[Form 4] NATIONAL HEALTHCARE CORP Insider Trading Activity

Rhea-AI Filing Summary

National Healthcare Corp. (NHC) CEO and director Stephen Flatt reported insider transactions on 11/11/2025. He exercised 3,000 options at $94.10 per share (code M) and the company withheld 2,480 shares to cover the exercise price and taxes (code F). Following these transactions, he beneficially owns 60,130 common shares.

Outstanding equity awards listed include options expiring on 03/08/2028 at $53.94 (8,000 shares), on 03/05/2029 at $94.10 (10,000 shares after the exercise), and on 02/28/2030 at $90.62 (18,000 shares).

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^*

Flatt Stephen Fowler

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		3,000(1)	A	$94.1	62,610	D
Common Stock	11/11/2025		F		2,480(2)	D	$132.2	60,130(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			3,000(1)	03/05/2025	03/05/2029	Common Stock	13,000	$0	10,000	D
Option to Purchase Common Stock	$90.62							02/28/2026	02/28/2030	Common Stock	18,000		18,000	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/ Stephen Flatt	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.

FAQ

What did NHC’s CEO report in this Form 4?

He exercised 3,000 options at $94.10 and 2,480 shares were withheld to cover the exercise price and taxes.

How many NHC shares does the reporting person now own?

He beneficially owns 60,130 common shares after the reported transactions.

What is the date of the reported transactions for NHC (NHC)?

The transactions occurred on 11/11/2025.

Which transaction codes were used in the filing?

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

What option grants remain outstanding for the reporting person?

Options include $53.94 expiring 03/08/2028 (8,000), $94.10 expiring 03/05/2029 (10,000), and $90.62 expiring 02/28/2030 (18,000).

Under which plan were the options granted?

They were granted under the 2020 Omnibus Equity Incentive Plan.