Form 424B7 NRC HEALTH

May 13, 2026 4:10 PM EDT
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-232534
 
 
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated July 3, 2019,
Prospectus Supplement No. 1 dated July 21, 2021, and
Prospectus Supplement No. 2 dated February 10, 2026)
 
NRC HEALTH
 
14,524,566 Shares of Common Stock Offered by Selling Shareholders
_____________________________
 
The following information amends and supplements information contained in the prospectus, dated July 3, 2019 as amended and supplemented by Prospectus Supplement No. 1 dated July 21, 2021 and Prospectus Supplement No. 2 dated February 10, 2026 (together, the “Prospectus”). This Prospectus Supplement No. 3 should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus, except to the extent that information that is presented herein supersedes the information contained in the Prospectus. This Prospectus Supplement No. 3 is not complete without, and may only be delivered or utilized in connection with, the Prospectus, including any amendments or supplements thereto.
 
Our Common Stock is listed on the NASDAQ Global Select Market under the symbol “NRC.”
_____________________________
 
Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 4 of the Prospectus.
_____________________________
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement.  Any representation to the contrary is a criminal offense.
_____________________________
 
The date of this prospectus supplement is May 13, 2026.
ABOUT THIS PROSPECTUS SUPPLEMENT
 
This Prospectus Supplement No. 3 is being filed to amend and supplement information that appears under the caption “Selling Shareholders” in the Prospectus. Capitalized terms that are not defined in this Prospectus Supplement No. 3 are defined in the Prospectus.
 
SELLING SHAREHOLDERS
 
The following information is being provided to update the Selling Shareholders table in the Prospectus to reflect various estate planning transactions and prior sales under the Prospectus.
 
The following table sets forth information as of May 13, 2026 with respect to the number of shares of our Common Stock beneficially owned by each selling shareholder prior to this offering, the number of shares that may be offered for sale by each selling shareholder by the Prospectus and the number of shares that each selling shareholder would have following the sale of all of the shares of Common Stock offered by the selling shareholders under the Prospectus. Only those selling shareholders listed below, or their donees, pledgees, transferees, or successors-in-interest, may offer and sell the Common Stock pursuant to the Prospectus. The selling shareholders may offer for sale pursuant to the Prospectus from time to time none, some or all of the shares of our Common Stock listed below. Accordingly, the numbers of shares shown in the following table as beneficially owned after the offering are only estimates, based on the assumption that all of the shares offered by the selling shareholders under the Prospectus will be sold. In the past three years, none of the selling shareholders has had any material relationship with the Company or any of its predecessors or affiliates.
 
The percentage ownership data is based on 22,536,696 shares of Common Stock outstanding as of April 30, 2026.
 
The Company has prepared the table below based on information given to the Company by, or on behalf of, the selling shareholders on or before the date of Prospectus Supplement No. 3.
 
Selling Shareholder
Shares of
Common Stock Beneficially
Owned
Prior to Offering
Shares of
Common Stock
Being Offered
Shares of
Common Stock
to be Beneficially Owned
After Offering
Percent of
Common Stock
to be
Beneficially
Owned
After Offering
Amandla LLC
4,755,317
4,755,317
0
0.0%
Common Property Trust LLC
3,854,284
3,854,284
0
0.0%
Kailey P. Rinaker 2026 Irrevocable Trust
13,280
13,280
0
0.0%
Ian G. Rinaker 2026 Irrevocable Trust
19,139
19,139
0
0.0%
Elissa C.G. Hunt 2026 Irrevocable Trust
19,139
19,139
0
0.0%
Nicole J. W. Requena Irrevocable Trust dated February 8, 2010
87,762
87,762
0
0.0%
Hannah L. McMahon Irrevocable Trust dated February 8, 2010
62,018
62,018
0
0.0%
Scott Oliver Irrevocable Trust dated February 8, 2010
67,258
67,258
0
0.0%
Mark Oliver 2026 Irrevocable Trust
65,597
65,597
0
0.0%
Cynthe Dumler 2026 Irrevocable Trust
77,000
77,000
0
0.0%
Tyler J. Vanderzee Irrevocable Trust dated February 8, 2010
109,569
109,569
0
0.0%
Ashley E. Rinaker 2026 Irrevocable Trust
597,475
597,475
0
0.0%
Morgan P. McMahon Irrevocable Trust dated February 8, 2010
96,954
96,954
0
0.0%
Thomas Hays 2026 Irrevocable Trust
77,000
77,000
0
0.0%
Thomas Hays Irrevocable Trust dated December 28, 1999
47,110
47,110
0
0.0%
Foundation for Tomorrow
19,085
19,085
0
0.0%
Kaye and Steven McMahon 2012 Irrevocable Trust
78,575
78,575
0
0.0%
Burr Oak Mark Oliver LLC
81,672
81,672
0
0.0%
Burr Oak Scott Oliver LLC
81,672
81,672
0
0.0%
Burr Oak Cynthe Dumler LLC
11,667
11,667
0
0.0%
Burr Oak Ashley Rinaker LLC
27,613
27,613
0
0.0%
Burr Oak MK LLC
110,005
110,005
0
0.0%
Harbor of Dreams, Inc.
259,100
259,100
0
0.0%
 

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