SCHEDULE: NRC Health Major Shareholder Ownership Update
Schedule 13D Amendment
Reporting persons disclose updated beneficial ownership stakes in NRC Health following recent open market share sales.
Summary
- This Schedule 13D/A filing details the beneficial ownership of NRC Health common stock by a group of related parties, including Common Property Trust (CPT), Amandla LLC, Patrick E. Beans, and Michael D. Hays.
- The reporting group collectively maintains significant influence, with Patrick E. Beans reporting beneficial ownership of 10,305,634 shares, representing 45.7% of the outstanding common stock.
- Common Property Trust (CPT) holds 8,609,601 shares, representing 38.2% of the class.
- The filing confirms the sale of 250,000 shares by an Irrevocable Trust on June 10, 2026, at weighted average prices of $20.02 and $21.05 per share.
- The percentage calculations are based on 22,536,696 shares of common stock outstanding as of April 30, 2026.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral administrative filing; while it reports insider selling, such activity is common for estate planning and trust management purposes.
Positives
- The filing provides transparency regarding the complex ownership structure and control dynamics of major shareholders.
- The sale of shares by the Irrevocable Trust was executed through open market transactions, indicating liquidity for the stock.
Negatives
- The sale of 250,000 shares by a major shareholder group may signal a reduction in long-term commitment or profit-taking by insiders.
- The complex web of trusts and LLCs creates potential governance opacity for retail investors.
Risks
- Future sales of shares by the reporting persons could exert downward pressure on the stock price.
- The concentration of voting power among a small group of related parties may limit the influence of minority shareholders.
- Changes in the management of the various trusts and LLCs could lead to shifts in voting and dispositive power.
Future Outlook
No specific forward-looking business guidance is provided; the filing is strictly a disclosure of changes in beneficial ownership.
Management Comments
- Michael D. Hays is identified as the founder and Chairman of the Board of the Issuer.
- The reporting persons disclaim that they constitute a 'group' for the purposes of Section 13(d) of the Exchange Act.
Industry Context
StockSavvy.ai notes that this filing reflects standard regulatory compliance for significant shareholders in the healthcare technology sector, where founder-led ownership structures are common but often subject to periodic liquidity events.
Comparison to Industry Standards
- The disclosure of beneficial ownership via Schedule 13D is a standard requirement for investors exceeding 5% ownership in U.S. public companies.
- The use of complex trust structures for estate planning and tax management is consistent with practices observed in other mid-cap healthcare firms.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Title Update | Amendment to Item 4 changing 'Chief Executive Officer' to 'Chairman' for Michael D. Hays. | Not specified | Clarifies the current role of the founder within the organization. |
Related Party Transactions
- The filing discloses extensive related party transactions involving trusts, LLCs, and charitable foundations controlled by or associated with Michael D. Hays and Patrick E. Beans.
Stakeholder Impact
- Shareholders should be aware of the potential for future liquidity events from the reporting group.
- The concentration of ownership may influence future corporate strategy and board composition.
Next Steps
- Continued monitoring of further Form 4 or Schedule 13D filings by the reporting persons for additional share sales.
Key Dates
| Date | Description |
|---|---|
| 03/22/2021 | Initial Schedule 13D filing date. |
| 03/23/2026 | Date Michael D. Hays ceased to be the beneficial owner of more than 5% of common stock (excluding excluded shares). |
| 04/21/2026 | Charitable foundation gifted 20,000 shares. |
| 04/30/2026 | Date used for total shares outstanding calculation. |
| 05/06/2026 | Date of Issuer's Quarterly Report on Form 10-Q filing. |
| 06/10/2026 | Date of open market share sales by an Irrevocable Trust. |
| 06/12/2026 | Date of signature for this Amendment No. 4. |
Keywords
NRC Health, Schedule 13D, Beneficial Ownership, Insider Trading, Common Stock, Corporate Governance
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