National HealthCare Corp (NHC) executive exercises options, withholds shares for tax

Rhea-AI Filing Summary

National HealthCare Corp senior VP & CIO Ben Anderson Sr reported option exercises and related share withholdings. On March 4, 2026 he exercised multiple “Option to Purchase Common Stock” grants under the 2020 Omnibus Equity Incentive Plan into common shares. The company then withheld a portion of common stock to cover the exercise price and tax obligations, as noted in the footnotes. Following these transactions, he beneficially owned a total of 19,550.0547 shares of National HealthCare Corp common stock.

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

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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)
03/04/2026

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	03/04/2026		M		3,733(1)	A	$53.94	19,192.0547	D
Common Stock	03/04/2026		M		4,000(2)	A	$94.1	23,192.0547	D
Common Stock	03/04/2026		M		4,500(3)	A	$90.62	27,692.0547	D
Common Stock	03/04/2026		F		8,142(4)	D	$172.83	19,550.0547(5)	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	03/04/2026		M			3,733(1)	03/08/2024	03/08/2028	Common Stock	7,467	$0	3,734	D
Option to Purchase Common Stock	$94.1	03/04/2026		M			4,000(2)	03/05/2025	03/05/2029	Common Stock	12,000	$0	8,000	D
Option to Purchase Common Stock	$90.62	03/04/2026		M			4,500(3)	02/24/2026	02/24/2030	Common Stock	13,500	$0	9,000	D
Option to Purchase Common Stock	$157.13							02/23/2027	02/23/2031	Common Stock	14,000		14,000	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 8, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. 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).

3. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on February 24, 2025. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

4. Shares were withheld by the Company to pay the exercise price and withholding tax obligations.

5. Total amount of shares beneficially owned following transactions reported on this form.

	/s/ Ben Anderson Flatt	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did NHC executive Ben Anderson Sr report on this Form 4?

Ben Anderson Sr reported exercising stock options into National HealthCare Corp common shares, followed by company share withholdings to cover exercise price and tax obligations. All transactions occurred on March 4, 2026 under the 2020 Omnibus Equity Incentive Plan, according to the Form 4 data and footnotes.

How many National HealthCare Corp (NHC) shares does Ben Anderson Sr own after these transactions?

After the reported option exercises and share withholdings, Ben Anderson Sr beneficially owns 19,550.0547 shares of National HealthCare Corp common stock. This total is explicitly described as the amount of shares beneficially owned following the transactions reported on the Form 4 for March 4, 2026.

What types of securities were involved in Ben Anderson Sr’s NHC Form 4 transactions?

The Form 4 shows derivative securities labeled “Option to Purchase Common Stock” and non-derivative “Common Stock.” Options granted under the 2020 Omnibus Equity Incentive Plan were exercised into common shares, and some common stock was then withheld by the company to satisfy exercise price and tax obligations.

Were Ben Anderson Sr’s NHC stock option exercises exempt from Section 16(b)?

Yes. Footnotes state the stock options were granted under the 2020 Omnibus Equity Incentive Plan in 2023, 2024, and 2025, and that the grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d), which applies to certain insider equity plan transactions.

Why were some National HealthCare Corp (NHC) shares disposed of in this Form 4?

The Form 4 lists a disposition coded “F,” described as payment of exercise price or tax liability by delivering securities. A footnote clarifies that shares were withheld by National HealthCare Corp to pay the exercise price and withholding tax obligations tied to the reported stock option exercises.

Does this NHC Form 4 indicate any open-market buying or selling by Ben Anderson Sr?

The reported transactions are coded as option exercises (code M) and a tax-related share disposition (code F), not open-market purchases or sales. Footnotes explain the options were under the company’s 2020 Omnibus Equity Incentive Plan and that shares were withheld to cover exercise and tax obligations.