National HealthCare : NHC 2023 Proxy Materials

March 23, 2023

Dear Fellow Shareholder:

It is our pleasure to invite you to attend National HealthCare Corporation's 2023 Annual Meeting of Shareholders (''Meeting'') on Thursday, May 4, 2023, at 3:00 PM CDT on the 14th Floor of the City Center building located at 100 E. Vine Street, Murfreesboro, Tennessee 37130.

Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Meeting.

The Notice of Meeting and Proxy Statement in this mailing describe the business items we plan to address at the Meeting. We will also present a brief report on our business and respond to your questions. Our 2022 Annual Report to Shareholders, which is not a part of our proxy solicitations materials, is also enclosed. We encourage you to read our Annual Report.

Your vote is very important. Please take the time to cast your vote regardless of the number of shares you own. You have the option to cast your proxy vote by telephone [phone]) or online at www.proxyvote.com as provided by Broadridge Financial Solutions. These are quick, cost-effective and easy ways for you to submit your proxy. If you vote by telephone or via the internet, you do not need to return the enclosed proxy card by mail. If you prefer to vote by mail, please promptly sign, date and return the enclosed proxy card in the postage-paid envelope provided.

We look forward to seeing you on Thursday, May 4, 2023.

Best regards,

Robert G. Adams	Stephen F. Flatt
Chairman of the Board	Chief Executive Officer

2023

P RO X Y

S T AT E M E NT

NHC

100 East Vine Street | Murfreesboro, Tennessee | 37130

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2023 Annual Meeting of the Shareholders of National HealthCare Corporation (''NHC'') will be held on the 14th Floor of the City Center located at 100 East Vine Street, Murfreesboro, TN 37130 on Thursday, May 4, 2023, at 3:00 PM CDT (the ''Meeting'').

A list of shareholders of record as of the record date is available for inspection by shareholders at the principal executive offices of the Company located at 100 East Vine Street, Murfreesboro, TN 37130, and will be available for inspection by shareholders at the Meeting. All requests to access the list prior to the Meeting should be directed to Josh A. McCreary, Senior Vice President and General Counsel, at [e-mail].

Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Meeting.

At the 2023 Meeting of the Shareholders, we will vote on the following items and any other matters that are properly presented:

1. The re-election of W. Andrew Adams, Ernest G. Burgess, III, and Emil E. Hassan as directors to each hold office for a three (3) year term and until their successors have been duly elected and qualified;
2. To consider an advisory vote on compensation of our Named Executive Officers;
3. To consider an advisory vote on the frequency of the advisory vote on compensation of our named executive officers; and
4. Transact such other business as may properly come before the Meeting or any continuances of it.

The Board has chosen the close of business on Tuesday, March 7, 2023, as the record date for the determination of shareholders who must be notified of and who are eligible to vote at the Annual Meeting or at any postponement or adjournment thereof.

It is NHC's desire to conduct a safe and informative Meeting. In that interest, and in the interest of conducting a fair and orderly meeting, NHC intends to observe its rules of conduct. A copy of the rules of conduct will be made available on the NHC website (www.nhccare.com) and at the Meeting. Any deliberate violation of these rules of conduct or an attempt to disrupt the Meeting will be considered cause for expulsion from the Meeting or the question-and-answer session. The Chairman will exercise his judgment on any procedural matters not addressed in these rules of conduct.

Thank you for your cooperation and for joining NHC at the Meeting.

Please use the toll-free phone number 1-800-690-6903 or vote online at www.proxyvote.com (provided by Broadridge Financial Solutions) or sign, date, and return the proxy card promptly in the enclosed envelope. All proxy materials are also available via the website at www.nhccare.com. If you attend the Meeting, you may vote in person even if you have previously mailed a proxy card.

As authorized by the Board of Directors, Josh A. McCreary

Senior VP, General Counsel, and Secretary

March 23, 2023 Murfreesboro, TN

Your Vote is Important!

NHC

100 E. Vine St.

Murfreesboro, TN 37130

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE MEETING

Why are you receiving these proxy materials?

