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NATIONAL HEALTHCARE CORP·4

May 18, 4:46 PM ET

Flatt Stephen Fowler 4

4 · NATIONAL HEALTHCARE CORP · Filed May 18, 2026

Research Summary

AI-generated summary of this filing

Updated

NHC (National Healthcare) CEO Stephen Flatt Exercises Options; Shares Withheld

What Happened
Stephen Fowler Flatt, CEO and director of National Healthcare Corp (NHC), exercised stock options on May 14, 2026. He exercised 5,000 options with a $94.10 strike and 1,000 options with a $90.62 strike (total strike amount = $561,120). The company withheld 4,492 of the newly issued shares at a market price of $197.96 (value ~$889,236) to cover the exercise price and withholding taxes. Net new shares retained by Flatt after withholding = 1,508. The exercise entries also show the related options were converted/cancelled.

Key Details

  • Transaction date: May 14, 2026; Form filed May 18, 2026 (timely filing).
  • Option exercises (code M): 5,000 shares @ $94.10 (value $470,500) and 1,000 shares @ $90.62 (value $90,620).
  • Withholding (code F): 4,492 shares withheld at $197.96/share to pay exercise price/taxes = $889,236.
  • Net shares added to beneficial ownership: 6,000 − 4,492 = 1,508 shares.
  • Footnotes: options were granted under the 2020 Omnibus Equity Incentive Plan (grants dated Mar 5, 2024 and Feb 24, 2025) and are exempt from Section 16(b) under Rule 16b-3(d). Footnote indicates shares were withheld to pay exercise price and tax obligations.
  • Shares beneficially owned after the transactions were not specified in the information provided.

Context

  • This was an options exercise with net-share settlement (company withheld shares to cover costs/taxes), not an open-market sale or purchase. Such withholding is a routine way to satisfy exercise and tax obligations and does not necessarily signal a deliberate buy/sell decision in the market.
  • The filing shows the options were converted/cancelled upon exercise (derivative securities extinguished).

Insider Transaction Report

Form 4
Period: 2026-05-14
NATIONAL HEALTHCARE CORPNHC
Flatt Stephen Fowler
DirectorCEO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-14$94.10/sh+5,000$470,500→ 70,505 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-05-14$90.62/sh+1,000$90,620→ 71,505 total
  • Tax Payment

    Common Stock

    [F3][F4]
    2026-05-14$197.96/sh−4,492$889,236→ 67,013 total
  • Exercise/Conversion

    Option to Purchase Common Stock

    [F1]
    2026-05-14−5,000→ 5,000 total
    Exercise: $94.10From: 2025-03-05Exp: 2029-03-05→ Common Stock (10,000 underlying)
  • Exercise/Conversion

    Option to Purchase Common Stock

    [F2]
    2026-05-14−1,000→ 12,000 total
    Exercise: $90.62From: 2026-02-28Exp: 2030-02-28→ Common Stock (13,000 underlying)
Holdings

  • Option to Purchase Common Stock

    Exercise: $53.94From: 2024-03-08Exp: 2028-03-08→ Common Stock (4,294 underlying)
    4,294

  • Option to Purchase Common Stock

    Exercise: $157.13From: 2027-02-23Exp: 2031-02-23→ Common Stock (20,000 underlying)
    20,000
Footnotes (4)
  • [F1]These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 5, 2024. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).
  • [F2]These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on February 24, 2025. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).
  • [F3]Shares were withheld by the Company to pay the exercise price and withholding tax obligations.
  • [F4]Total amount of shares beneficially owned following transactions reported on this form.
Signature
/s/ Stephen Flatt|2026-05-18

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4