National HealthCare Corp 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission File No. 001-13489 (Exact name of registrant as specified in its Corporate Charter) 100 E. Vine StreetMurfreesboro, Tennessee 37130(Address of principal executive offices)Telephone Number:615–890–2020 Securities registered pursuant to Section 12(b) of the Act. TradingSymbol(s)NHC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days: Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,”and “emerginggrowth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non–accelerated filer☐Smallerreporting company☐Emerging growth company☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to (§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes☐No☒ The aggregate market value of Common Stock held by non–affiliates on June 30, 2025(based on the closing price of such shares on the NYSEAmerican) was approximately $900.6million. For purposes of the foregoing calculation only, all directors, named executive officers and personsknown to the Registrant to be holders of 5% or more of the Registrant’s Common Stock have been deemed affiliates of the Registrant. The number of shares of Common Stock outstanding as of February 25, 2026was 15,541,309. Documents Incorporated by ReferenceThe following documents are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10–K: The Registrant’s definitive proxy statement for its 2026shareholder’s meeting. PART 1 ITEM 1.Business2ITEM 1A.Risk Factors11ITEM 1B.Unresolved Staff Comments21ITEM 1C.Cybersecurity21ITEM 2.Properties22ITEM 3.Legal Proceedings27ITEM 4.Mine Safety Disclosures27PART IIITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities28ITEM 6.[Reserved]30ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations30ITEM 7A.Quantitative and Qualitative Disclosure About Market Risk43ITEM 8.Financial Statements and Supplementary Data44ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure78ITEM 9A.Controls and Procedures78ITEM 9B.Other Information80ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections80PART IIIITEM 10.Directors, Executive Officers and Corporate Governance80ITEM 11.Executive Compensation80ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80ITEM 13.Certain Relationships and Related Transactions an