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National Research Corp (NRC): Director stock option grant reported. A Form 4 shows Donald M. Berwick, a director, was granted 22,625 stock options on 10/17/2025 under the Issuer's 2025 Omnibus Incentive Plan for participating in two in-person meetings during 2025.
The options have an exercise price of $11.61 per share, became exercisable on 10/17/2025, and expire on 10/17/2035. The derivative acquisition price was listed as $0. Ownership is reported as Direct (D).
National Research Corporation appointed Shane Harrison as Executive Vice President and Chief Financial Officer effective on or about September 25, 2025. On that date Harrison will become the company's principal financial officer and Michael D. Hays will cease serving in that role. The Talent and Compensation Committee approved an annualized base salary of $400,000, a $100,000 cash signing bonus (subject to pro-rated return if Harrison departs before the first anniversary except for certain terminations), and a grant of 172,000 restricted shares that vest 25% after 90 days and 25% on each of the first three anniversaries thereafter. The equity award includes double-trigger vesting on a change in control plus a holding requirement to retain shares until their value equals at least two times his annual base salary. If terminated without cause or resigning for good reason, Harrison is entitled to one year of continued base salary. The filing states no related-party arrangements and includes a press release exhibit announcing the appointment.
National Research Corporation (NRC) Q2-25 10-Q highlights
- Revenue: Q2-25 fell 3% YoY to $34.0 m; 1H-25 down 4% to $67.6 m as subscription services (92% of total) softened.
- Profitability: Q2 operating income collapsed 82% to $1.6 m and the company posted a net loss of $0.1 m (-$0.01 EPS) versus $6.2 m profit a year ago, driven by $6.6 m one-time CEO & executive cash bonuses and higher stock-based comp. Operating margin shrank to 5% (25% prior year). 1H-25 net income was $5.7 m ($0.25 EPS), down 55%.
- Cash & leverage: Cash rose to $5.3 m (from $4.2 m), but operating cash flow plunged 71% to $5.5 m. Debt jumped to $81.4 m (vs. $48.5 m) after drawing on a new delayed-draw term loan; net leverage now 3.8× EBITDA (company must stay ≤3.5×).
- Equity & buybacks: Treasury share repurchases of $10.9 m plus the Q2 loss cut shareholders’ equity to $21.3 m (-32% YTD). 700 k restricted shares issued under new 2025 Omnibus Plan.
- Contract metrics: Total Recurring Contract Value (TRCV) declined 1% YoY to $137 m but improved sequentially for two quarters; retention rate +2 ppts.
- Tax impact: Effective tax rate spiked to 118% due to non-deductible executive pay.
- Leadership: Trent Green appointed CEO 1 Jun 25; former CEO became Chairman.
Management expects margins to recover once executive compensation normalizes but flagged higher interest expense as debt increases.