NRC Health (NASDAQ: NRC) registers 14.5M shares for resale by holders

Rhea-AI Filing Summary

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.

Key Figures

Registered shares: 14,524,566 shares Shares outstanding: 22,536,696 shares Largest selling holder example: 4,755,317 shares +1 more

4 metrics

Registered shares 14,524,566 shares Prospectus Supplement No. 3 dated May 13, 2026

Shares outstanding 22,536,696 shares as of April 30, 2026

Largest selling holder example 4,755,317 shares Amandla LLC beneficially owned prior to offering (table)

Prospectus supplement date May 13, 2026 date of Prospectus Supplement No. 3

Key Terms

Selling Shareholders, Prospectus Supplement, Rule 424(b)(7)

3 terms

Selling Shareholders regulatory

"The following information is being provided to update the Selling Shareholders table"

Shareholders who are offering some or all of their shares for sale in a market transaction or as part of an offering; they can be founders, early investors, employees, or other holders deciding to convert ownership into cash. Investors care because selling shareholders can change the ownership mix, increase the number of shares available to trade, and signal insiders’ confidence or need for liquidity—like a large owner putting a big parcel on the market, which can affect price and voting control.

Prospectus Supplement regulatory

"This Prospectus Supplement No. 3 is being filed to amend and supplement information"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 424(b)(7) regulatory

"Filed Pursuant to Rule 424(b)(7) Registration No. 333-232534"

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

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Accepted by SEC EDGAR 05/13/2026 - 04:09 PM Learn about SEC filing dates

FAQ

How many shares is NRC (NRC) registering for resale in this supplement?

Answer: The supplement registers 14,524,566 shares of Common Stock for resale by selling shareholders. The supplement is dated May 13, 2026 and amends the Prospectus selling‑shareholder disclosure.

Who is offering the shares under NRC's prospectus supplement?

Answer: The shares are being offered by the listed selling shareholders and their donees, pledgees, transferees, or successors‑in‑interest. The table identifies each selling shareholder and the specific share amount they may offer.

What is the shares outstanding figure used to calculate percentages?

Answer: The percentage ownership is based on 22,536,696 shares outstanding as of April 30, 2026. The table shows post‑offering percent ownership assuming all registered shares are sold.

Does NRC state whether it will receive proceeds from these sales?

Answer: The supplement states these are shares offered by selling shareholders; it does not describe proceeds being paid to the company in this excerpt. The selling shareholders may sell none, some, or all of their listed shares.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-232534

PROSPECTUS SUPPLEMENT NO. 3

(To Prospectus dated July 3, 2019,

Prospectus Supplement No. 1 dated July 21, 2021, and

Prospectus Supplement No. 2 dated February 10, 2026)

NRC HEALTH

14,524,566 Shares of Common Stock Offered by Selling Shareholders

_____________________________

The following information amends and supplements information contained in the prospectus, dated July 3, 2019 as amended and supplemented by Prospectus Supplement No. 1 dated July 21, 2021 and Prospectus Supplement No. 2 dated February 10, 2026 (together, the “Prospectus”). This Prospectus Supplement No. 3 should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus, except to the extent that information that is presented herein supersedes the information contained in the Prospectus. This Prospectus Supplement No. 3 is not complete without, and may only be delivered or utilized in connection with, the Prospectus, including any amendments or supplements thereto.

Our Common Stock is listed on the NASDAQ Global Select Market under the symbol “NRC.”

_____________________________

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 4 of the Prospectus.

_____________________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement.  Any representation to the contrary is a criminal offense.

_____________________________

The date of this prospectus supplement is May 13, 2026.

ABOUT THIS PROSPECTUS SUPPLEMENT

This Prospectus Supplement No. 3 is being filed to amend and supplement information that appears under the caption “Selling Shareholders” in the Prospectus. Capitalized terms that are not defined in this Prospectus Supplement No. 3 are defined in the Prospectus.

SELLING SHAREHOLDERS

The following information is being provided to update the Selling Shareholders table in the Prospectus to reflect various estate planning transactions and prior sales under the Prospectus.

The following table sets forth information as of May 13, 2026 with respect to the number of shares of our Common Stock beneficially owned by each selling shareholder prior to this offering, the number of shares that may be offered for sale by each selling shareholder by the Prospectus and the number of shares that each selling shareholder would have following the sale of all of the shares of Common Stock offered by the selling shareholders under the Prospectus. Only those selling shareholders listed below, or their donees, pledgees, transferees, or successors-in-interest, may offer and sell the Common Stock pursuant to the Prospectus. The selling shareholders may offer for sale pursuant to the Prospectus from time to time none, some or all of the shares of our Common Stock listed below. Accordingly, the numbers of shares shown in the following table as beneficially owned after the offering are only estimates, based on the assumption that all of the shares offered by the selling shareholders under the Prospectus will be sold. In the past three years, none of the selling shareholders has had any material relationship with the Company or any of its predecessors or affiliates.

The percentage ownership data is based on 22,536,696 shares of Common Stock outstanding as of April 30, 2026.

The Company has prepared the table below based on information given to the Company by, or on behalf of, the selling shareholders on or before the date of Prospectus Supplement No. 3.

Selling Shareholder	Shares of Common Stock Beneficially Owned Prior to Offering	Shares of Common Stock Being Offered	Shares of Common Stock to be Beneficially Owned After Offering	Percent of Common Stock to be Beneficially Owned After Offering
Amandla LLC	4,755,317	4,755,317	0	0.0%
Common Property Trust LLC	3,854,284	3,854,284	0	0.0%
Kailey P. Rinaker 2026 Irrevocable Trust	13,280	13,280	0	0.0%
Ian G. Rinaker 2026 Irrevocable Trust	19,139	19,139	0	0.0%
Elissa C.G. Hunt 2026 Irrevocable Trust	19,139	19,139	0	0.0%
Nicole J. W. Requena Irrevocable Trust dated February 8, 2010	87,762	87,762	0	0.0%
Hannah L. McMahon Irrevocable Trust dated February 8, 2010	62,018	62,018	0	0.0%
Scott Oliver Irrevocable Trust dated February 8, 2010	67,258	67,258	0	0.0%
Mark Oliver 2026 Irrevocable Trust	65,597	65,597	0	0.0%
Cynthe Dumler 2026 Irrevocable Trust	77,000	77,000	0	0.0%
Tyler J. Vanderzee Irrevocable Trust dated February 8, 2010	109,569	109,569	0	0.0%
Ashley E. Rinaker 2026 Irrevocable Trust	597,475	597,475	0	0.0%
Morgan P. McMahon Irrevocable Trust dated February 8, 2010	96,954	96,954	0	0.0%
Thomas Hays 2026 Irrevocable Trust	77,000	77,000	0	0.0%
Thomas Hays Irrevocable Trust dated December 28, 1999	47,110	47,110	0	0.0%
Foundation for Tomorrow	19,085	19,085	0	0.0%
Kaye and Steven McMahon 2012 Irrevocable Trust	78,575	78,575	0	0.0%
Burr Oak Mark Oliver LLC	81,672	81,672	0	0.0%
Burr Oak Scott Oliver LLC	81,672	81,672	0	0.0%
Burr Oak Cynthe Dumler LLC	11,667	11,667	0	0.0%
Burr Oak Ashley Rinaker LLC	27,613	27,613	0	0.0%
Burr Oak MK LLC	110,005	110,005	0	0.0%
Harbor of Dreams, Inc.	259,100	259,100	0	0.0%