(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1245 Q Street, Lincoln, Nebraska

(Address of principal executive offices)

(Zip Code)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Title of each class

Trading Symbol(s)

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$.001 Par Value Common Stock

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

On April 27, 2026, the Compensation and Talent Committee (the “Committee”) of the Board of Directors (the “Board”) of NRC Health (the “Company”) approved amendments to the following previously granted equity awards (collectively, the “Amended Awards”):

 

●         500,000 shares of stock granted on June 1, 2025, to Trent Green, the Company’s Chief Executive Officer and a member of the Board;

●         100,000 shares of stock granted on April 7, 2025, to Helen Hrdy, the Company’s Chief Operating Officer and EVP; and

●         100,000 shares of stock granted on April 7, 2025, to Andrew Monich, the Company’s Chief Corporate Development Officer and EVP.

 

At the time the grants were made, the intent was to provide the executives with fully vested, meaningful stock ownership to align their interests and experience with the interests and experience of non-management stockholders. This was to include feeling the economic impact of stock price increases and decreases, the receipt of dividends, and taxation of gain and dividends the same as other owners. The company materially funded, and the executives recognized and paid, income taxes in 2025 based on the grant date value as a cost of seeking this alignment.

 

Subsequent tax analysis identified uncertainty regarding the date on which the awards would be treated as fully vested for tax purposes, attributable to the Company’s right to repurchase the shares underlying the award for $1.00 if the executive was terminated for cause or resigned for good reason prior to the third anniversary of the grant date. To achieve the intended alignment with stockholders and put the executives as close as possible to the originally intended position, the Committee (i) amended the award agreements to eliminate the repurchase right, and (ii) approved cash bonuses in the amounts of approximately $1.9 million for Mr. Green and approximately $0.5 million for each of Ms. Hrdy and Mr. Monnich to cover the estimated cash taxes payable by these executives in connection with the change to the Amended Awards and the receipt of the bonuses.

 

The amendments and related bonus are expected to result in approximately $9.4 million of expense during the second quarter of 2026, consisting of (i) approximately $6.5 million of non-cash accelerated equity compensation expense, substantially all of which would otherwise have been recognized ratably through the second quarter of 2028, and (ii) approximately $2.9 million of cash bonus expense, primarily related to tax payments. The Company’s effective tax rate for the second quarter and the remainder of 2026 is expected to be impacted by the non-deductibility of these amounts. The acceleration of equity compensation expense eliminates the impact of these awards on future periods.

Date: April 28, 2026

By:

/s/ Shane Harrison

Executive Vice President and Chief Financial Officer