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  4. [Form 4] NATIONAL HEALTHCARE CORP Insider Trading Activity

NHC insider exercise: 4,000 options at $94.10, 24,490 shares held

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

National HealthCare Corp. (NHC) reported an insider transaction by its SVP, CFO. On 11/11/2025, the officer exercised 4,000 stock options at $94.10 per share (Code M). To cover the exercise price and withholding taxes, 3,224 shares were withheld (Code F). Following these transactions, the officer directly owned 24,490 shares of common stock.

Remaining derivative holdings include options with exercise prices of $53.94 (8,000 shares outstanding), $94.10 (8,000 shares remaining from a 12,000 grant), and $90.62 (13,500 shares), with expirations between 2028 and 2030 as disclosed.

Positive

  • None.

Negative

  • None.
Insider KIDD BRIAN F
Role SVP, CFO
Type Security Shares Price Value
Exercise Option to Purchase Common Stock 4,000 $0.00 --
Exercise Common Stock 4,000 $94.10 $376K
Tax Withholding Common Stock 3,224 $132.20 $426K
holding Option to Purchase Common Stock -- -- --
holding Option to Purchase Common Stock -- -- --
Holdings After Transaction: Option to Purchase Common Stock — 29,500 shares (Direct); Common Stock — 24,490 shares (Direct)
Footnotes (1)
  1. 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). Shares were withheld by the Company to pay the exercise price and withholding tax obligations. Total amount of shares beneficially owned following transactions reported on this form.

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FAQ

What insider transaction did NHC (NHC) disclose?

The SVP, CFO exercised 4,000 stock options at $94.10 on 11/11/2025 and had 3,224 shares withheld to cover costs.

How many NHC shares does the officer own after the transaction?

The officer directly owns 24,490 shares of NHC common stock after the reported transactions.

What were the Form 4 transaction codes used?

M for option exercise and F for share withholding to cover the exercise price and taxes.

What option grants remain outstanding for the officer?

Options at $53.94 (8,000 shares), $94.10 (8,000 shares remaining), and $90.62 (13,500 shares).

What plan governed the exercised options?

The options exercised were granted under the 2020 Omnibus Equity Incentive Plan on March 5, 2024.

What are the disclosed option expiration dates?

Expirations include 03/08/2028, 03/05/2029, and 02/24/2030 as listed.

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
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*
KIDD BRIAN F
(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)
SVP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025
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 11/11/2025 M 4,000(1) A $94.1 27,714 D
Common Stock 11/11/2025 F 3,224(2) D $132.2 24,490(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 03/08/2024 03/08/2028 Common Stock 8,000 8,000 D
Option to Purchase Common Stock $94.1 11/11/2025 M 4,000(1) 03/05/2025 03/05/2029 Common Stock 12,000 $0 8,000 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. 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).
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/ Brian Kidd 11/13/2025
** 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.

Source: View Original Filing on SEC EDGAR