Material Agreement

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): June 16, 2023     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))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered $0.001 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 1.01           Entry into a Material Definitive Agreement.     On June 16, 2023, National Research Corporation, a Delaware corporation (the “Company”), entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) with First National Bank of Omaha, a national banking association (“FNB”), that amends the terms of that certain Amended and Restated Credit Agreement, dated May 28, 2020, by and among the Company and FNB, as amended (the “Credit Agreement”).   The Second Amendment: (i) revised the definition of Consolidated Fixed Charge Coverage Ratio to exclude unfinanced capital expenditures incurred in connection with the Company’s renovation of its corporate headquarters; and (ii) limited the capital expenditures incurred by the Company in connection with such renovation to an aggregate amount not to exceed $25,000,000 from or after January 1, 2023.   The foregoing summary of the terms and conditions of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which will be filed with the Company’s Form 10-Q for the quarter ending June 30, 2023.             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: June 16, 2023 By: /s/ Kevin R. Karas     Kevin R. Karas     Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary