10 unchanged sentences
We have concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on these criteria.
−Removed: Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.
−Removed: As permitted by guidance issued by the SEC that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management excluded an assessment of the internal controls of White Oak Senior Living, which we acquired on August 1, 2024, from its evaluation of the effectiveness of our disclosure controls and procedures.
−Removed: White Oak Senior Living represented 16% of our consolidated total assets, 23% of our consolidated net assets, 7% of our consolidated net operating revenues and grant income, and 4% of our net income attributable to NHC for the year ended December 31, 2024.
−Removed: We are in the process of integrating White Oak Senior Living into our system of internal control over financial reporting.
+Added: Our independent registered public accounting firm, Deloitte and Touche LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and Board of Directors of National HealthCare Corporation
+Added: To the stockholders and the Board of Directors of National HealthCare Corporation
Opinion on Internal Control over Financial Reporting
−Removed: We have audited National HealthCare Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, National HealthCare Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of White Oak Senior Living, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 16% and 23% of consolidated total and net assets, respectively as of December 31, 2024 and 7% and 4% of consolidated net operating revenues and grant income and net income attributable to National HealthCare Corporation, respectively, for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of White Oak Senior Living.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 27, 2025 expressed an unqualified opinion thereon.
+Added: We have audited the internal control over financial reporting of National HealthCare Corporation (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
+Added: /s/ Deloitte & Touche LLP
Nashville, Tennessee
1 unchanged sentence
C hanges in Internal Control
−Removed: Other than with respect to the integration of White Oak Senior Living into our system of internal control over financial reporting, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
126 unchanged sentences
Incorporated by reference to Exhibit 10.2 of National HealthCare Corporation's Form 10-Q filed on November 3, 2022
−Removed: National HealthCare Corporation General Policy on Insider Trading
−Removed: Incorporated by reference to Exhibit 10.24 of National HealthCare Corporation’s Form 10-K filed February 16, 2024
National HealthCare Corporation Compensation Recoupment Policy
6 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 8, 2024
−Removed: Amended and restated National HealthCare Corporation General Policy on Insider Trading
−Removed: Filed Herewith
Code of Ethics of National HealthCare Corporation
4 unchanged sentences
Telephone (615) 890–2020
+Added: Letter from Ernst & Young LLP to the Securities and Exchange Commission
+Added: Incorporated by reference to Exhibit 16.1 to the current report on Form 8–K filed on April 8, 2025
+Added: National HealthCare Corporation General Policy on Insider Trading
+Added: Incorporated by reference to Exhibit 10.24 of National HealthCare Corporation’s Form 10-K filed February 16, 2024
+Added: Amended and restated National HealthCare Corporation General Policy on Insider Trading
+Added: Incorporated by reference to Exhibit 10.27 of the National HealthCare Corporation’s Form 10-K filed February 28, 2025
Subsidiaries of Registrant
Filed Herewith
+Added: Consent of Independent Registered Public Accounting Firm – Deloitte and Touche LLP
+Added: Filed Herewith
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP
38 unchanged sentences
February 26, 2026
−Removed: February 27, 2025
/s/ Sandra Y.
1 unchanged sentence
/s/ Richard F.
+Added: February 26, 2026
+Added: /s/ Lisa Piercey
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.