SCHEDULE: National Research Corp. Founder Reduces Deemed Ownership

Michael D. Hays, founder of National Research Corporation, has relinquished his right to reacquire 582,688 shares, reducing his deemed beneficial ownership below 5%.

Summary

• Amendment No. 3 to Schedule 13D was filed by Common Property Trust, Common Property Trust LLC, Amandla LLC, Patrick E. Beans, and Michael D. Hays.
• Michael D. Hays (MH) relinquished his right to reacquire 582,688 shares of Common Stock held by certain irrevocable trusts established for family members.
• As a result of this relinquishment, MH ceased to be the beneficial owner of more than 5% of the Common Stock as of March 23, 2026, excluding certain disclaimed shares.
• Patrick E. Beans (PB) is now the largest beneficial owner among the reporting persons, holding 10,575,634 shares, representing 46.5% of the outstanding Common Stock.
• Common Property Trust (CPT) beneficially owns 8,609,601 shares, or 37.9% of the outstanding Common Stock.
• All beneficial ownership percentages are based on 22,746,397 shares of Common Stock outstanding as of February 28, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reflecting a restructuring of beneficial ownership by the founder for estate planning purposes rather than a significant operational or strategic shift for the company.

Positives

• The relinquishment of the reacquisition right by Michael D. Hays could be seen as a simplification of the ownership structure or a step towards further estate planning.

Negatives

• Michael D. Hays, the founder and Chairman, reducing his deemed beneficial ownership below 5% might be interpreted by some as a slight reduction in his direct financial alignment with the company's stock performance, though he retains options and other indirect interests.

Future Outlook

Michael D. Hays holds stock options with various vesting schedules, including 4,833 shares contingent on the Issuer achieving a minimum total recurring contract value of $170 million by December 31, 2026.

Management Comments

• Michael D. Hays has relinquished his right to reacquire 582,688 shares of Common Stock held by certain irrevocable trusts.
• Michael D. Hays disclaims beneficial ownership of shares held by his spouse, Common Property Trust, Common Property Trust LLC, Amandla LLC, and various family trusts.

Industry Context

StockSavvy.ai notes that Schedule 13D filings primarily concern changes in significant ownership stakes, which can signal shifts in control or influence within a company. While this filing details a founder's reduction in direct beneficial ownership, it also highlights the continued significant holdings of related entities and individuals, particularly Patrick E. Beans, who now holds the largest reported stake among the group. This type of ownership restructuring is common in mature companies as founders engage in estate planning or adjust their involvement.

Comparison to Industry Standards

• This filing is an ownership disclosure and does not contain performance metrics suitable for direct comparison to industry standards or specific comparable companies/projects. The change in beneficial ownership is an internal corporate governance matter rather than an operational or financial performance update.

Management Changes

Corporate Governance

Legal Proceedings

• None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Related Party Transactions

• Patrick E. Beans serves as manager for CPT LLC and Amandla LLC, trustee for the 1999 Trust, Special Holdings Direction Advisor and Protector for Irrevocable Trusts, Family Trusts, and Additional Shares Trusts, and Special Manager for Burr Oak LLCs, all of which hold shares related to Michael D. Hays' estate planning.
• Michael D. Hays created various trusts and entities (CPT, CPT LLC, Amandla LLC, Irrevocable Trusts, 1999 Trust, Family Trusts, Additional Shares Trusts, Burr Oak LLCs, charitable foundation) for the benefit of family members and estate planning.
• Michael D. Hays' wife holds 76,095 shares of Common Stock, though MH disclaims beneficial ownership of these shares.

Stakeholder Impact

• Shareholders: Clarification of significant ownership stakes and the founder's direct beneficial ownership reduction may impact perceptions of insider alignment and control structure.

Next Steps

• Vesting of Michael D. Hays' stock options on various dates through January 10, 2030.
• Achievement of $170 million total recurring contract value by December 31, 2026, for certain stock options to vest.

Key Dates

Recommendation

This Schedule 13D amendment primarily details a restructuring of beneficial ownership by the company's founder, Michael D. Hays, for estate planning purposes, rather than indicating a change in the company's operational performance or strategic direction. While Hays' direct beneficial ownership falls below 5%, significant control remains within the group of reporting persons, particularly Patrick E. Beans. The filing does not present new information that would fundamentally alter the investment thesis for National Research Corporation, thus a 'hold' recommendation is appropriate as investors should continue to monitor the company's core business performance.

Keywords

National Research Corporation, NRC, Schedule 13D, Beneficial Ownership, Michael D. Hays, Patrick E. Beans, Common Property Trust, Shareholder, SEC Filing, Corporate Governance