NATIONAL HEALTHCARE CORP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
NHC$209.74+0.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
| EXHIBIT INDEX | ||
|---|---|---|
| Exhibit No. | Description | Page No. or Location |
| 3.1 | Certificate of Incorporation of National HealthCare Corporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S–4 (File No. 333–37185) dated October 3, 1997) |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation | Incorporated by reference to Exhibit 3.5 attached to Form 10-Q filed on August 3, 2017 |
| 3.3 | Certificate of Designations of Series A Convertible Preferred Stock of National HealthCare Corporation | Incorporated by reference to Exhibit 2.1 to the current report on Form 8–K filed on December 20, 2006 |
| 3.4 | Certificate of Designation Series B Junior Participating Preferred Stock | Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form 8–A, dated August 3, 2007 |
| 3.5 | Restated Bylaws as amended February 14, 2013 | Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10–Q filed on May 8, 2013. |
| 4.1 | Form of Common Stock | Incorporated by reference to Exhibit 4.1 attached to Form 10-Q filed on August 3, 2017 |
| 4.2 | Description of each class of securities registered under Section 12 of the Exchange Act | Incorporated by reference to Exhibit 4.2 attached to Form 10-K filed on February 21, 2020 |
| 10.1 | Master Agreement of Lease dated as of October 17, 1991 by and among National Health Investors, Inc. and National HealthCorp, L.P. | Incorporated by reference to Exhibit 10.1 to the Registrant's registration statement on Form S–4 filed October 3, 1997 |
| 10.2 | Form of Service Agreement by and between National Health Corporation and National HealthCare Corporation | Incorporated by reference to Exhibit 10.5.1 to the Registrant's registration statement on Form S–4 filed October 3, 1997 |
| 10.3 | Amendment No. 1 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCorp L.P. | Incorporated by reference to Exhibit 10.19 from 2005 Form 10–K filed March 16, 2006 |
| 10.4 | Amendment No. 2 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P. | Incorporated by reference to Exhibit 10.20 from 2005 Form 10–K filed March 16, 2006 |
| 10.5 | Amendment No. 3 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P. | Incorporated by reference to Exhibit 10.21 from 2005 Form 10–K filed March 16, 2006 |
| 10.6 | Amendment No. 4 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P. | Incorporated by reference to Exhibit 10.22 from 2005 Form 10–K filed March 16, 2006 |
| 10.7 | Amendment No. 5 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.23 from 2005 Form 10–K filed March 16, 2006 |
| *10.8 | National HealthCare Corporation's 2010 Omnibus Equity Incentive Plan | Incorporated by reference to Exhibit A to 2010 Proxy Statement filed April 1, 2010. |
| *10.9 | First Amendment dated February 14, 2011 to the National HealthCare Corporation 2010 Omnibus Equity Incentive Plan | Incorporated by reference to Exhibit 10.16 from 2015 Form 10-K filed February 19, 2016. |
| *10.10 | Amendment dated March 10, 2015 to National HealthCare Corporation's 2010 Omnibus Equity Incentive Plan | Incorporated by reference to Appendix A to 2015 Proxy Statement filed April 1, 2015. |
| *10.11 | 2017 NHC Executive Officer Performance Based Compensation Plan | Incorporated by reference to Appendix B to 2017 Proxy Statement filed April 4, 2017. |
| * 10.12 | National HealthCare Corporation’s 2020 Omnibus Equity Incentive Plan | Incorporated by reference to Appendix A to 2020 Proxy Statement filed April 6, 2020 |
| 10.13 | Amendment to Purchase and Sale Agreement with Modifications to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013 |
| 10.14 | Agreement to Lease between NHI–REIT of Northeast, LLC, Landlord and NHC/OP, L.P. and National HealthCare Corporation, Co–Tenants | Incorporated by reference to Exhibit 10.4 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013 |
| 10.15 | Amended and Restated Amendment No. 6 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.2 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013 |
| 10.16 | Amendment No. 7 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.3 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013 |
| 10.17 | Contribution Agreement dated December 29, 2011 between National HealthCare Corporation and Caris HealthCare, L.P. pursuant to which NHC acquired a 7.5% interest in Caris from McRae in exchange for $7,500,000 | Incorporated by reference to Exhibit 10.26 to National HealthCare Corporation's annual report on Form 10–K filed on February 21, 2014 |
| 10.18 | Assignment of membership interest in Solaris Hospice, LLC dated December 29, 2011 and effective on January 1, 2012, whereby NHC assigned its membership interest to Caris in exchange for an additional 2.7% limited partnership interest in Caris. | Incorporated by reference to Exhibit 10.27 to National HealthCare Corporation's annual report on Form 10–K filed on February 21, 2014 |
| 10.19 | Purchase and Sale Agreement and Extension of Master Lease dated December 26, 2012 between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.29 to National HealthCare Corporation's annual report on Form 10–K filed on February 21, 2014 |
| 10.20 | Amendment No. 8 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.20 to National HealthCare Corporations annual report on Form 10-K Filed on February 19, 2021 |
| 10.21 | Purchase and Sale Agreement dated June 11, 2021 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and Norman C. McRae and McRae Investment Company, LLC | Incorporated by reference to Exhibit 10.21 to National HealthCare Corporation annual report on Form 10-K Filed on February 18, 2022 |
| 10.22 | Amendment No. 9 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's Form 10-Q filed on November 3, 2022 |
| 10.23 | Amendment No. 10 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation | Incorporated by reference to Exhibit 10.2 of National HealthCare Corporation's Form 10-Q filed on November 3, 2022 |
| 10.24 | National HealthCare Corporation Compensation Recoupment Policy | Incorporated by reference to Exhibit 10.25 of National HealthCare Corporation’s Form 10-K filed February 16, 2024 |
| 10.25 | Purchase and Sale Agreement dated May 31, 2024 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and Douglas M. Cecil, Oliver K. Cecil, Jr., Dorothy Dean Cecil, Jeni Cecil Feeser, Beth Creech Cecil, John Barber And Teresa J. Cecil, As Trustee Of The Teresa J. Cecil Revocable Trust U/A Dated July 20, 2006, As Amended And Restated On February 15, 2023 | Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 8, 2024 |
| 14 | Code of Ethics of National HealthCare Corporation | Available at NHC’s website www.nhccare.com or in print upon request to: National HealthCare Corp. Attn: Investor Relations P. O. Box 1398 Murfreesboro, TN 37133–1398 Telephone (615) 890–2020 |
| 16 | Letter from Ernst & Young LLP to the Securities and Exchange Commission | Incorporated by reference to Exhibit 16.1 to the current report on Form 8–K filed on April 8, 2025 |
| 19.1 | National HealthCare Corporation General Policy on Insider Trading | Incorporated by reference to Exhibit 10.24 of National HealthCare Corporation’s Form 10-K filed February 16, 2024 |
| 19.2 | Amended and restated National HealthCare Corporation General Policy on Insider Trading | Incorporated by reference to Exhibit 10.27 of the National HealthCare Corporation’s Form 10-K filed February 28, 2025 |
| 21 | Subsidiaries of Registrant | Filed Herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm –Deloitte and Touche LLP | Filed Herewith |
| 23.2 | Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP | Filed Herewith |
| 31.1 | Rule 13a–14(a)/15d–14(a) Certification of Chief Executive Officer | Filed Herewith |
| 31.2 | Rule 13a–14(a)/15d–14(a) Certification of Chief Financial Officer | Filed Herewith |
| 32 | Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Chief Financial Officer | Filed Herewith |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL document and included in Exhibit 101) |
*Indicates management contract or compensatory plan or arrangement.
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