Flatt Stephen Fowler 4

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).