KIDD BRIAN F 4

What Happened
Brian F. Kidd, SVP and Chief Financial Officer of National Healthcare Corp (NHC), exercised stock options on March 4, 2026. He exercised 2,000 options at $53.94 (acquiring 2,000 shares for $107,880) and 4,000 options at $90.62 (acquiring 4,000 shares for $362,480), for a total cash exercise cost of $470,360. The company withheld 3,947 shares to satisfy the exercise price and withholding tax obligations (worth approximately $682,160). The underlying option positions (2,000 and 4,000-option grants) were converted/cancelled upon exercise.

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (period covered: 2026-03-04).
• Option exercises (code M): 2,000 shares @ $53.94 ($107,880) and 4,000 shares @ $90.62 ($362,480).
• Tax/exercise withholding (code F): 3,947 shares withheld @ $172.83 (~$682,160) to cover exercise price and taxes.
• The 2,000- and 4,000-share derivative disposals at $0.00 reflect the option conversion/cancellation upon exercise.
• Footnotes: options were granted under the 2020 Omnibus Equity Incentive Plan (grants dated Mar 8, 2023 and Feb 24, 2025) and are exempt from Section 16(b) under Rule 16b-3(d). Shares were withheld to pay exercise price and tax obligations (footnotes F1–F3).
• Shares beneficially owned after the transactions are reported on the filing (see footnote F4 on the Form 4).

Context
This was an option exercise with net/share-withheld settlement (company withheld shares to cover exercise cost and taxes), a common executive compensation action rather than an open-market buy or sell. Such exercises are typically routine and do not, by themselves, indicate a change in insider sentiment.