STOCK TITAN

National HealthCare (NYSE: NHC) director exercises 1,021 options

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NATIONAL HEALTHCARE CORP director David R. Gifford reported an option exercise on August 13, 2026. He exercised 1,021 options from a 2026 grant with an exercise price of $171.42 per share, receiving 1,021 shares of common stock. After the transactions, he directly holds 1,021 common shares and 6,479 options from this grant, which was issued under the 2020 Omnibus Equity Incentive Plan and is stated as exempt from Section 16(b) under Rule 16b-3(d).

Positive

  • None.

Negative

  • None.
Insider Gifford David R.
Role Director
Type Security Shares Price Value
Exercise Option to Purchase Common Stock [2026 Grant] F1 1,021 $0.00 $0.00
Exercise Common Stock F1 1,021 $171.42 $175K
Holdings After Transaction: Option to Purchase Common Stock [2026 Grant] — 6,479 shares (Direct); Common Stock — 1,021 shares (Direct)
Footnotes (1)
  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).
Options exercised 1,021 shares Options to purchase common stock exercised on August 13, 2026
Exercise price $171.42 per share Conversion or exercise price for the 2026 option grant
Common shares after transaction 1,021 shares Directly held common stock following the August 13, 2026 exercise
Remaining options from grant 6,479 options Options to purchase common stock held after exercising 1,021 options
Underlying option grant size 7,500 options Total underlying common stock for the 2026 option grant
Option grant date May 7, 2026 Grant date under the 2020 Omnibus Equity Incentive Plan
Option expiration date May 6, 2031 Expiration of the 2026 stock option grant
Option to Purchase Common Stock financial
"Security title is listed as "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.

FAQ

What did NHC director David R. Gifford report in this Form 4 filing?

David R. Gifford reported exercising 1,021 stock options for NATIONAL HEALTHCARE CORP (NHC) on August 13, 2026, acquiring 1,021 common shares. The options were from a 2026 grant under the 2020 Omnibus Equity Incentive Plan.

At what price were the NHC stock options exercised in this Form 4?

The reported options were exercised at an exercise price of $171.42 per share. This conversion price applied to 1,021 options, resulting in an equal number of common shares, as part of a grant under the 2020 Omnibus Equity Incentive Plan.

How many NHC shares does David R. Gifford hold after this Form 4 transaction?

After the transaction, David R. Gifford directly holds 1,021 shares of NHC common stock. He also holds 6,479 remaining options from the 2026 option grant reported, according to the post-transaction balances in the filing.

What happens to David R. Gifford’s NHC stock options after this reported exercise?

Following the exercise of 1,021 options, 6,479 options from the same 2026 grant remain reported as held. The options, originally granted under the 2020 Omnibus Equity Incentive Plan, carry an expiration date of May 6, 2031.

Were the NHC option transactions in this Form 4 exempt from Section 16(b)?

Yes. The filing notes the stock options were granted on May 7, 2026 under the 2020 Omnibus Equity Incentive Plan and states that the grant and exercise are exempt from Section 16(b) pursuant to Rule 16b-3(d).

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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)
08/13/2026
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 Stock08/13/2026M1,021(1)A$171.421,021D
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]$171.4208/13/2026M1,021(1)05/07/202605/06/2031Common Stock7,500$06,479D
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).
/s/ David R. Gifford08/17/2026
** 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)