NRC Health 2025年度报告

Washington, D.C. 20549 FORM 10-K/A(Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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 1934 For the transition period fromtoCommission File Number001-35929NRC Health(Exact name of Registrant as specified in its charter) 47-0634000 Securities registered pursuant to 12(b) of the Act:Trading Symbol(s)Name of each exchange on which registered 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such 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 toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," "smaller reporting company,"and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared 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 registrantincluded in the 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-basedcompensation received 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 Act.) Yes☐No☒ Aggregate market value of the common stock held by non-affiliates of the registrant at June 30, 2025: $194,764,382. Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. Common Stock, $.001 par value, outstanding as of April 24, 2026:22,536,696 DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PageEXPLANATORY NOTE1PART IIIItem 10.Directors, Executive Officers and Corporate Governance2Item 11.Executive Compensation7Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Shareholder Matters29Item 13.Certain Relationships and Related Transactions, and Director Independence32Item 14.Principal Accountant Fees and Services32PART IVItem 15.Exhibits34Signatures35i EXPALANATORY NOTE NRC Health, formerly known as National Research Corporation, referred to in this report as “NRC Health,” the “Company,” “we,” “our,” “us”or similar terms, is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year endedDecember 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “Original Filing”). Weare filing this Amendment for the sole purpose of including the information required by Items 10 through 14 of Part III of Form 10-K (the“Part III Information”) and to delete the disclosures regarding incorporation by reference on the front cover page of the Original Filing. ThePart III Information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits thePart III Information to be incorporated in Form 10-K by reference from our definitive proxy statement if such statement is filed no later than120 days after our fiscal year-end. We are filing this Amendment to provide the Part III Information in our Form 10-K because a definitiveproxy statement containing such information will not be filed by the Company within 120 days of th