[8-K] Community Healthcare Trust Incorporated Reports Material Event

Rhea-AI Filing Summary

Cel-Sci Corp. (CVM) filed a Form 4 showing CEO & Director Geert R. Kersten was granted 25,000 stock options on 07/28/2025. The options carry an $8.20 exercise price, expire 07/27/2035, and vest in three equal annual tranches starting one year from grant. No common-stock purchases or sales were reported in Table I.

After the grant, Kersten directly holds 175,157 derivative securities (options). The transaction represents routine equity compensation and introduces only immaterial dilution given Cel-Sci’s outstanding share base. The filing contains no financial results, guidance changes, or other corporate events.

Positive

• Incentive alignment: Option grant ties CEO compensation to future share performance, potentially motivating value creation.

Negative

• Potential dilution: New options add to overhang, albeit modestly.
• No performance conditions: Time-based vesting may weaken pay-for-performance linkage.

Insights

Financial Analyst

TL;DR: Routine CEO option grant; negligible balance-sheet impact.

The 25k option award aligns the CEO with shareholders but is too small to materially affect dilution or valuation. Strike set at $8.20—likely near or slightly above market—so value is contingent on future price appreciation. Total options held (175k) remain minor versus Cel-Sci’s float. No cash outlay or revenue effect; investor impact neutral.

Corporate Governance Expert

TL;DR: Standard incentive structure; governance risk unchanged.

Three-year graded vesting promotes retention and long-term focus. Absence of performance hurdles limits pay-for-performance rigor, yet award size is moderate. Filing discloses direct ownership, enhancing transparency. Overall, governance profile remains stable.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 29, 2025

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)

(I.R.S. 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02    Results of Operations and Financial Condition

On July 29, 2025, Community Healthcare Trust Incorporated (the "Company") issued a press release announcing its earnings for the second quarter ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

This information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Item 7.01     Regulation FD Disclosure

The Company is furnishing its Supplemental Information for the second quarter ended June 30, 2025, which is also contained on its website (www.chct.reit). See Exhibit 99.2 to this Current Report on Form 8-K.

The Company has prepared an investor presentation for the second quarter ended June 30, 2025 that is expected to be used in meetings with current and potential investors. A copy of this presentation is available on the Company's website (www.chct.reit).

This information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

The exhibits required by Item 601 of Regulation S-K which are filed with this report are listed in the Exhibit Index and are hereby incorporated in by reference.

EXHIBIT INDEX

Exhibit No.			Description
99.1			Press release dated July 29, 2025
99.2			Supplemental Information - Second Quarter 2025
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
			By:			/s/ William G. Monroe IV
						William G. Monroe IV
						Executive Vice President and Chief Financial Officer
July 29, 2025

FAQ

How many options did CVM's CEO receive in the latest Form 4?

Geert Kersten was granted 25,000 stock options on 07/28/2025.

What is the exercise price of the newly issued CVM options?

The options have an $8.20 exercise (conversion) price.

When do the options granted to CVM's CEO vest?

They vest in three equal annual installments starting one year after the 07/28/2025 grant date.

What is the expiration date for the CEO’s new CVM options?

The options expire on 07/27/2035.

How many derivative securities does the CEO hold after this transaction?

Following the grant, Kersten beneficially owns 175,157 options.