National Healthcare Corp (NHC) officer reports RSU vesting and option holdings

Rhea-AI Filing Summary

National Healthcare Corp executive reports share withholding for taxes and updates equity awards. A Senior VP & CIO of NATIONAL HEALTHCARE CORP (NHC) reported a Form 4 transaction dated 01/01/2026. On that date, 33 1/3% (1,070 shares) of previously granted restricted stock vested from awards originally granted on 3/8/2023, 3/5/2024, and 3/5/2025. The company withheld 403 shares, coded as an "F" transaction, at a price of $137.09 per share to cover tax obligations. Following this transaction, the officer beneficially owned 14,117.0547 shares of common stock held directly.

The filing also lists outstanding stock options held directly by the officer. These include an option to purchase 7,467 shares of common stock at $53.94 per share expiring 03/08/2028, an option to purchase 12,000 shares at $94.10 per share expiring 03/05/2029, and an option to purchase 13,500 shares at $90.62 per share expiring 02/24/2030.

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^*

FLATT BEN ANDERSON SR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP & CIO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		F		403(1)	D	$137.09	14,117.0547	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							03/08/2024	03/08/2028	Common Stock	7,467		7,467	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	12,000		12,000	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	13,500		13,500	D

Explanation of Responses:

1. On 1/1/2026, 33 1/3 (or 1070 shares) of restricted stock originally granted on 3/8/2023, 3/5/2024, and 3/5/2025 vested. The Company withheld 403 shares to pay tax obligations.

	/s/ Ben Anderson Flatt	01/05/2026
	** 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.

FAQ

What insider transaction did NATIONAL HEALTHCARE CORP (NHC) disclose in this Form 4?

The filing reports that a Senior VP & CIO of National Healthcare Corp had restricted stock vest on 01/01/2026, and the company withheld 403 shares of common stock at $137.09 per share to satisfy tax obligations.

How many NATIONAL HEALTHCARE CORP (NHC) restricted shares vested on 01/01/2026?

The officer had 1,070 shares of restricted stock vest on 01/01/2026, representing 33 1/3% of restricted stock originally granted on 3/8/2023, 3/5/2024, and 3/5/2025.

How many NHC shares does the reporting person own after this transaction?

After the reported transaction, the officer beneficially owned 14,117.0547 shares of National Healthcare Corp common stock, held directly.

What stock options for NATIONAL HEALTHCARE CORP (NHC) does the insider hold?

The officer holds options to purchase 7,467 shares at $53.94 per share expiring on 03/08/2028, 12,000 shares at $94.10 per share expiring on 03/05/2029, and 13,500 shares at $90.62 per share expiring on 02/24/2030.

What does transaction code "F" mean in this NHC Form 4 filing?

Transaction code "F" indicates that 403 NHC shares were withheld by the company to pay the reporting person's tax obligations upon the vesting of restricted stock, rather than sold in the open market.

What is the role of the reporting person at NATIONAL HEALTHCARE CORP (NHC)?

The reporting person is an officer of National Healthcare Corp, serving as Senior VP & CIO, as indicated in the filing.