Shelly Timothy J. 4

What Happened

• Timothy J. Shelly, Senior Vice President of Operations at National Healthcare Corp (NHC), exercised stock options on March 4, 2026. He acquired 6,334 common shares by exercising two option blocks (2,667 shares and 3,667 shares), paying about $583,269 in exercise price.
• To satisfy withholding/tax obligations, the company withheld 4,481 shares (valued at $172.83 each, total ~$774,451). Net shares added to Shelly’s holdings after the transaction: 1,853 shares.
• This is an option exercise (code M) with a portion of shares withheld to cover taxes/exercise costs (code F), a common administrative outcome rather than an open-market sale.

Key Details

• Transaction date: March 4, 2026 (filed with the SEC on March 6, 2026).
• Option exercises: 2,667 shares @ $94.10 = $250,965; 3,667 shares @ $90.62 = $332,304 (total exercise cost ≈ $583,269).
• Withholding/disposition: 4,481 shares withheld @ $172.83 = $774,451 to cover exercise price/taxes.
• Net new shares retained by insider: 6,334 acquired − 4,481 withheld = 1,853 net shares.
• Footnotes: Options were granted under the 2020 Omnibus Equity Incentive Plan (grants from 3/5/2024 and 2/24/2025) and exempt from Section 16(b) under Rule 16b‑3(d) (F1, F2). F3 notes the share withholding for taxes; F4 refers to total post-transaction beneficial ownership (amount not provided here).
• Filing timing: Reported on March 6 for a March 4 transaction (within the common 2-business-day Form 4 filing window).

Context

• This was an options exercise with a cashless-like feature: shares were issued on exercise and a portion immediately withheld to cover taxes and exercise costs. That withheld-shares step is administrative and common.
• Exercises increase an insider’s share count when shares are not fully withheld; here Shelly’s net holding rose by 1,853 shares. Such exercises reflect option vesting/exercise activity and are not, by themselves, a clear bullish or bearish signal.