Director at National Healthcare (NYSE: NHC) boosts holdings after 7,500-share option exercise

Rhea-AI Filing Summary

National Healthcare Corp (NHC) director James Paul Abernathy reported an option exercise and related share withholding. On January 15, 2026, he exercised an option granted in 2022 for 7,500 shares of common stock at a price of $69.82 per share. The company withheld 3,732 shares at $139.01 per share to pay the exercise price, resulting in net additional shares held.

Following these transactions, Abernathy beneficially owns 40,162 shares of NHC common stock, held directly. The exercised options were granted under the company’s 2020 Omnibus Equity Incentive Plan and are noted as exempt from certain short-swing profit rules. He also continues to hold option grants from 2023, 2024 and 2025, each covering 7,500 shares of 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

OMB APPROVAL

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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^*

ABERNATHY JAMES PAUL

(Last) (First) (Middle)

1523 MIRABELLA WAY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		7,500(1)	A	$69.82	43,894	D
Shares of Common Stock	01/15/2026		F		3,732(2)	D	$139.01	40,162(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 [2022 Grant]	$69.19	01/15/2026		M			7,500(1)	05/05/2023	05/04/2027	Common Stock	7,500	$0	0	D
Option to Purchase Common Stock [2023 Grant]	$55.75							05/04/2024	05/03/2028	Common Stock	7,500		7,500	D
Option to Purchase Common Stock [2024 Grant]	$96.03							05/09/2025	05/08/2029	Common Stock	7,500		7,500	D
Option to Purchase Common Stock [2025 Grant]	$94.66							05/08/2026	05/07/2030	Common Stock	7,500		7,500	D

Explanation of Responses:

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).

2. Shares were withheld by the Company to pay the exercise price.

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

	/s/ James Paul Abernathy	01/16/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did NHC director James Paul Abernathy report?

James Paul Abernathy, a director of National Healthcare Corp (NHC), reported exercising a stock option on January 15, 2026 for 7,500 shares of common stock and a related share withholding to cover the exercise price.

How many NHC shares did James Paul Abernathy acquire and at what price?

Abernathy acquired 7,500 shares of NHC common stock through an option exercise at a price of $69.82 per share, as disclosed in the filing.

Why were 3,732 NHC shares withheld in James Paul Abernathys Form 4 filing?

The filing explains that 3,732 shares were withheld by the company at a price of $139.01 per share to pay the exercise price of the option.

How many NHC shares does James Paul Abernathy own after the reported transactions?

After the reported transactions, Abernathy beneficially owns 40,162 shares of National Healthcare Corp common stock, held directly.

What equity plan were James Paul Abernathys NHC options granted under?

The exercised stock options were granted under NHCs 2020 Omnibus Equity Incentive Plan, and the grant and exercise are noted as exempt from Section 16(b) pursuant to Rule 16b-3(d).

What other NHC stock options does James Paul Abernathy still hold?

Abernathy continues to hold options labeled as Option to Purchase Common Stock [2023 Grant], [2024 Grant], and [2025 Grant], each relating to 7,500 shares of NHC common stock, all reported as directly owned.