As filed with the Securities and Exchange Commission on January 9, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
| Maryland |
46-5212033 |
| (State or other jurisdiction of |
(I.R.S. Employer |
| incorporation or organization) |
Identification No.) |
| |
|
| 3326 Aspen Grove Drive, Suite 150 |
|
| Franklin, Tennessee |
37067 |
| (Address of Principal Executive Offices) |
(Zip Code) |
2024 Incentive Plan, as amended
(Full Title of Plan)
David H. Dupuy
Community Healthcare Trust Incorporated
3326 Aspen Grove Drive, Suite 150
Franklin, Tennessee 37067
(Name and address of agent for service)
(615) 771-3052
(Telephone number, including area code, of agent
for service)
With a copy to:
Tonya Mitchem Grindon
Nathanael P. Kibler
Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC
1600 West End Avenue, Suite 2000
Nashville, TN 37203
(615) 726-5600
(615) 744-5607 (fax)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer,”
“accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act:
| Large accelerated filer |
¨ |
Accelerated filer |
x |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
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 7(a)(2)(B) of the Securities
Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction
E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by Community Healthcare Trust Incorporated,
a Maryland corporation (the “Registrant”), for the purpose of registering an additional 500,000 shares of the Registrant’s
common stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to the Registrant’s Alignment of Interest
Program, as amended (the “Alignment of Interest Program”), which was adopted under the 2024 Incentive Plan, as amended (the
“2024 Plan”).
Under the Alignment of Interest
Program, (i) employees without written employment agreements may elect to defer up to 100% of their base salary and other compensation,
(ii) employees with written employment agreements may elect to defer up to 50% of their base salary and other compensation, and (iii) directors
may elect to defer up to 100% of their director fees, in exchange for restricted shares of Common Stock (“Acquisition Shares”).
Pursuant to board of director (“Board”) approvals, effective as of November 1, 2016 and May 5, 2022, the Board previously
reserved an aggregate of 1,000,000 shares of Common Stock to be issued to participants in the Alignment of Interest Program upon election
to receive Acquisition Shares (the “Program Pool”). On December 7, 2016 and May 5, 2022, the Registrant filed Registration
Statements on Form S-8 (File Nos. 333-214951 and 333-264689) with the Securities and Exchange Commission (“SEC”) in each
case to register 500,000 shares of Common Stock under the Program Pool.
As of January 5, 2026,
the Registrant had issued a total of 976,853 restricted shares of Common Stock under the Program Pool in lieu of cash compensation to
its employees, officers, and directors since commencement of the Program in 2016, with 23,147 authorized shares that had not been issued.
Given that there were only 23,147 authorized but unissued restricted shares of Common Stock remaining on January 5, 2026, the Board
approved an amendment to the Alignment of Interest Program, which increased the number of Acquisition Shares to be issued under the Program
Pool by 500,000 shares. The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering the additional
500,000 shares of Common Stock issuable under the Program Pool pursuant to the Alignment of Interest Program.
The
shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as (i) the 1,150,000
shares of Common Stock previously registered for issuance under the 2024 Plan pursuant to the currently effective Registration Statement
on Form S-8 (File No. 333-279075)
filed with the SEC on May 2, 2024, (ii) the 500,000 shares of Common Stock previously registered for issuance pursuant to
the Alignment of Interest Program pursuant to the currently effective Registration Statement on Form S-8
(File No. 333-264689) filed with the SEC on May 5, 2022, and (iii) the 500,000 shares of Common Stock previously registered
for issuance pursuant to the Alignment of Interest Program pursuant to the currently effective Registration Statement on Form S-8
(File No. 333-214951), filed with the SEC on December 7, 2016.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously filed with the SEC:
(1) The
contents of the earlier registration statements on Forms S-8 relating to the 2024 Plan filed with the SEC on May 2,
2024 (File No. 333-279075), and relating to the Alignment of Interest Program filed with the SEC on May 5,
2022 (File No. 333-264689) and December 7,
2016 (File No. 333-214951).
