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0001631569
COMMUNITY HEALTHCARE TRUST INC
0001631569
2026-01-05
2026-01-05
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iso4217:USD
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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):
January 5, 2026
COMMUNITY
HEALTHCARE TRUST INCORPORATED
(Exact Name of Registrant as Specified in
its Charter)
| Maryland |
|
001-37401 |
|
46-5212033 |
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
| 3326
Aspen Grove Drive, Suite
150, Franklin,
Tennessee 37067 |
(Address of Principal Executive Offices) (Zip Code)
|
(615)
771-3052
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
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 (see
General Instruction A.2. below):
| ¨ |
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 |
|
Name
of each exchange on which registered |
| Common
stock, $0.01 par value per share |
|
CHCT |
|
New
York Stock Exchange |
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.
(e) On January
5, 2026, the Board of Directors (the “Board”) of Community Healthcare Trust Incorporated (the “Company”),
at the recommendation of the compensation committee of the Board, approved and adopted the Second Amendment (the “Second Amendment”)
to the Fourth Amended and Restated Alignment of Interest Program (the “Alignment of Interest Program”). The Second
Amendment reserves an additional 500,000 restricted shares of the Company’s common stock, $0.01 par value per share, in the Program
Pool under the Alignment of Interest Program for issuance to the Company’s employees, officers and directors in lieu of such employee’s,
officer’s or director’s cash compensation.
The foregoing description of
the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is included as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item. The foregoing description of the Second Amendment does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 2 to the Fourth Amended and Restated Alignment of Interest Program |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| |
Community Healthcare Trust Incorporated |
| |
|
|
| Date: January 9, 2026 |
By: |
/s/ David H. Dupuy |
| |
|
Name: David H. Dupuy |
| |
|
Title: Chief Executive Officer and President |