We are providing these proxy materials to you because National HealthCare Corporation's Board of Directors (the ''Board'') is asking (or soliciting) shareholders to provide proxies to be voted at our 2023 Annual Meeting of the Shareholders (the ''Meeting''). The Meeting is scheduled for Thursday, May 4, 2023, and will be held at NHC's principal executive office, located on the 14th Floor of the City Center at 100 E. Vine Street, Murfreesboro, Tennessee. Your proxy will be used at the Meeting or at any adjournment or postponement of the Meeting. In this Proxy Statement, we refer to National HealthCare Corporation as ''NHC,'' ''we,'' ''our'' or the ''Company.''

What is a proxy?

A proxy is a legal designation of another person to vote your shares. You may authorize the other person by phone or via an Internet website. You also may do so in writing by filling out your proxy card if you hold shares in your own name. If you hold shares through a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer voting by mail, by completion of a voting instruction card, by telephone or via the Internet.

When is this Proxy Statement (with Annual Report) being mailed?

This Proxy Statement and the proxy card are first being sent to shareholders on or near March 23, 2023. A copy of the Annual Report on Form 10-K for the Company for the year ended December 31, 2022, including audited financial statements, is also enclosed.

Are the proxy materials available on the Internet?

A full set of proxy materials is available on the NHC website at www.nhccare.com. Just click on the button labeled ''2023 Proxy Materials'' after clicking on the ''Investor Relations'' and ''Annual Meeting'' tabs. Our Company maintains the confidentiality of shareholders who use our website. We do not utilize ''cookies'' or other tracking features on the NHC website.

What is a shareholder of record?

A shareholder of record or registered shareholder is a shareholder whose ownership of NHC Common Stock (defined below) is reflected directly on the books and records of the Company's transfer agent. If you hold NHC Common Stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in ''street name'' and are not a shareholder of record. For shares held in street name, the shareholder of record is your bank, broker or similar organization.

How can you vote?

If you are a shareholder of record, you may vote by using the toll-free number 1-800-690-6903 or via the Internet at www.proxyvote.com. Your proxy card includes instructions for using these quick, cost-effective and easy voting methods. You also may simply fill out, sign and date your proxy card and mail it in the prepaid envelope included with these proxy materials. If you vote by telephone or the Internet, DO NOT return your proxy card by mail. You will need to follow the instructions when you vote using any of these methods to make sure your vote will be counted at the Meeting. You also may vote at the Meeting; however, we encourage you to vote by proxy card, by telephone, or via the Internet even if you plan to attend the Meeting.

If you hold shares through a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer voting by mail (with the completion of a voting instruction card), by telephone and the Internet. If you hold shares through a broker or other nominee and wish to vote your shares at the Meeting, you must obtain a legal proxy from your broker or nominee and, present it to the inspector of election with your ballot when you vote at the Meeting.

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Can I revoke my proxy or change my vote?

You have the power and right to revoke the proxy or change your vote at any time before the Meeting. If you are a shareholder of record, you may change or revoke your proxy by filing with the Secretary of the Company (i) a written revocation or (ii) your proxy with a later date than the prior proxy. Furthermore, if you attend the Meeting, you may elect to vote during the Meeting, thereby canceling the proxy. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request at the Meeting.

If you hold your shares through a broker or other nominee, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee. If you have obtained a legal proxy from your bank, broker or other nominee you may cancel your prior proxy by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request at the Meeting.

Who is entitled to vote at the Meeting?

All shareholders who held shares of Common Stock at the end of the business day on Tuesday, March 7, 2023 (the ''Record Date'') are entitled to receive notice of and to vote at the Meeting.

Who attends the Meeting?

Shareholders (or their authorized representatives) and our guests are invited to attend the Meeting.

How will your shares be represented at the Meeting?

At the Meeting, the officers named in the proxy card will vote your shares in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as our Board recommends, which is:

''FOR'' the re-election of each of the nominees for director named in this Proxy Statement (Proposal I).

''FOR'' the approval of the Company's compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and accompanying compensation tables contained in this Proxy Statement (Proposal II); and

''THREE YEARS'' as the frequency of future non-binding shareholder advisory votes on compensation of our Named Executive Officers (Proposal III).

Are there any other matters to be addressed at the Meeting?

