NHC insider option exercises and share withholding reported

Rhea-AI Filing Summary

National HealthCare Corp. (NHC) President & COO Michael Ussery reported Form 4 transactions on 11/11/2025. He exercised 4,500 stock options at $53.94 and another 4,500 at $94.10. To cover the exercise price and withholding taxes, the company withheld 1,705 shares and 3,720 shares at $132.20.

After these transactions, he directly beneficially owned 161,523 shares. Remaining option holdings include 4,500 options at $53.94 expiring 03/08/2028, 9,000 options at $94.10 expiring 03/05/2029, and 15,000 options at $90.62 expiring 02/24/2030.

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^*

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)
11/11/2025

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	11/11/2025		M		4,500(1)	A	$53.94	162,448	D
Common Stock	11/11/2025		F		1,705(3)	D	$132.2	160,743	D
Common Stock	11/11/2025		M		4,500(2)	A	$94.1	165,243	D
Common Stock	11/11/2025		F		3,720(3)	D	$132.2	161,523(4)	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	11/11/2025		M			4,500(1)	03/08/2024	03/08/2028	Common Stock	9,000	$0	4,500	D
Option to Purchase Common Stock	$94.1	11/11/2025		M			4,500(2)	03/05/2025	03/05/2029	Common Stock	13,500	$0	9,000	D
Option to Purchase Common Stock	$90.62							02/24/2026	02/24/2030	Common Stock	15,000		15,000	D

Explanation of Responses:

1. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 8, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

2. These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 5, 2024. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

3. Shares were withheld by the Company to pay the exercise price and withholding tax obligations.

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

	/s/ Michael Ussery	11/13/2025
	** 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 (NHC) report?

The President & COO exercised 4,500 options at $53.94 and 4,500 at $94.10 on 11/11/2025.

How many shares were withheld in the NHC Form 4 filing and why?

Shares withheld totaled 1,705 and 3,720 at $132.20 to cover the exercise price and withholding taxes.

How many NHC shares does the insider own after the transactions?

He directly beneficially owned 161,523 shares following the reported transactions.

What NHC options remain outstanding for the insider?

4,500 options at $53.94 expiring 03/08/2028, 9,000 at $94.10 expiring 03/05/2029, and 15,000 at $90.62 expiring 02/24/2030.

Who is the reporting person in the NHC Form 4?

Michael Ussery, President & COO of National HealthCare Corp.

What was the date of the NHC insider transactions?

All transactions occurred on 11/11/2025.