NHC (NHC) director Adams exercises 4,000 options and gifts 4,000 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
National Healthcare Corp director Robert G. Adams reported routine equity movements involving company stock and options. On 2026-06-08, a trust for which he serves as trustee exercised options to acquire 4,000 shares of common stock at $69.19 per share, and that same trust made a bona fide gift of 4,000 shares at no stated price.
Separate entries list his indirect partnership holdings of 430,341 shares and show that, after these transactions, the trust holds 13,579 shares. He also continues to hold multiple stock option grants directly, each covering 7,500 underlying shares with exercise prices between $55.75 and $171.42 and expirations from 2028 to 2031. The filing reflects exercises, gifts, and existing holdings rather than open-market buying or selling.
Positive
- None.
Negative
- None.
Insights
Adams exercised options and gifted shares through a trust, with no open‑market trades.
The filing shows Robert G. Adams, a director of National Healthcare Corp, exercising options on 4,000 shares at an exercise price of $69.19 and receiving the corresponding common shares in a trust where he is trustee. This is a standard derivative exercise under an equity incentive plan.
The same trust transferred 4,000 shares as a bona fide gift, a non-market disposition that does not generate sale proceeds. Adams also retains several option grants on 7,500 underlying shares each, with exercise prices from $55.75 to $171.42 expiring between 2028 and 2031. Overall, these are routine compensation-related and estate-planning transactions with neutral informational value.
Insider Trade Summary
4,000 shares exercised/converted
Mixed
8 txns
Insider
ADAMS ROBERT G
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Option to Purchase Common Stock [2022 Grant] | 4,000 | $0.00 | -- |
| Exercise | Shares of Common Stock - Trust I | 4,000 | $69.19 | $277K |
| Gift | Shares of Common Stock - Trust I | 4,000 | $0.00 | -- |
| holding | Option to Purchase Common Stock [2023 Grant] | -- | -- | -- |
| holding | Option to Purchase Common Stock [2024 Grant] | -- | -- | -- |
| holding | Option to Purchase Common Stock [2025 Grant] | -- | -- | -- |
| holding | Option to Purchase Common Stock [2026 Grant] | -- | -- | -- |
| holding | Shares of Common Stock - Partnership | -- | -- | -- |
Holdings After Transaction:
Option to Purchase Common Stock [2022 Grant] — 3,500 shares (Direct, null);
Shares of Common Stock - Trust I — 17,579 shares (Indirect, Trustee);
Option to Purchase Common Stock [2023 Grant] — 7,500 shares (Direct, null);
Option to Purchase Common Stock [2024 Grant] — 7,500 shares (Direct, null);
Option to Purchase Common Stock [2025 Grant] — 7,500 shares (Direct, null);
Option to Purchase Common Stock [2026 Grant] — 7,500 shares (Direct, null);
Shares of Common Stock - Partnership — 430,341 shares (Indirect, General Partner)
Footnotes (1)
- These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on May 5, 2022. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d). Total amount of shares beneficially owned following transactions reported on this form.
Key Figures
Options exercised: 4,000 shares at $69.19
Gifted shares: 4,000 shares
Trust I holdings after transactions: 13,579 shares
+3 more
6 metrics
Options exercised
4,000 shares at $69.19
Exercise of 2022 option grant into Trust I on June 8, 2026
Gifted shares
4,000 shares
Bona fide gift from Trust I on June 8, 2026
Trust I holdings after transactions
13,579 shares
Indirect ownership as trustee following reported transactions
Partnership holdings
430,341 shares
Indirect ownership as general partner, reported as of June 8, 2026
2023 option grant
7,500 underlying shares at $55.75
Option to purchase common stock expiring May 3, 2028
2026 option grant
7,500 underlying shares at $171.42
Option to purchase common stock expiring May 6, 2031
Key Terms
bona fide gift, Exercise or conversion of derivative security, 2020 Omnibus Equity Incentive Plan, Section 16(b), +1 more
5 terms
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
2020 Omnibus Equity Incentive Plan financial
"These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on May 5, 2022."
Section 16(b) regulatory
"grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d)."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(d) regulatory
"grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d)."
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
FAQ
What insider transactions did Robert G. Adams report for NHC on June 8, 2026?
Robert G. Adams reported exercising options to acquire 4,000 shares of National Healthcare common stock at $69.19 per share in a trust, and that trust made a bona fide gift of 4,000 common shares, with no open-market purchases or sales disclosed.
What stock options does Robert G. Adams still hold in NHC after this Form 4?
Following the reported transactions, Robert G. Adams continues to hold several option grants, each tied to 7,500 underlying NHC common shares, with exercise prices of $55.75, $94.66, $96.03, and $171.42, and expiration dates ranging from 2028 through 2031, all held directly.
What is the significance of the $69.19 exercise price reported in the NHC Form 4?
The $69.19 figure is the exercise price for options on 4,000 National Healthcare shares granted in 2022. Exercising at this price converted those options into common shares for a trust where Adams is trustee, without indicating any contemporaneous market sale of those shares.
Are the NHC option transactions for Robert G. Adams exempt under Section 16(b)?
The footnotes state that the stock options exercised were granted under the 2020 Omnibus Equity Incentive Plan and that their grant and exercise are exempt from Section 16(b) short-swing profit rules pursuant to SEC Rule 16b-3(d), indicating treatment as approved compensation-related transactions.