National Healthcare Corp (NHC) COO reports tax withholding of vested shares

Rhea-AI Filing Summary

National Healthcare Corp (NHC) insider equity update: A Form 4 reports that President & COO Michael Ussery had 2,063 shares of common stock withheld on 12/31/2025, coded as an "F" transaction. This reflects shares surrendered to cover tax obligations related to vesting equity awards, rather than an open-market sale. The shares were valued at $137.09 each for this tax withholding transaction, and following it, Ussery beneficially owned 158,460 shares of NHC common stock. An accompanying note explains that on 1/1/2026, a total of 4,835 restricted shares granted on 3/8/2023, 3/5/2024, and 3/5/2025 vested, with the 2,063 shares withheld by the company to satisfy tax requirements.

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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X

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^*

Ussery Robert Michael

(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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		2,063(1)	D	$137.09	158,460	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

Explanation of Responses:

1. On 1/1/2026, 4835 of restricted stock originally granted on 3/8/2023, 3/5/2024, and 3/5/2025 vested. The Company withheld 2063 shares to pay tax obligations.

	/s/ Michael Ussery	01/05/2026
	** 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 transaction did NHC report in this Form 4?

The filing reports that President & COO Michael Ussery had 2,063 shares of National Healthcare Corp common stock withheld on 12/31/2025 in an "F" coded transaction, representing shares surrendered to cover tax obligations on vested restricted stock.

How many National Healthcare Corp (NHC) shares does Michael Ussery own after this transaction?

After the reported tax withholding transaction, Michael Ussery beneficially owned 158,460 shares of NHC common stock.

What was the price used for the NHC shares withheld for taxes?

The 2,063 NHC shares withheld to pay tax obligations were valued at $137.09 per share in the Form 4.

What equity awards vested for the NHC President & COO around this time?

The explanation notes that on 1/1/2026, a total of 4,835 restricted stock shares originally granted on 3/8/2023, 3/5/2024, and 3/5/2025 vested for Michael Ussery.

Why did National Healthcare Corp withhold 2,063 shares from Michael Ussery?

The company withheld 2,063 shares of NHC common stock from the vested restricted stock to pay tax obligations, as stated in the explanation of responses.

What is the role of the reporting person in this NHC Form 4 filing?

The reporting person, Michael Ussery, is identified as an officer of National Healthcare Corp, serving as President & COO, and the Form 4 is filed by one reporting person.