National Research Corp (NRC) chair Michael Hays exercises option for 9,145 shares

Rhea-AI Filing Summary

National Research Corp Chairman and director Michael D. Hays reported an insider equity transaction. On January 5, 2026, he exercised an employee stock option to acquire 9,145 shares of common stock at $15.23 per share, increasing his directly held common stock to 20,154 shares after the transaction. The option covered 9,145 underlying shares and shows no remaining derivative balance.

The filing also reports 76,095 shares of common stock as indirectly owned by his spouse. Hays includes a footnote stating that he disclaims beneficial ownership of those indirectly held shares, clarifying how they are attributed for reporting purposes.

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

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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^*

Hays Michael D.

(Last) (First) (Middle)

C/O NATIONAL RESEARCH CORP

1245 Q STREET

(Street)

LINCOLN NE 68508

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL RESEARCH CORP [ NRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		M		9,145	A	$15.23	20,154	D
Common Stock								76,095	I	By Spouse(1)

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
Employee Stock Option (right to buy)	$15.23	01/05/2026		M			9,145	01/05/2021	01/05/2026	Common Stock	9,145	$0	0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares.

	/s/ Michael D. Hays, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	01/07/2026
	** 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.

FAQ

What insider transaction did Michael D. Hays report for NRC?

Michael D. Hays reported exercising an employee stock option on January 5, 2026 to acquire 9,145 shares of National Research Corp common stock at an exercise price of $15.23 per share.

How many NRC shares does Michael D. Hays own directly after this Form 4?

Following the reported option exercise, Michael D. Hays directly owns 20,154 shares of National Research Corp common stock.

What happened to the employee stock option reported in the NRC Form 4?

The employee stock option with an exercise price of $15.23 covering 9,145 underlying shares was exercised on January 5, 2026, leaving 0 derivative securities of that grant beneficially owned afterward.

Are there any indirectly owned NRC shares associated with Michael D. Hays?

Yes. The filing reports 76,095 shares of National Research Corp common stock as held indirectly by his spouse, with a footnote stating Hays disclaims beneficial ownership of these shares.

What is Michael D. Hays’ role at National Research Corp?

Michael D. Hays is reported as both a director and an officer of National Research Corp, serving as Chairman.

Does this NRC Form 4 involve a planned Rule 10b5-1 trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1(c) trading plan, but the excerpt does not show it as marked, so the exercise is simply reported as a transaction on January 5, 2026.