FLATT BEN ANDERSON SR 4

What Happened

• Ben Anderson Flatt Sr., Senior Vice President & Chief Investment Officer of National Healthcare Corp (NHC), exercised stock options on March 4, 2026. He exercised three option lots totaling 12,233 underlying shares: 3,733 shares at $53.94 (cost $201,358), 4,000 shares at $94.10 (cost $376,400), and 4,500 shares at $90.62 (cost $407,790) — total cash paid to exercise ≈ $985,548.
• To satisfy exercise price and withholding tax obligations, the company withheld 8,142 shares valued at $172.83 each (total ≈ $1,407,182). The filing shows the option conversions as derivative dispositions at $0.00 (standard reporting for conversion).

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely filing).
• Option exercises (code M): 3,733 @ $53.94; 4,000 @ $94.10; 4,500 @ $90.62.
• Withholding/tax payment (code F): 8,142 shares withheld @ $172.83 (≈ $1.41M).
• Net shares retained by insider (12,233 exercised − 8,142 withheld): 4,091 shares (based on reported transactions).
• Footnotes: Options were granted under the 2020 Omnibus Equity Incentive Plan on 3/8/2023, 3/5/2024, and 2/24/2025; grants/exercises are exempt from Section 16(b) under Rule 16b-3(d). F4 confirms shares were withheld to pay exercise price and taxes.
• Shares beneficially owned after the transactions are not shown in the excerpt of this filing.

Context

• This was an option exercise with shares withheld to cover taxes/exercise — a common cashless-style settlement used by insiders and not an open-market sale. Such transactions are generally routine and do not by themselves indicate the insider’s view of the company’s prospects.
• Reporting codes: M = option exercise/conversion; F = shares withheld for taxes/exercise.