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false 0001047335 0001047335 2025-09-23 2025-09-23
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 26, 2025 (September 23, 2025)
 
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NATIONAL HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
 
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Delaware
001-13489
52-2057472
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
100 Vine Street
    
Murfreesboro, Tennessee
  
37130
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
Registrant’s telephone number, including area code: (615) 890-2020
 
Not Applicable
(Former name or former address, if changed since last report)
 
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.1 par value
NHC
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company         ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 






 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On September 23, 2025, R. Michael Ussery, the Company’s President and Chief Operating Officer, notified the Company that he intends to retire from the Company effective December 31, 2025.  The decision of Mr. Ussery to retire did not involve any disagreement with the Company. 
 
Mr. Ussery has been with the Company since 1980. During his tenure, he has served as Senior Vice President-Operations, Senior Vice President-Central Region, and as Regional Vice President. Mr. Ussery has also served as the Administrator in multiple of the Company’s facilities and was the Administrator of the Year in 1989. On January 1, 2009, Mr. Ussery was appointed as the Chief Operating Officer. He was appointed President on January 1, 2017, and has served as both President and Chief Operating Officer since that time and will continue to serve in those roles through his retirement.
 
 
Item 7.01
Regulation FD Disclosure
 
On September 26, 2025, NHC issued a press release announcing the officer retirement described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-k.
 
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
 
Item 9.01
Financial Statements and Exhibits
 
 
(d) Exhibits
 
 
Number
Exhibit
 
99.1 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 






 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:         September 26, 2025
 NATIONAL HEALTHCARE CORPORATION
By:
/s/ Stephen F. Flatt
Name: Stephen F. Flatt
Title: Chief Executive Officer
 
 
EX-99.1 2 ex_864736.htm EXHIBIT 99.1 ex_864736.htm

Exhibit 99.1 

 

FOR IMMEDIATE RELEASE

 

Contact: Casey Reese

 

615-890-2020 | Media@nhccare.com

 

Mike Ussery to Retire as President and COO of National HealthCare Corporation After 45-Year Career.

 

MURFREESBORO, Tenn. – September 26, 2025 – National HealthCare Corporation (NYSE American: NHC) today announced that R. Michael Ussery will retire as the company’s President and Chief Operating Officer, effective December 31, 2025. Ussery will step down after a distinguished 45-year career of dedicated service and leadership at NHC.

 

Ussery’s journey with NHC began in 1980. Over the decades, he advanced through numerous operational and leadership roles, culminating in his appointment as Chief Operating Officer in 2009 and President in 2017. His career milestones include serving as a regional vice president and senior vice president of operations and earning the esteemed “Administrator of the Year” honor in 1989.

 

“Mike’s steadfast dedication and commitment have been integral to NHC’s success and growth for over four decades,” said Steve Flatt, Chief Executive Officer. “He has consistently embodied our founding ideals of compassion, quality, and integrity, and his operational leadership has been invaluable in shaping the company into the leader it is today. We are profoundly grateful for his contributions and wish him all the best in his retirement.”

 

In his time as President and COO, Ussery helped guide NHC through significant periods of change and growth, all while reinforcing the company’s culture centered on high-quality patient care.

 

NHC Board Chairman Robert Adams added: “I had the pleasure of working closely with Mike since he was hired in 1980 until my retirement as CEO in 2016. Throughout his career, he has consistently demonstrated integrity, an exceptional work ethic, and outstanding leadership.”

 

“It has been an incredible privilege to dedicate my career to NHC and our mission of providing exceptional care,” Ussery said. “I am immensely proud of what we have accomplished together as a team. While I will miss the day-to-day work, I am confident that NHC’s future is in excellent hands, and I look forward to watching the company continue to thrive.”

 

 

About National HealthCare Corporation  

NHC affiliates operate for themselves and third parties 80 skilled nursing facilities with 10,349 beds. NHC affiliates also operate 26 assisted living communities with 1,413 units, nine independent living communities with 777 units, three behavioral health hospitals, 34 homecare agencies, and 32 hospice agencies. NHC’s other services include Alzheimer’s and memory care units, pharmacy services, a rehabilitation services company, and providing management and accounting services to third party post-acute operators. Other information about the company can be found on our web site at www.nhccare.com.

 







 

Forward-Looking Statements

Statements in this press release that are not historical facts are forward-looking statements. NHC cautions investors that any forward-looking statements made involve risks and uncertainties and are not guarantees of future performance. The risks and uncertainties are detailed from time to time in reports filed by NHC with the Securities Exchange Commission (“SEC”), including Forms 8-K, 10-Q and 10-K. All forward-looking statements represent NHC’s best judgment as of the date of this release.