NRC HEALTH 8-K

What Happened

• On April 27, 2026, NRC Health’s Compensation and Talent Committee approved amendments to previously granted equity awards for CEO Trent Green and EVPs Helen Hrdy and Andrew Monich. The amended awards remove the Company’s prior right to repurchase the shares for $1.00 if an executive was terminated for cause or resigned for good reason before the third anniversary of the grant.
• The specific grants amended were 500,000 shares to Trent Green (granted June 1, 2025) and 100,000 shares each to Helen Hrdy and Andrew Monich (both granted April 7, 2025). To cover estimated tax liabilities tied to treating the awards as vested, the Committee approved cash bonuses of approximately $1.9 million for Mr. Green and approximately $0.5 million each for Ms. Hrdy and Mr. Monich.

Key Details

• Committee approval date: April 27, 2026; 8-K filed April 28, 2026.
• Expected one-time expense in Q2 2026: about $9.4 million total — roughly $6.5 million of non-cash accelerated equity compensation expense and about $2.9 million of cash bonus expense.
• The $6.5M acceleration largely represents equity expense that otherwise would have been recognized ratably through Q2 2028.
• The Company said the non-deductibility of these amounts is expected to affect its effective tax rate for Q2 and the remainder of 2026.

Why It Matters

• For investors, this is a one-time charge that will reduce reported earnings in Q2 2026 (≈$9.4M) but removes related expense from future quarters by accelerating recognition now.
• The change aligns executive ownership economics with other shareholders by eliminating the repurchase right and making the awards effectively fully vested for operational purposes, while the cash bonuses address the executives’ tax exposure.
• The filing does not report any executive departures or new director elections — it focuses on award amendments and associated compensation accounting and tax effects.