NATIONAL HEALTHCARE (NYSE: NHC) VP exercises options and settles taxes in shares

Rhea-AI Filing Summary

NATIONAL HEALTHCARE CORP Sr. VP of Patient Services Vicki L. Dodson reported option-related transactions in company stock. On March 4, 2026, she exercised 4,500 stock options granted under the 2020 Omnibus Equity Incentive Plan, receiving 4,500 common shares at an exercise price of $0.00 per share and a corresponding entry at $90.62 per share for the acquired stock.

In a separate transaction coded "F," 3,159 shares of common stock were withheld by the company to cover the exercise price and tax-withholding obligations, rather than sold on the open market. Following these transactions, she beneficially owns 12,712.5455 shares of NATIONAL HEALTHCARE CORP common stock directly, and continues to hold multiple option awards with remaining exercisable balances.

Insider Trade Summary

4,500 shares exercised/converted

Mixed 6 txns

Insider Dodson Vicki L

Role Sr.VP Patient Srvcs

Type	Security	Shares	Price	Value
Exercise	Option to Purchase Common Stock	4,500	$0.00	--
Exercise	Shares of Common Stock held in my name	4,500	$90.62	$408K
Tax Withholding	Shares of Common Stock held in my name	3,159	$172.83	$546K
holding	Option to Purchase Common Stock	--	--	--
holding	Option to Purchase Common Stock	--	--	--
holding	Option to Purchase Common Stock	--	--	--

Holdings After Transaction: Option to Purchase Common Stock — 9,000 shares (Direct); Shares of Common Stock held in my name — 15,871.546 shares (Direct)

Footnotes (1)

1. 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). 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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Form 4 Insider Transactions: What Each Field Means →

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^*

Dodson Vicki L

(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)
	Sr.VP Patient Srvcs

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
Shares of Common Stock held in my name	03/04/2026		M		4,500(1)	A	$90.62	15,871.5455	D
Shares of Common Stock held in my name	03/04/2026		F		3,159(2)	D	$172.83	12,712.5455(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	3,734		3,734	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	8,000		8,000	D
Option to Purchase Common Stock	$90.62	03/04/2026		M			4,500(1)	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 February 24, 2025. 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/ Vicki L Dodson	03/06/2026
	** 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 transactions did NHC executive Vicki Dodson report on this Form 4?

Vicki L. Dodson reported exercising 4,500 stock options and receiving 4,500 NATIONAL HEALTHCARE CORP common shares. In a related tax-withholding move, 3,159 shares were withheld by the company to cover the exercise price and tax obligations tied to that option exercise.

Did the NHC Form 4 show an open-market sale of shares by Vicki Dodson?

The filing did not show an open-market sale. Instead, 3,159 NATIONAL HEALTHCARE CORP shares were coded as an “F” transaction, meaning the company withheld those shares to pay the option exercise price and tax-withholding obligations, rather than disposing of them through market sales.

How many NHC shares does Vicki Dodson own after the reported Form 4 transactions?

After the March 4, 2026 transactions, Vicki L. Dodson beneficially owns 12,712.5455 NATIONAL HEALTHCARE CORP common shares directly. This figure reflects the completed option exercise, as well as the shares withheld by the company to cover exercise price and tax obligations.

What type of derivative security did Vicki Dodson exercise in the NHC Form 4?

She exercised an “Option to Purchase Common Stock” covering 4,500 shares. These stock options were granted under NATIONAL HEALTHCARE CORP’s 2020 Omnibus Equity Incentive Plan on February 24, 2025, and the grant and exercise are described as exempt under Rule 16b-3(d).

How is the tax-withholding transaction coded in the NHC Form 4 for Vicki Dodson?

The tax-withholding transaction is coded as “F,” which denotes payment of the exercise price or tax liability by delivering securities. In this case, 3,159 NATIONAL HEALTHCARE CORP shares were withheld by the company to satisfy those obligations tied to the option exercise.

Does Vicki Dodson still hold stock options in NATIONAL HEALTHCARE CORP after this Form 4?

Yes. The Form 4 shows remaining balances in several “Option to Purchase Common Stock” awards, with holdings including 3,734, 8,000, and 14,000 options. These lines indicate continuing derivative positions in addition to her directly owned common shares.