National Healthcare (NHC) Director David Gifford Exercises Options; Shares Withheld

What Happened David R. Gifford, a director of National Healthcare Corp. (NHC), exercised 6,479 stock options on 2026-08-20 at an exercise price of $171.42 per share, representing a cash outlay of $1,110,630. The options converted into 6,479 shares, and the company withheld 4,691 of those shares (valued at $236.75 each, ~$1,110,594) to satisfy the exercise price/tax obligations. Net shares retained by Gifford after the withholding: 1,788 shares. This was an option exercise (acquisition) with an internal share-withholding settlement rather than an open-market sale.

Key Details

• Transaction date: 2026-08-20; Form 4 filed 2026-08-21 (timely).
• Option exercise: 6,479 shares acquired at $171.42/share; total cost ~$1,110,630 (code M).
• Withholding/disposition: 4,691 shares withheld/disposed at $236.75/share; value ~$1,110,594 (codes A/F per filing).
• Net shares retained: 1,788 (6,479 exercised − 4,691 withheld).
• Footnotes: Options were granted under the 2020 Omnibus Equity Incentive Plan (grant date May 7, 2026) and the transactions are exempt under Rule 16b‑3(d). The company withheld shares to pay the exercise price (tax/settlement withholding).
• Shares beneficially owned after the transactions are noted in the filing (footnote), but the total count was not provided in the summary data supplied here.

Context This appears to be a routine option exercise with a net-share settlement (company withheld shares to cover exercise price/taxes). That is common and does not represent an open-market purchase or sale by the director. Code M indicates exercise/conversion of a derivative; withholding (tax/settlement) is often reported as a disposition (code F/A) and is an administrative step rather than a directional trade signal.