Form 4: NRC Director Berwick Granted Stock Options

National Research Corp. Director Donald M. Berwick received a grant of 22,625 stock options with an exercise price of $11.61, exercisable from October 17, 2025.

Summary

• Donald M. Berwick, a Director of National Research Corporation (NRC), was granted 22,625 Director Stock Options.
• The transaction date for this grant was October 17, 2025.
• The options have an exercise price of $11.61 per share.
• These options become exercisable on October 17, 2025, and will expire on October 17, 2035.
• The grant was made under the Issuer's 2025 Omnibus Incentive Plan.
• The award is compensation for Mr. Berwick's participation in two in-person meetings during 2025.
• Following this transaction, Mr. Berwick beneficially owns 22,625 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the grant aligns director interests with shareholders, which is generally viewed favorably. However, it is a routine compensation event and does not indicate significant new operational or financial developments.

Positives

• The grant of stock options aligns the financial interests of Director Donald M. Berwick with those of the shareholders, incentivizing long-term company performance.
• This is a standard form of compensation for non-employee directors, reflecting ongoing engagement and contributions to the company.

Negatives

• The exercise of these options in the future could lead to a minor dilution of existing shareholder equity, though the amount is relatively small.

Risks

• The value of the stock options is subject to market risk; if National Research Corporation's common stock price does not exceed the $11.61 exercise price, the options may not be profitable to exercise.
• Future market conditions could negatively impact the underlying common stock value, reducing the potential benefit of the options.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Management Comments

• The award is a grant to the reporting person made under the Issuer's 2025 Omnibus Incentive Plan for participating in two in-person meetings during 2025.

Industry Context

The grant of stock options to a non-employee director is a common practice in publicly traded companies across various industries. It serves as a form of compensation and an incentive to align the director's interests with long-term shareholder value creation. This practice is consistent with typical corporate governance structures for director remuneration.

Comparison to Industry Standards

• Granting stock options as part of director compensation is a widely accepted practice, comparable to compensation structures at companies like HealthEquity (HQY) or Press Ganey, which also utilize equity awards to incentivize leadership.
• The specific exercise price and number of options are determined by the company's compensation committee and its approved incentive plans, similar to how other healthcare technology or research firms structure their equity grants for directors.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential minor dilution upon exercise of options, but also benefit from aligned director incentives for long-term value creation.
• Director (Donald M. Berwick): Receives equity-based compensation for services, providing a direct financial interest in the company's stock performance.

Next Steps

• Director Donald M. Berwick may choose to exercise these stock options at any point between October 17, 2025, and October 17, 2035, provided the underlying common stock price is favorable.

Key Dates

Recommendation

This Form 4 filing reports a routine grant of stock options to a director as part of their compensation. It does not contain any new material information regarding the company's operational performance, financial health, or strategic outlook that would warrant a change in investment recommendation. The transaction is an expected part of corporate governance and insider compensation practices.

Keywords

NRC, National Research Corp, stock options, insider transaction, Form 4, director compensation, equity grant, omnibus incentive plan