NRC Health SEC filings document an operating company that provides healthcare experience improvement and healthcare experience management solutions under the NRC ticker on Nasdaq. Its current filings include 8-K reports for quarterly financial and operating results, Regulation FD updates on Total Recurring Contract Value, and exhibits containing company press releases.
The filing record also covers governance and capital-structure matters, including the completed corporate name change from National Research Corporation to NRC Health, charter and bylaw amendments, board declassification, executive officer appointments and compensation arrangements, equity award terms, proxy disclosures, director elections, executive compensation, and common-stock matters.
NRC Health is registering 14,524,566 shares of Common Stock for resale by selling shareholders under Prospectus Supplement No. 3 dated May 13, 2026.
The supplement updates the Selling Shareholders table to reflect estate planning transactions and prior sales and lists per‑holder quantities. Shares outstanding were 22,536,696 as of April 30, 2026.
NRC Health is asking stockholders to vote at its virtual annual meeting on June 23, 2026 to elect seven directors, ratify KPMG LLP as auditor for 2026, and approve a non-binding say‑on‑pay resolution for its named executive officers.
Stockholders are also asked to approve three charter amendments: removing certain supermajority voting requirements, eliminating restrictions on removing directors only for cause, and reducing the stockholder written‑consent threshold from unanimity to the voting power needed if the action were taken at a meeting. The proxy details 2025 leadership transitions, including Trent Green becoming CEO, and discloses 2025 CEO pay of $11.96 million, a CEO pay ratio of 165:1, and significant equity and cash awards tied to refreshed strategy and leadership changes.
NRC Health’s first quarter of 2026 showed modest revenue growth but sharply lower profits. Revenue for the three months ended March 31, 2026 was $34.8 million, up 4% from $33.6 million a year earlier, driven by higher subscription-based services to existing and new customers.
Profitability weakened meaningfully. Net income fell to $3.2 million from $5.8 million, and operating income dropped 35% as the operating margin compressed from 26% to 16%, mainly due to higher stock-based compensation tied to executive leadership and additional executive salary and technology investments.
Key metrics and outlook signals were mixed. Total Recurring Contract Value rose 13% to $152.1 million, and free cash flow improved to $5.3 million. However, the board approved amendments to 2025 executive equity awards and related tax bonuses expected to add about $9.4 million of expense in the second quarter of 2026 and increase the effective tax rate for the remainder of 2026.
NRC Health filed a definitive proxy statement seeking votes for its 2026 Annual Meeting of Stockholders to be held virtually on June 23, 2026. The record date for voting is April 24, 2026 and there were 22,536,696 shares of Common Stock outstanding on that date.
Matters submitted for vote include the election of seven directors, ratification of KPMG LLP as independent auditors, a non-binding advisory vote on Named Executive Officer compensation, and three proposed amendments to the certificate of incorporation addressing supermajority voting, removal of directors without cause, and the voting requirement for stockholder action by written consent. The Board also effected declassification of the Board on April 15, 2026, making all directors elected annually.
NRC Health filed Amendment No. 1 to its 2025 annual report to add Part III information on directors, executive compensation, ownership, and auditor fees, and to provide updated CEO/CFO certifications. No new financial statements were included.
The filing details a leadership transition with Trent Green as CEO from June 1, 2025 and Shane Harrison as CFO from September 25, 2025, along with promotions for several executives. It shows heavy use of one-time equity and cash bonuses in 2025, including $6,755,000 in stock awards and $4,503,333 in bonuses for the CEO and sizable restricted stock grants to other officers, plus a 2025 CEO pay ratio of 137 to 1.
NRC Health amended previously granted stock awards for its CEO and two executive vice presidents and approved related cash bonuses to restore the originally intended fully vested ownership and tax treatment. The Committee removed the company’s right to repurchase shares for $1.00 upon certain terminations within three years and granted cash bonuses of approximately $1.9 million to Trent Green and $0.5 million each to Helen Hrdy and Andrew Monich to cover estimated tax obligations tied to the amended awards and bonuses. These changes are expected to create approximately $9.4 million of expense in the second quarter of 2026, including about $6.5 million of non-cash accelerated equity compensation expense and about $2.9 million of cash bonus expense, and to affect the company’s effective tax rate for 2026 while eliminating these awards’ impact on future periods.
NRC Health reported first-quarter 2026 results with revenue of $34.8 million, up from $33.6 million a year earlier, marking its first year-over-year revenue growth since 2023. Net income declined to $3.2 million from $5.8 million, and diluted earnings per share fell to $0.14 from $0.25.
Total Recurring Contract Value rose 13% year-over-year to $152.1 million, and cash flow from operations increased 8% to $7.2 million, driving free cash flow of $5.3 million. The company highlighted signing the largest deal in its 45-year history and declared a quarterly dividend of $0.16 per share, payable July 10, 2026, to shareholders of record on June 26, 2026.
NRC Health filed an 8-K describing several governance and corporate changes approved on April 15, 2026. The company formally changed its legal name from National Research Corporation to NRC Health via a certificate of amendment filed in Delaware, while keeping its NASDAQ ticker symbol “NRC.”
The Board adopted amended and restated bylaws that declassify the Board of Directors, so all seven directors will stand for election annually starting at the June 23, 2026 Annual Meeting, with incumbent directors submitting resignations effective immediately prior to that vote. The bylaws also cap the Board at 12 directors, formally recognize the Chair role, and update shareholder meeting and nomination procedures. Additionally, the Compensation and Talent Committee amended Shane Harrison’s September 29, 2025 equity award of 172,000 restricted shares to allow voting and dividends on unvested shares.
National Research Corporation’s major holders updated their ownership disclosure. Common Property Trust reports beneficial ownership of 8,609,601 shares of common stock, or 37.9% of the company, while Patrick E. Beans reports beneficial ownership of 10,575,634 shares, or 46.5%, based on 22,746,397 shares outstanding.
The amendment records founder and chairman Michael D. Hays as beneficial owner of 847,299 shares, or 3.7%. It also notes that Hays has relinquished his right to reacquire 582,688 shares held by certain irrevocable family trusts and, as of March 23, 2026, is no longer a beneficial owner of more than 5% of the common stock, excluding specified trust and entity holdings he disclaims.