NATIONAL HEALTHCARE CORP 8-K

What Happened

• National HealthCare Corporation (NHC) announced that, effective February 12, 2026, its Board increased from seven to nine directors and unanimously appointed Dr. David Gifford and Andrew (Andy) Adams to fill the two new seats.
• Andrew Adams will serve as a Class 1 director and is expected to be a nominee for a three‑year term at the Company’s 2026 Annual Meeting. Dr. David Gifford will serve as a Class 2 director and is intended to be a nominee for a three‑year term at the 2027 Annual Meeting.
• The Board determined both appointees to be independent under Section 803 of the NYSE American Company Guide.

Key Details

• Effective date of appointments: February 12, 2026; Board size increased to nine directors.
• Dr. David Gifford: geriatrician, former senior leader at AHCA/NCAL (led Quality, Regulatory, Research and Provider Network teams), Brown University faculty, co‑author of LTC Success.
• Andrew Adams: former administrator of AdamsPlace (289 beds/units), president of a multi‑location financial services company (expanded from 9 to 20 locations), nephew of Board Chairman Robert Adams and grandson of founder Dr. Carl Adams.
• Committee assignments: Dr. Gifford to the Nominating & Corporate Governance Committee; Mr. Adams to the Compensation Committee.
• Compensation/agreements: both eligible for the Company’s non‑employee director compensation (per 2025 proxy); 2026 stock options will vest when granted; each will sign the standard director & officer indemnification agreement.

Why It Matters

• These additions expand NHC’s boardroom expertise in geriatric care, public health policy, long‑term care operations, and business expansion—areas directly related to NHC’s senior‑care operations.
• The Board’s independence determination and committee placements indicate these are governance hires intended to strengthen oversight rather than executive management changes. Investors should note the family ties of Andrew Adams (Chairman’s nephew and founder’s grandson) are disclosed but the Board has classified him as independent.