NRC (NRC) EVP Jason Rau granted 60,000 restricted stock units

Rhea-AI Filing Summary

Rau Jason Russell reported acquisition or exercise transactions in this Form 4 filing.

National Research Corp Executive Vice President Jason Russell Rau received a grant of 60,000 shares of common stock. The shares were awarded at no cash cost to him and are structured as restricted stock under the National Research Corporation 2025 Omnibus Incentive Plan.

The restricted shares vest in three equal installments on January 1 of 2027, 2028, and 2029, subject to vesting, forfeiture, and termination provisions. Following this award, Rau holds 60,000 shares directly, reflecting a compensation-related equity grant rather than an open-market purchase.

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^*

Rau Jason Russell

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		A(1)		60,000(1)	A	$0	60,000	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

Explanation of Responses:

1. Represents restricted shares of common stock issued under the National Research Corporation 2025 Omnibus Incentive Plan. Subject to certain vesting, forfeiture, and termination provisions, the restricted shares vest in three equal installments on the following dates: (i) January 1, 2027, and (ii) January 1, 2028, and January 1, 2029.

	/s/ Jason Russell Rau, by Cody Kofoid, attorney-in-fact, pursuant to a POA previously filed with the SEC	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did NRC executive Jason Rau report on this Form 4?

Jason Rau, an Executive Vice President at NRC, reported receiving a grant of 60,000 restricted common shares. The shares were issued under the company’s 2025 Omnibus Incentive Plan as equity-based compensation, rather than through an open-market stock purchase.

How many NRC shares did Jason Rau acquire in this transaction?

Jason Rau acquired 60,000 shares of National Research Corp common stock. These are restricted shares granted as compensation, not purchased in the market, and they bring his directly held position to 60,000 shares following the reported transaction.

At what price were Jason Rau’s NRC shares granted?

The 60,000 NRC shares granted to Jason Rau had a reported price of $0.00 per share. This indicates a compensation-related stock award, where shares are issued without a cash payment, subject to vesting and other plan conditions.

When do Jason Rau’s NRC restricted shares vest?

Jason Rau’s 60,000 restricted NRC shares vest in three equal installments on January 1, 2027, January 1, 2028, and January 1, 2029. Vesting remains subject to specified vesting, forfeiture, and termination provisions under the 2025 Omnibus Incentive Plan.

What plan governs Jason Rau’s NRC stock grant?

The restricted stock grant to Jason Rau is issued under the National Research Corporation 2025 Omnibus Incentive Plan. This plan provides the framework for equity awards, including vesting schedules, forfeiture rules, and other conditions tied to the granted shares.

Is Jason Rau’s NRC Form 4 transaction a market buy or a compensation award?

The Form 4 transaction is a compensation-related stock award, not a market purchase. The 60,000 restricted shares were granted at a reported price of $0.00 per share and will vest over time under the company’s 2025 Omnibus Incentive Plan.