National HealthCare Corporation General Policy on Insider Trading

A.

Applicability.

B.

General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information.

(i)

No Director, Officer or Employee or other Covered Persons or any of their immediate family members may purchase or sell, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material nonpublic information about the Company (the terms "material" and "nonpublic" are defined in Part I, Section C. (i) and (ii) below).

(ii)

No Director, Officer or Employee or other Covered Persons or any of their immediate family members who knows of any material nonpublic information about the Company may communicate that information to ("tip") any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

(iii)

No Director, Officer or Employee or other Covered Persons or any of their immediate family members may purchase or sell any security of any other company, whether or not issued by the Company, while in possession of material nonpublic information about that company that was obtained in the course of his or her involvement with the Company. No Director, Officer, Employee or other Covered Persons or any of their immediate family members who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company's authorization.

(iv)

For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Trade Clearance Committee (which is defined in Part I, Section C. (iii) below).

(v)

Bona fide gifts of securities are transactions subject to this Policy.

(vi)

Covered Persons must "pre-clear" all trading in securities of the Company in accordance with the procedures set forth in Part II, Section C. below.

C.

Definitions.

(i)

“Material”: Insider trading restrictions come into play only if the information you possess is "material." Materiality, however, involves a relatively low threshold. Information is generally regarded as "material" if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision. Information dealing with the following subjects is reasonably likely to be found material in particular situations:

a.

financial performance, especially earnings, or any event that could have a significant impact on financial results;

b.

significant changes in the Company's prospects, projections or strategic plans;

c.

significant write-downs in assets or increases in reserves;

d.

developments regarding significant litigation or government agency investigations;

e.

liquidity problems;

f.

changes in earnings estimates or unusual gains or losses in operations;

g.

 changes in the Company's senior management or the board of directors;

h.

changes in dividends or significant repurchases of common stock under the stock repurchase program;

i.

extraordinary borrowings;

j.

significant changes in accounting methods or policies;

k.

award or loss of a significant contract;

l.

cybersecurity risks and incidents, including vulnerabilities and breaches;

m.

changes in debt ratings;

n.

proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and

o.

offerings of Company securities.

(ii)

“Nonpublic”: Insider trading prohibitions come into play only when you possess information that is material and "nonpublic." The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be "public" the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public. Nonpublic information may include:

a.

information available to a select group of analysts or brokers or institutional investors;

b.

undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

c.

information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two (2) trading days).

(iii)

“Trade Clearance Committee”: The Company has appointed the Chief Executive Officer, Chief Financial Officer, and General Counsel as the Trade Clearance Committee for this Policy. The duties of the Trade Clearance Committee include, but are not limited to, the following:

a.

assisting with implementation and enforcement of this Policy;

b.

circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;

c.

pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section C. below; and

d.

providing approval of any Rule 10b5-1 plans under Part II, Section A. (iv) below and any prohibited transactions under Part II, Section D. below.

D.

Exceptions.

(i)

401(k) Plan. Investing 401(k) plan contributions in a Company stock fund in accordance with the terms of the Company's 401(k) plan. However, any changes in your investment election regarding the Company’s stock are subject to trading restrictions under this Policy.

(ii)

ESPP.  Purchasing Company stock through periodic, automatic payroll contributions to the Company's Employee Stock Purchase Plan ("ESPP"). However, electing to enroll in the ESPP, making any changes in your elections under the ESPP and selling any Company stock acquired under the ESPP are subject to trading restrictions under this Policy.

(iii)

Options. Exercising stock options granted under the Company's stock option plan(s) for cash, a net exercise or the delivery of previously owned Company stock. However, the sale of any shares issued on the exercise of Company-granted stock options and any broker-assisted cashless exercise of Company-granted stock options are subject to trading restrictions under this Policy.

(iv)

Restricted Stock. The grant or vesting of restricted stock issued in the ordinary course of business or vesting according to its terms.

(v)

Mutual Fund Transactions.  Transactions in mutual funds that are invested in securities of the Company.

(vi)

NHC Nonqualified Deferred Compensation Plan (“Deferred Comp Plan”). Investing Deferred Comp Plan contributions in Company stock in accordance with the terms of the Deferred Comp Plan through periodic, automatic payroll and/or bonus compensation contributions to the Deferred Comp Plan.

E.

Violations of Insider Trading Laws.

(i)

Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company's securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.

(ii)

Company-imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Trade Clearance Committee and must be provided before any activity contrary to the above requirements takes place.

F.

Inquiries.

A.

Blackout Periods.

(i)

Quarterly Blackout Periods. Trading in the Company's securities is prohibited during the period beginning at the close of the market on the fifteenth (15^th) day of the last month of each fiscal quarter and ending at the close of business on the second (2^nd) trading day following the date the Company's financial results are publicly disclosed and Form 10-Q or Form 10-K is filed. During these periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company's financial results.

(ii)

Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company's securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.

(iii)

Stock Repurchase Plans. The Company may adopt stock repurchase plans from time to time that allow the Company to repurchase its own stock. Trading in Company securities by Covered Persons is prohibited while the Company is actively engaging in repurchases and for two (2) days following a repurchase period.

(iv)

Exception.  These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 (an "Approved 10b5-1 Plan") that:

a.

has been reviewed and approved at least one month in advance of any trades thereunder by the Trade Clearance Committee (or, if revised or amended, such revisions or amendments have been reviewed and approved by the Trade Clearance Committee at least one month in advance of any subsequent trades);

b.

provides that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate cooling-off period will vary based on the status of the Covered Person. For directors and officers, the cooling-off period ends on the later of (x) ninety days after adoption or certain modifications of the 10b5-1 plan; or (y) two business days following disclosure of the Company's financial results in a Form 10-Q or Form 10-K for the quarter in which the 10b5-1 plan was adopted. For all other Covered Persons, the cooling-off period ends 30 days after adoption or modification of the 10b5-1 plan. This required cooling-off period will apply to the entry into a new 10b5-1 plan and any revision or modification of a 10b5-1 plan;

c.

 was entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material nonpublic information about the Company; and

d.

gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.

e.

is the only outstanding Approved 10b5-1 Plan entered into by the Covered Person (subject to the exceptions set out in Rule 10b5-1(c)(ii)(D)).

B.

Trading Window.

C.

Pre-clearance of Securities Transactions.

(i)

Because Covered Persons are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even during a trading window under Part II, Section B. above, without first pre-clearing all transactions in the Company's securities.

(ii)

Subject to the exemption in subsection (iv) below, no Covered Person may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Trade Clearance Committee. These procedures also apply to transactions by such person's spouse, other persons living in such person’s household and minor children and to transactions by entities over which such person exercises control.

(iii)

The Trade Clearance Committee shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.

(iv)

Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Covered Person should be instructed to send duplicate confirmations of all such transactions to the Trade Clearance Committee.

D.

Prohibited Transactions.

(i)

Covered Persons are prohibited from trading in the Company's equity securities during a blackout period imposed under an "individual account" retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.

(ii)

Covered Persons, including any person's spouse, other persons living in such person's household and minor children and entities over which such person exercises control, are prohibited from engaging in the following transactions in the Company's securities unless advance approval is obtained from the Trade Clearance Committee:

a.

Short-term trading. Covered Persons who purchase Company securities may not sell any Company securities of the same class for at least six months after the purchase;

b.

Short sales. Covered Persons may not sell the Company's securities short;

c.

Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company's securities;

d.

Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and

e.

Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.

E.

This Policy Controls.

F.

Acknowledgment and Certification.

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Date: