National Health SEC Filings

National HealthCare Corporation announced board and leadership updates. On November 6, 2025, the Board appointed Dr. Lisa Piercey as a Class 1 independent director and named her to the Audit Committee. She will be a nominee for a three‑year term at the 2026 Annual Meeting and will receive standard non‑employee director compensation. She will also enter into the company’s standard director and officer indemnification agreement.

The company confirmed succession steps tied to the previously announced retirement of President and COO R. Michael Ussery effective December 31, 2025. CEO Stephen F. Flatt will also serve as President upon Mr. Ussery’s retirement, with no compensation changes approved at this time. Timothy J. Shelly, SVP Operations, will assume the role of principal operating officer following the retirement. A press release regarding the new director was furnished as Exhibit 99.1.

National HealthCare Corporation (NHC) filed an 8-K under “Other Events” disclosing that the company issued a press release on November 6, 2025 announcing its quarterly common dividend. The press release is furnished as Exhibit 99.1 and incorporated by reference.

The filing also notes that NHC’s common stock trades on the NYSE American under the symbol NHC. Investors can review dividend specifics in the attached Exhibit 99.1.

National HealthCare Corporation (NHC) furnished an 8-K to announce it issued a press release covering its earnings for the period ended September 30, 2025. The full press release is provided as Exhibit 99.1, with the cover page Inline XBRL embedded as Exhibit 104. NHC’s common stock trades on the NYSE American under the symbol NHC.

National HealthCare Corporation (NHC) reported higher third‑quarter revenue and solid cash generation. Net operating revenues were $382.7 million, up from $340.2 million a year ago, driven by inpatient services ($331.3 million) and homecare and hospice ($39.6 million). Net income attributable to NHC was $39.2 million versus $42.8 million last year; diluted EPS was $2.50 compared with $2.73. Results included $20.8 million of unrealized gains on marketable equity securities.

For the first nine months, revenue was $1.13 billion versus $938.0 million last year, with operating income rising to $95.2 million from $61.0 million. Operating cash flow reached $168.3 million, supporting debt reduction to $73.1 million from $137.0 million and higher cash of $130.6 million versus $76.1 million at year‑end. The company repurchased 88,738 shares for $9.6 million year‑to‑date and declared dividends of $0.64 per share in the quarter ($1.89 year‑to‑date). Shares outstanding were 15,515,110 as of September 30, 2025, and 15,515,253 as of November 3, 2025.

BlackRock, Inc. filed a Schedule 13G/A (Amendment No. 7) disclosing beneficial ownership of 1,800,345 shares of National Healthcare Corp (NHC) common stock, representing 11.6% of the class as of the event date 09/30/2025.

BlackRock reports sole voting power over 1,770,601 shares and sole dispositive power over 1,800,345 shares. The filing certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control. Item 6 notes various persons have rights to dividends or sale proceeds from these securities, and no single person’s interest exceeds five percent of total outstanding common shares.

National Healthcare Corporation (NHC) disclosed that R. Michael Ussery, its President and Chief Operating Officer, informed the company on September 23, 2025 that he will retire effective December 31, 2025. Mr. Ussery has been with NHC since 1980 and has held roles including Senior Vice President-Operations, Senior Vice President-Central Region, Regional Vice President and multiple facility Administrator positions; he was named Administrator of the Year in 1989. He became Chief Operating Officer on January 1, 2009 and was appointed President on January 1, 2017, and will continue serving in both roles through his retirement. The company furnished a press release dated September 26, 2025 as Exhibit 99.1.

Robert G. Adams, a director of National HealthCare Corp (NHC), exercised options and acquired shares on 09/19/2025. He exercised 4,500 options from a 2021 grant at an exercise price of $71.64, resulting in the acquisition of 4,500 shares reported as an acquisition at $71.64 per share.

The filing shows Mr. Adams beneficially owns 13,579 shares following the transaction through a trust and holds indirect interests through a partnership position of 430,341 shares as general partner. The report also lists outstanding options granted in 2022, 2023, 2024 and 2025, each for 7,500 shares, with varying exercise prices and expiration dates.

National HealthCare Corporation's tenant subsidiary has been notified by its landlord, National Health Investors, Inc., of alleged non-compliance with four non-monetary provisions of a Master Lease covering 35 facilities. The landlord's September 8, 2025 letter asserts a default and invoked the lease cure provisions, giving the tenant thirty days to cure or risk an Event of Default. The tenant disputes that the alleged matters constitute defaults, says it has proceeded with reasonable diligence to address any issues, and is negotiating with the landlord. The Master Lease currently runs through December 31, 2026, with two five-year renewal options and a right of first refusal to purchase leased properties; termination that removes renewal rights could have a material adverse effect on NHC's financial condition.

Stephen Flatt, CEO and director of National Healthcare Corp. (NHC), reported multiple equity transactions on 08/22/2025. He exercised stock options and acquired 4,000 shares in two option exercises at strike prices of $53.94 and $94.10, and the filings show withholding of 3,146 shares to cover exercise costs and taxes at an effective price of $114.82 per share. After these transactions, Flatt beneficially owns between 59,393 and 61,393 common shares depending on the line item referenced. The exercises relate to grants from the 2020 Omnibus Equity Incentive Plan dated March 8, 2023 and March 5, 2024.