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National HealthCare (NYSE: NHC) director exercises 6,479 options, 4,691 shares withheld

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NATIONAL HEALTHCARE CORP (NHC) director David R. Gifford reported an option exercise and related share withholding. On August 20, 2026, he exercised 6,479 stock options granted under the 2020 Omnibus Equity Incentive Plan at an exercise price of $171.42 per share, receiving 6,479 common shares. In a separate transaction the same day, 4,691 common shares were withheld by the company at $236.75 per share to pay the exercise price. The options were granted on May 7, 2026 and are exempt from Section 16(b) under Rule 16b-3(d).

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Insider Gifford David R.
Role Director
Type Security Shares Price Value
Exercise Option to Purchase Common Stock [2026 Grant] F1 6,479 $0.00 $0.00
Exercise Common Stock F1 6,479 $171.42 $1.11M
Grant/Award Common Stock F2, F3 4,691 $236.75 $1.11M
Holdings After Transaction: Option to Purchase Common Stock [2026 Grant] — 0 shares (Direct); Common Stock — 2,809 shares (Direct)
Footnotes (3)
  1. F1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on May 7, 2026. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).
  2. F2. Shares were withheld by the Company to pay the exercise price.
  3. F3. Total amount of shares beneficially owned following transactions reported on this form.
Options Exercised 6,479 options Option to Purchase Common Stock [2026 Grant] exercised on August 20, 2026
Option Exercise Price $171.42 per share Exercise or conversion price for 6,479 options into common stock
Common Shares Acquired 6,479 shares Common Stock received from option exercise on August 20, 2026
Shares Withheld to Pay Exercise Price 4,691 shares Common Stock withheld by the company to pay the option exercise price
Withholding Share Price $236.75 per share Price applied to 4,691 withheld shares used to pay the exercise price
Option Grant Date May 7, 2026 Grant date of options under the 2020 Omnibus Equity Incentive Plan
Option Expiration Date May 6, 2031 Expiration date for the Option to Purchase Common Stock [2026 Grant]
2020 Omnibus Equity Incentive Plan financial
"These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan"
Section 16(b) regulatory
"The grant and exercise of these stock options are exempt from Section 16(b)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(d) regulatory
"are exempt from Section 16(b) pursuant to Rule 16b-3(d)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
beneficially owned financial
"Total amount of shares beneficially owned following transactions reported"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What insider transaction did NHC director David R. Gifford report?

David R. Gifford exercised 6,479 stock options for NATIONAL HEALTHCARE CORP (NHC) on August 20, 2026 at an exercise price of $171.42 per share, receiving an equal number of common shares, with additional shares withheld to pay the exercise price.

How many NHC stock options did David R. Gifford exercise and at what price?

He exercised 6,479 stock options for NATIONAL HEALTHCARE CORP (NHC) common stock at an exercise price of $171.42 per share, resulting in the acquisition of 6,479 common shares through a derivative exercise transaction.

How many NHC shares were withheld to pay the option exercise price?

In connection with the option exercise, 4,691 common shares of NATIONAL HEALTHCARE CORP (NHC) were withheld by the company at a price of $236.75 per share to pay the exercise price, as disclosed in the related footnote.

When were the NHC stock options originally granted to David R. Gifford?

The stock options exercised by David R. Gifford were granted under the 2020 Omnibus Equity Incentive Plan on May 7, 2026, and the grant and exercise are reported as exempt from Section 16(b) under Rule 16b-3(d).

Were David R. Gifford’s NHC transactions under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is marked false, indicating the reported transactions in NATIONAL HEALTHCARE CORP (NHC) shares were not affirmed as being made pursuant to a Rule 10b5-1 trading plan.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Gifford David R.

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026M6,479(1)A$171.427,500D
Common Stock08/20/2026A4,691(2)D$236.752,809(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option to Purchase Common Stock [2026 Grant]$171.4208/20/2026M6,479(1)05/07/202605/06/2031Common Stock6,479$00D
Explanation of Responses:
1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on May 7, 2026. 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/ David R. Gifford08/21/2026
** Signature of Reporting PersonDate
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)