FLATT BEN ANDERSON SR 4

What Happened
Flatt Ben Anderson Sr, Senior Vice President & Chief Investment Officer of National Healthcare Corp (NHC), exercised 4,000 stock options on 2026-05-22, acquiring 4,000 shares at an exercise price/value of $94.10 per share (total value $376,400). To satisfy exercise price and withholding tax obligations, 2,739 shares were withheld/disposed by the company at an indicated price of $196.00 per share (proceeds/value $536,844). The filing also reports the option-to-stock conversion (derivative) associated with the exercise.

Key Details

• Transaction date: 2026-05-22; Form filed: 2026-05-27.
• Option exercise: 4,000 shares acquired @ $94.10 = $376,400.
• Withheld/disposed shares for taxes/exercise: 2,739 shares @ $196.00 = $536,844 (reported as tax/exercise withholding).
• Derivative conversion reported: 4,000 shares (exercise) shown at $0.00 as the derivative conversion event.
• Footnotes:
  • F1: Options were granted under the 2020 Omnibus Equity Incentive Plan (grant/exercise exempt from Section 16(b) under Rule 16b-3(d)).
  • F2: Shares were withheld by the company to pay the exercise price and withholding tax obligations.
  • F3: Filing references total shares beneficially owned after the reported transactions (the filing should be consulted for the exact post-transaction total).
• Timeliness: Filing date is 5 days after the trade date; given market holiday timing this appears to be within the typical Form 4 reporting window (check the form for any late-report flag).

Context
This was an option exercise (insider converted options into shares). The withholding of 2,739 shares to cover exercise price and taxes indicates a net/cashless-style outcome for the portion needed to satisfy obligations, rather than an open-market sale for personal liquidity. Exercises are routine for option holders and do not by themselves indicate a buy/sell opinion about the company; they are primarily an exercise of compensation awards.