Flatt Stephen Fowler 4

What Happened
Stephen Flatt, CEO and a director of National Healthcare Corp (NHC), exercised 5,000 stock options on 2026-03-02 by paying $90.62 per share (total cash paid $453,100). The company withheld 3,585 of the issued shares to cover tax obligations (withholding valued at $171.15 per share, ~$613,573). A conversion/derivative reporting line for 5,000 shares at $0.00 also appears on the Form 4 (reporting artifact). Net shares retained by Flatt from this transaction = 1,415 shares (5,000 acquired − 3,585 withheld). This was an option exercise (acquisition) rather than an open-market buy or sale.

Key Details

• Transaction date: 2026-03-02; Form filed: 2026-03-03 (timely filing).
• Exercise: 5,000 shares at $90.62 each; cash paid = $453,100.
• Tax withholding: 3,585 shares withheld at $171.15 each; value ≈ $613,573.
• Net shares added to Flatt’s holdings from this event: 1,415 shares.
• Footnotes: Options were granted under the 2020 Omnibus Equity Incentive Plan on 2025-02-24 and the grant/exercise is exempt from Section 16(b) under Rule 16b-3(d) (F1). Withheld shares were used to pay tax obligations (F2). The filing notes aggregate shares beneficially owned after the transaction (F3), but the numeric total is not shown on the summary lines of this filing.
• Transaction codes: M = option exercise/conversion; F = tax withholding.

Context
This was a typical option exercise with shares withheld to cover taxes (a form of cashless exercise/withholding). While exercises show the insider is receiving shares, tax-withholding sales are routine and do not necessarily indicate broader insider sentiment. Rule 16b-3(d) treatment means the transaction is exempt from short-swing profit recovery under Section 16(b).