Form 4: NATIONAL HEALTHCARE CORP CEO Stephen Flatt Reports Stock Option Exercise and Share Transactions
Insider Transaction Report
NATIONAL HEALTHCARE CORP CEO Stephen Flatt reported the exercise of stock options and subsequent share transactions, resulting in a net beneficial ownership of 58,756 common shares.
Summary
- Stephen Fowler Flatt, Director and CEO of NATIONAL HEALTHCARE CORP (NHC), reported transactions on June 26, 2025.
- Flatt exercised 4,734 options to purchase common stock at an exercise price of $63.96 per share.
- These exercised options were granted on February 18, 2022, under the 2020 Omnibus Equity Incentive Plan and were exercisable from February 18, 2023, with an expiration date of February 18, 2027.
- Following the option exercise, 3,557 shares of common stock were disposed of at a price of $109.05 per share.
- These shares were withheld by the company to cover the exercise price and withholding tax obligations.
- After these transactions, Stephen Flatt beneficially owns 58,756 shares of common stock directly.
- Flatt also holds additional unexercised options: 10,000 options at $53.94 (exercisable 03/08/2024, expires 03/08/2028), 15,000 options at $94.10 (exercisable 03/05/2025, expires 03/05/2029), and 18,000 options at $90.62 (exercisable 02/28/2026, expires 02/28/2030).
Sentiment
Score: 5
Explanation: The sentiment is neutral as this is a routine insider transaction involving the exercise of options and a 'sell-to-cover' for tax purposes, which is a common and expected event in executive compensation.
Positives
- The exercise of stock options indicates that the options were in-the-money, providing value to the executive.
- The transaction is a routine part of executive compensation, demonstrating the vesting and monetization of equity incentives.
Negatives
- A portion of the acquired shares (3,557 shares) was disposed of to cover the exercise price and tax obligations, reducing the net increase in direct beneficial ownership.
Future Outlook
Not applicable as this Form 4 reports past and current insider transactions.
Industry Context
This Form 4 reports a routine insider transaction and does not provide broader industry context.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Reference | The exercised stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan. | 02/18/2022 | Confirms the company's established equity compensation framework for executives. |
| Regulatory Exemption | The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d). | 06/26/2025 | Indicates compliance with SEC regulations regarding insider transactions and short-swing profit rules. |
Related Party Transactions
- The transactions involve the exercise of stock options and the withholding of shares by the company to cover the exercise price and tax obligations, which are direct dealings between the executive and the issuer.
Stakeholder Impact
- Shareholders: Provides transparency into executive stock ownership and compensation activities, which is generally expected.
- Employees, Customers, Suppliers, Creditors: No direct or material impact from this routine insider transaction.
Next Steps
- Future potential exercises of remaining stock options held by Stephen Flatt, subject to their exercisable and expiration dates.
Key Dates
| Date | Description |
|---|---|
| 02/18/2022 | Date stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan. |
| 02/18/2023 | Date the exercised stock options became exercisable. |
| 03/08/2024 | Date 10,000 stock options became exercisable. |
| 03/05/2025 | Date 15,000 stock options became exercisable. |
| 06/26/2025 | Date of the reported stock option exercise and share transactions. |
| 02/28/2026 | Date 18,000 stock options became exercisable. |
| 02/18/2027 | Expiration date of the exercised stock options. |
| 03/08/2028 | Expiration date of 10,000 stock options. |
| 03/05/2029 | Expiration date of 15,000 stock options. |
| 02/28/2030 | Expiration date of 18,000 stock options. |
Keywords
SEC Form 4, Insider Transaction, Stock Options, Executive Compensation, Beneficial Ownership, NATIONAL HEALTHCARE CORP, NHC, Stephen Flatt
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