We know of no other matters to be brought before the Meeting, but if other matters are properly brought up before or at the Meeting, the officers named in your proxy would take action in their judgment in the best interests of our Company and its shareholders, to the extent permitted under the U.S. Securities Laws.

How many shares will be voted at the Meeting?

All shareholders who hold shares of Common Stock at the end of the business day on the Record Date are entitled to vote at the Meeting. As of March 7, 2023, there were 15,355,389 shares of Common Stock, par value $0.01 per share (''Common Stock'') outstanding. Each holder of shares of Common Stock is entitled to one vote per share on all matters properly brought before the Meeting. Shareholders are not permitted to cumulate votes for the purpose of electing directors or otherwise.

What constitutes a quorum for the Meeting?

The holders of a majority of the voting power of the shares of Common Stock outstanding on the Record Date will constitute a quorum at the Meeting. Shares of Common Stock represented in person or by proxy at the Meeting (including shares which abstain or do not vote with respect to one or more of the matters presented at the Meeting) will be tabulated by the Company's Secretary who will determine whether or not a quorum is present.

How many votes are required for the proposals?

The affirmative vote of a majority of the votes cast at the meeting is required for a Proposal to be approved.

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How will abstentions be counted?

Abstentions will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular matter but will not be counted as votes cast on such matter. As a result, once a quorum is established, abstentions will have no effect on such matters.

What is a broker non-vote and how is it counted?

If a broker holding stock in ''street name'' indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. Each of the proposals to be voted on at the Meeting is a non-routine matter. Consequently, without your voting instructions, your brokerage firm cannot vote your shares on any of the proposals. These unvoted shares, called ''broker non-votes,'' refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote on non-routine matters. Accordingly, a ''broker non-vote'' may affect establishment of a quorum, but, once a quorum is established, will have no effect on the voting on such matters.

Are there any dissenters' rights or appraisal rights with respect to any of the proposals described in this Proxy Statement?

There are no rights of appraisal or similar dissenter's rights with respect to any matter to be acted upon pursuant to this Proxy Statement.

Where can I find the voting results of the Meeting?

The Company will announce preliminary or final voting results at the Meeting and publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the ''SEC'') within four business days of the completion of the Meeting.

Are there any shareholders that beneficially own more than 5% of NHC's Common Stock?

The following information is based upon filings made by the persons or entities identified below with the SEC. Except as set forth below, as of the close of business on March 7, 2023, no person or entity was known to us to beneficially own more than 5% of the outstanding Common Stock.

		Amount & Nature of
Name and Address of	Beneficial Ownership of	Percent
Beneficial Owner		Common Stock		of Class(1)
The Vanguard Group	1,406,408(2)		9.2%
100 Vanguard Blvd.
Malvern, PA 19355
National Health Corporation(3)	1,084,763		7.0%
P. O. Box 1398
Murfreesboro, TN 37133
BlackRock, Inc	949,406(4)		6.2%
55 East 52nd Street
New York, NY 10055
Dimensional Fund Advisors, LP	845,966(5)		5.5%
6300 Bee Cave Road, Building One
Austin, TX 78746

• Columns that do not apply have been deleted.

1. The percentages shown are based on 15,355,389 shares of Common Stock outstanding plus, as to each individual and group listed, the number of shares of Common Stock deemed to be owned by such holder pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), assuming the exercise of options that are exercisable within 60 days.
2. Based solely on information provided by The Vanguard Group on a Schedule 13G/A filed February 9, 2023, which provides that the Vanguard Group has shared voting power with respect to 9,303 shares, sole dispositive power with respect to 1,385,668 shares and shared dispositive power with respect to 20,704 shares.
3. National Health Corporation is owned solely by the National Health Corporation Leveraged Employee Stock Ownership Plan & Trust. Its board of directors is composed of Brian Kidd, Jeffrey R. Smith, and R. Michael Ussery, all of whom disclaim any beneficial ownership thereof.
4. Based solely on information provided by BlackRock, Inc. on a Schedule 13G/A filed February 1, 2023, which provides that BlackRock has sole voting power with respect to 917,116 shares and sole dispositive power with respect to 949,406 shares.
5. Based solely on information provided by Dimensional Fund Advisors, LP on a Schedule 13G filed February 14, 2023.

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