000		14,000	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. Total amount of shares beneficially owned following transactions reported on this form.

	/s/ Vicki L Dodson	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NHC executive Vicki L. Dodson report on this Form 4?

Vicki L. Dodson reported exercising stock options for 3,734 shares of NATIONAL HEALTHCARE CORP common stock. The transaction converted previously granted options into shares, increasing her direct equity stake in the company under the 2020 Omnibus Equity Incentive Plan.

How many NHC shares does Vicki L. Dodson own after the reported transactions?

After the reported transactions, Vicki L. Dodson directly owns 14,412.5455 shares of NATIONAL HEALTHCARE CORP common stock. This figure reflects the net position following the option exercise and the shares withheld by the company for exercise price and tax obligations.

Were any of Vicki L. Dodson’s NHC transactions open-market sales or purchases?

The Form 4 shows no open-market sales or purchases. The transactions consist of an option exercise coded “M” and a tax-withholding disposition coded “F,” where shares were withheld by the company to pay the exercise price and associated tax liabilities.

What tax-related transaction is disclosed for Vicki L. Dodson’s NHC shares?

The filing shows 2,034 shares were withheld at $164.96 per share to cover exercise price and tax obligations. This “F” coded transaction is a tax-withholding disposition, meaning shares were delivered to the company instead of cash to satisfy these liabilities.

What NHC stock options does Vicki L. Dodson still hold after this Form 4?

She continues to hold options over 8,000 shares at $94.10 expiring March 5, 2029, 9,000 shares at $90.62 expiring February 24, 2030, and 14,000 shares at $157.13 expiring February 23, 2031, all for NATIONAL HEALTHCARE CORP common stock.

Under what plan were Vicki L. Dodson’s NHC stock options granted and exercised?

The stock options were granted and exercised under the 2020 Omnibus Equity Incentive Plan. The footnotes state that both the grant and exercise of these options are exempt from Section 16(b) short-swing profit rules pursuant to Rule 16b-3(d).