NATIONAL HEALTHCARE CORP (NHC) director exercises options, now holds 10,640 shares

Rhea-AI Filing Summary

NATIONAL HEALTHCARE CORP director Sandra Y. Trail exercised stock options and increased her direct share holdings. On May 6, 2026, she exercised options to acquire 3,140 shares of common stock at an exercise price of $55.75 per share, bringing her direct ownership to 10,640 shares.

Trail continues to hold multiple option grants. These include a 2023 grant with 4,360 options remaining, plus 2024, 2025, and 2026 grants, each tied to 7,500 underlying shares with exercise prices between $94.66 and $171.42 and expirations from 2029 through 2031. The options were granted under the company’s 2020 Omnibus Equity Incentive Plan and are exempt from Section 16(b) under Rule 16b-3(d).

Insights

Equity compensation analyst

Director exercised options to add shares while retaining sizable option grants.

Director Sandra Y. Trail exercised options on May 6, 2026 to acquire 3,140 NATIONAL HEALTHCARE CORP common shares at an exercise price of $55.75. Following this exercise, she holds 10,640 shares directly, indicating an exercise-and-hold pattern with no same-day sale reported.

She still has significant option-based exposure. A 2023 grant has 4,360 options remaining, and separate 2024, 2025, and 2026 grants each cover 7,500 underlying shares at exercise prices of $96.03, $94.66, and $171.42, expiring between 2029 and 2031. The filing notes these awards were made under the 2020 Omnibus Equity Incentive Plan and are exempt from Section 16(b) under Rule 16b-3(d), underscoring their compensation-related nature rather than open-market trading.

Insider Trade Summary

Net Buyer: 3,140 shares

Net Buy 5 txns

Insider Trail Sandra Y.

Role Director

Type	Security	Shares	Price	Value
Exercise	Option to Purchase Common Stock [2023 Grant]	3,140	$0.00	$0.00
Exercise	Shares of Common Stock	3,140	$55.75	$175K
holding	Option to Purchase Common Stock [2024 Grant]	--	--	--
holding	Option to Purchase Common Stock [2025 Grant]	--	--	--
holding	Option to Purchase Common Stock [2026 Grant]	--	--	--

Holdings After Transaction: Option to Purchase Common Stock [2023 Grant] — 4,360 shares (Direct); Shares of Common Stock — 10,640 shares (Direct); Option to Purchase Common Stock [2024 Grant] — 7,500 shares (Direct); Option to Purchase Common Stock [2025 Grant] — 7,500 shares (Direct); Option to Purchase Common Stock [2026 Grant] — 7,500 shares (Direct)

Footnotes (1)

1. F1. These stock options were granted pursant to the 2020 Obmnibus Equity Incentive Plan on May 4, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

Key Figures

Shares acquired via option exercise: 3,140 shares Exercise price: $55.75/share Direct holdings after exercise: 10,640 shares +4 more

7 metrics

Shares acquired via option exercise 3,140 shares Exercised on May 6, 2026 at $55.75 per share

Exercise price $55.75/share Option exercise into common stock on May 6, 2026

Direct holdings after exercise 10,640 shares Common stock owned directly following the reported transaction

Remaining 2023 options 4,360 options Stock options to purchase common stock [2023 Grant]

2024 option grant 7,500 underlying shares at $96.03 Option to Purchase Common Stock [2024 Grant], expiring 2029

2025 option grant 7,500 underlying shares at $94.66 Option to Purchase Common Stock [2025 Grant], expiring 2030

2026 option grant 7,500 underlying shares at $171.42 Option to Purchase Common Stock [2026 Grant], expiring 2031

Key Terms

Omnibus Equity Incentive Plan, Section 16(b), Rule 16b-3(d), derivative security, +1 more

5 terms

Omnibus Equity Incentive Plan financial

"These stock options were granted pursant to the 2020 Obmnibus Equity Incentive Plan"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

Section 16(b) regulatory

"The grant and exercise of these stock options are exempt from Section 16(b)"

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

"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.

derivative security financial

"transaction_action: derivative exercise/conversion; transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

exercise price financial

"exercisePrice: 171.4200; exercisePrice: 94.6600; exercisePrice: 96.0300"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/08/2026 - 04:12 PM Learn about SEC filing dates

FAQ

What did NHC director Sandra Y. Trail do in this Form 4 filing?

Sandra Y. Trail exercised stock options to acquire 3,140 shares of NATIONAL HEALTHCARE CORP common stock. The options had an exercise price of $55.75 per share, and after the transaction she directly owns 10,640 shares, with no same-day sale reported.

How many NATIONAL HEALTHCARE CORP shares does Sandra Y. Trail hold after this transaction?

After exercising options, Sandra Y. Trail directly holds 10,640 shares of NATIONAL HEALTHCARE CORP common stock. This figure reflects her position following the May 6, 2026 option exercise disclosed, and it excludes additional exposure through her remaining unexercised stock options.

What stock options did Sandra Y. Trail exercise in the NHC Form 4?

Trail exercised stock options tied to 3,140 underlying shares of NATIONAL HEALTHCARE CORP common stock at an exercise price of $55.75 per share. The transaction is coded as an option exercise (derivative conversion), not an open-market purchase or sale of existing shares.

What option grants does Sandra Y. Trail still hold in NATIONAL HEALTHCARE CORP?

Trail continues to hold several option grants, including a 2023 grant with 4,360 options remaining. She also has 2024, 2025, and 2026 option grants, each linked to 7,500 underlying shares, with exercise prices between $94.66 and $171.42 and expirations from 2029 to 2031.

Are Sandra Y. Trail’s NHC option transactions considered compensation-related?

Yes. The filing states these stock options were granted under NHC’s 2020 Omnibus Equity Incentive Plan. It also notes that the grant and exercise are exempt from Section 16(b) under Rule 16b-3(d), indicating they are standard compensation-related equity awards.

Did Sandra Y. Trail sell any NATIONAL HEALTHCARE CORP shares in this Form 4?

The Form 4 shows an option exercise to acquire 3,140 shares, with no sale transactions reported. Her total direct holdings increased to 10,640 shares, and there is no separate sale code such as “S” or tax-withholding disposition reported in this excerpt.

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^*

Trail Sandra Y.

(Last) (First) (Middle)

107 N. MAPLE STREET

(Street)

MURFREESBORO TENNESSEE 37129

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/06/2026		M		3,140(1)	A	$55.75	10,640	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 [2023 Grant]	$55.75	05/06/2026		M			3,140(1)	05/04/2024	05/03/2028	Common Stock	7,500	$0	4,360	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
Option to Purchase Common Stock [2026 Grant]	$171.42							05/07/2027	05/06/2031	Common Stock	7,500		7,500	D

Explanation of Responses:

1. These stock options were granted pursant to the 2020 Obmnibus Equity Incentive Plan on May 4, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ Sandra Trail	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)