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    SEC Form 424B7 filed by National Research Corporation

    2/10/26 5:06:26 PM ET
    $NRC
    Biotechnology: Commercial Physical & Biological Resarch
    Health Care
    Get the next $NRC alert in real time by email
    424B7 1 form_424b7.htm FORM 424B7

    Filed Pursuant to Rule 424(b)(7)
    Registration No. 333-232534


    PROSPECTUS SUPPLEMENT NO. 2
    (To Prospectus dated July 3, 2019 and
    Prospectus Supplement No. 1 dated July 21, 2021)

    NATIONAL RESEARCH CORPORATION

    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 (together, the “Prospectus”). This Prospectus Supplement No. 2 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. 2 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 February 10, 2026.

    ABOUT THIS PROSPECTUS SUPPLEMENT

    This Prospectus Supplement No. 2 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. 2 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 transfers and prior sales under the Prospectus.

    The following table sets forth information as of February 10, 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 22,657,421 shares of Common Stock outstanding as of October 31, 2025.

    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. 2.

    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 2018 Irrevocable Trust
    13,280
    13,280
    0
    0.0%
    Ian G. Rinaker 2018 Irrevocable Trust
    19,139
    19,139
    0
    0.0%
    Elissa C.G. Hunt 2018 Irrevocable Trust
    19,139
    19,139
    0
    0.0%
    Nicole J. W. Requena Irrevocable Trust dated February 8, 2010
    94,052
    94,052
    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 Irrevocable Trust dated February 8, 2010
    65,597
    65,597
    0
    0.0%
    Cynthe Dumler Irrevocable Trust dated February 8, 2010
    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. Hunt Irrevocable Trust dated February 8, 2010
    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 2018 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.
    279,100
    279,100
    0
    0.0%

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