UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 1828, 2025

National Research Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35929	47-0634000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1245 Q Street, Lincoln, Nebraska	68508
(Address of principal executive offices)	(Zip Code)

(402) 475-2525

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$.001 Par Value Common Stock	NRC	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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 18, 2025, the board of directors (the “Board”) of National Research Corporation, a Delaware corporation (the "Company"), designated Michael D. Hays, the Company’s Chief Executive Officer, to serve as the Company’s principal financial officer. Mr. Hays will also continue to serve as the Company’s principal executive officer until Trent Green joins as the Company’s Chief Executive Officer on June 1, 2025. Additionally, on April 18, 2025, the Board appointed Jordan N. Freeman as the Company’s Chief Accounting Officer. In this role, Ms. Freeman will serve as the Company’s principal accounting officer. There were no compensation changes in connection with the appointments of Mr. Hays or Ms. Freeman. The following is biographical information for Mr. Hays and Ms. Freeman: Michael D. Hays, 70, has served as Chief Executive Officer and a director since he founded the Company in 1981 and will continue to serve as Chief Executive Officer until Trent Green joins the Company in June 2025. Mr. Hays also served as President of the Company from 1981 to 2004, from July 2008 to July 2011, and from October 2020 to present. Prior to founding the Company, Mr. Hays served for seven years as a Vice President and a director of SRI Research Center, Inc. (n/k/a the Gallup Organization). Jordan N. Freeman, 37, joined the Company in April 2025 as Vice President, Finance Operations. Prior to joining the Company, Ms. Freeman served in various roles at Nelnet, Inc., a publicly traded company on the New York Stock Exchange with businesses related to consumer lending, loan servicing, payments, and technology. From January 2023 to March 2025, Ms. Freeman served as Director of Accounting - Nelnet Business Solutions, from January 2019 to January 2023, she served as Director of Accounting - Nelnet Diversified Solutions, and from July 2016 to December 2018, she served as Segment Controller – Manager, Nelnet Diversified Solutions. During her time at Nelnet, Ms. Freeman oversaw accounting operations for certain segments of Nelnet. Ms. Freeman also served as an Accountant for HBE Becker Meyer Love, LLP from 2015 to 2016 and as a Senior Audit Associate with Deloitte & Touche LLP from 2011 to 2015. Ms. Freeman is a Certified Public Accountant.

Item 2.02	Results of Operations and Financial Condition.

	On April 28, 2025, National Research Corporation, a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 7.01	Regulation FD Disclosure.

	On April 25, 2025, the Company’s Board of Directors approved repurchasing up to one million additional shares of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.

	(d)	Exhibits.

	EXHIBIT NUMBER	EXHIBIT DESCRIPTION

	99.1	National Research Corporation press release announcing its financial and operating results for the first quarter ended March 31, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	The information contained in Items 2.02, 7.01, and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

	The information in Items 2.02, 7.01, and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONAL RESEARCH CORPORATION
	(Registrant)
Date: April 22, 2025	By:	/s/ Michael D. Hays
Date: April 28, 2025	By:	/s/ Michael D. Hays
		Michael D. Hays
		Chief Executive Officer

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