National Healthcare Corp (NHC) CEO granted 20,000 options vesting through 2029

Rhea-AI Filing Summary

National Healthcare Corp CEO and director Stephen Fowler Flatt received a grant of 20,000 options to purchase common stock on February 23, 2026 under the 2020 Omnibus Equity Incentive Plan. The options have a stated exercise price of $0.00 per share in the filing.

These stock options vest and become exercisable in three equal installments: one-third on February 23, 2027, one-third on February 23, 2028, and the final one-third on February 23, 2029. After this grant, Flatt directly holds 20,000 of these options, alongside separately reported existing option and common stock holdings.

Insights

Equity compensation analyst

Routine option grant to NHC’s CEO with three-year vesting.

National Healthcare Corp awarded CEO Stephen Fowler Flatt 20,000 options to purchase common stock on February 23, 2026 under its 2020 Omnibus Equity Incentive Plan. The filing notes a stated exercise price of $0.00 per share and treats this as a derivative equity award.

The options vest ratably over three years, with one-third becoming exercisable on each of February 23, 2027, February 23, 2028, and February 23, 2029. This structure is typical for executive incentives, encouraging retention and long-term alignment with shareholders as value depends on future stock performance.

The award is exempt from Section 16(b) under Rule 16b-3(d), indicating it was approved through a standard compensation process. From an investor perspective, this appears to be a routine executive compensation grant rather than a directional bet like an open-market purchase or sale.

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
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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 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)
02/23/2026

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								59,147	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	6,147		6,147	D
Option to Purchase Common Stock	$94.1							03/05/2025	03/05/2029	Common Stock	10,000		10,000	D
Option to Purchase Common Stock	$90.62							02/28/2026	02/28/2030	Common Stock	18,000		18,000	D
Option to Purchase Common Stock	$157.13	02/23/2026		A		20,000(1)		02/23/2027(2)	02/28/2031	Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on February 23, 2026. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. These stock options will become vested and exercisable ratably over three (3) years so that one-third (1/3) will vest on February 23, 2027; one-third (1/3) will vest on February 23, 2028; and the final one-third (1/3) will vest on February 23, 2029.

	/s/ Stephen Flatt	02/25/2026
	** 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 did NHC CEO Stephen Fowler Flatt report in this Form 4 filing for NHC?

Stephen Fowler Flatt reported receiving a grant of 20,000 options to purchase National Healthcare Corp common stock on February 23, 2026. The options were awarded under the 2020 Omnibus Equity Incentive Plan and are treated as a derivative equity compensation award for the CEO.

How many stock options were granted to NHC CEO Stephen Flatt on February 23, 2026?

Stephen Flatt was granted 20,000 options to purchase National Healthcare Corp common stock on February 23, 2026. The filing shows these options as newly acquired derivative securities, with 20,000 options directly owned following the transaction reported in the Form 4.

What is the vesting schedule for the 20,000 NHC stock options granted to the CEO?

The 20,000 stock options vest ratably over three years. One-third vests on February 23, 2027, another third on February 23, 2028, and the final third on February 23, 2029, creating a multi-year incentive and retention structure for National Healthcare Corp’s CEO.

Under which plan were Stephen Flatt’s National Healthcare Corp options granted?

The options were granted under National Healthcare Corp’s 2020 Omnibus Equity Incentive Plan. This plan provides equity-based awards, and the Form 4 notes that the February 23, 2026 stock option grant to CEO Stephen Flatt falls within this established incentive framework.

Does the NHC CEO’s Form 4 show any stock sales or purchases of common shares?

The Form 4 does not report any open-market buys or sells of common stock by Stephen Flatt. It primarily records a grant of 20,000 stock options and updates post-transaction holdings, while existing common stock positions remain disclosed as direct holdings without new sale transactions.

Is the NHC CEO’s February 2026 option grant exempt from Section 16(b) rules?

Yes, the filing states the stock options are exempt from Section 16(b) under Rule 16b-3(d). This indicates the grant was made under approved compensation arrangements, which typically shield such insider equity awards from short-swing profit recovery provisions that otherwise apply to insider trading activity.