(2) The
description of the Registrant’s Common Stock contained in a registration statement on Form 8-A,
filed with the SEC on May 19, 2015 (File No. 001-37401) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(3) The
Registrant’s Annual Report on Form 10-K (File No. 001-37401) for the year ended December 31, 2024, filed with the
SEC on February 18, 2025.
(4) The
information specifically incorporated by reference into the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2024 from its definitive
proxy statement on Schedule 14A (File No. 001-37401) for the 2025 Annual Meeting of Stockholders, filed with the SEC on March 13,
2025.
(5) The
Registrant’s Quarterly Reports on Form 10-Q (File No. 001-37401) for the quarters ended March 31, 2025, June 30,
2025, and September 30, 2025, filed with the SEC on April 29,
2025, July 29, 2025, and October 28,
2025, respectively.
(6) The
Registrant’s Current Reports on Form 8-K (File No. 001-37401), filed with the SEC, excluding the items furnished as exhibits
to such reports, on February 18,
2025, May 1, 2025, May 6,
2025, and January 9, 2026.
All documents that the Registrant
subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement
(except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof
and any corresponding exhibits thereto not filed with the SEC), and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 6. |
Indemnification of Directors and Officers. |
Maryland law permits a Maryland
corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter
contains a provision which eliminates our directors’ and officers’ liability to the maximum extent permitted by Maryland law.
Maryland law requires a Maryland
corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of
his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it
is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer
actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition,
Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt
of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed
by the corporation if it is ultimately determined that the standard of conduct was not met.
Our charter authorizes us
to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former
director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director,
director, officer, partner, member, manager, employee, or agent of another REIT, corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by
reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which
that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding.
We have entered into indemnification
agreements with each of our officers and directors whereby we agree to indemnify such officers and directors to the fullest extent permitted
by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that
upon an application for indemnity by an officer or director to a court of appropriate jurisdiction, such court may order us to indemnify
such officer or director.
Insofar as the foregoing provisions
permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed
that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
A list of exhibits filed with
the registration statement or incorporated by reference is set forth in the Exhibit Index hereto and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit |
|
|
| No. |
|
Description |
| 4.1 |
|
Corporate Charter of Community Healthcare Trust Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-203210) filed with the SEC on May 6, 2015). |
| |
|
|
| 4.2 |
|
Amended and Restated Bylaws of Community Healthcare Trust Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37401) filed with the SEC on November 3, 2020). |
| |
|
|
| 4.3 |
|
Form of Certificate of Common Stock of Community Healthcare Trust Incorporated (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11 (File No. 333-203210) filed with the SEC on April 2, 2015). |
| 4.4 |
|
Community Healthcare Trust Incorporated 2024 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on May 2, 2024). |
| |
|
|
| 4.5 |
|
Amendment No. 1 to Community Healthcare Trust Incorporated 2024 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on May 2, 2024). |
| |
|
|
| 4.6 |
|
Fourth Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on May 2, 2024). |
| |
|
|
| 4.7 |
|
Amendment No. 1 to Fourth Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37401) filed with the SEC on October 28, 2025). |
| |
|
|
| 4.8 |
|
Amendment No. 2 to Fourth Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on January 9, 2026). |
| |
|
|
| 4.9 |
|
Community Healthcare Trust Incorporated Restricted Stock Agreement - Award Shares Pursuant to the Fourth Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37401) filed with the SEC on October 28, 2025). |
| |
|
|
| 4.10* |
|
Community Healthcare Trust Incorporated Restricted Stock Agreement - Acquisition Shares Pursuant to the Fourth Amended and Restated Alignment of Interest Program |
| |
|
|
| 4.11 |
|
Fourth Amended and Restated Executive Officer Incentive Program (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on May 2, 2024). |
| |
|
|
| 4.12 |
|
Second Amended and Restated Non-Executive Officer Incentive Program (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-37401) filed with the SEC on May 2, 2024). |
| |
|
|
| 5.1* |
|
Legal Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC. |
| |
|
|
| 23.1* |
|
Consent of Independent Registered Public Accounting Firm, BDO USA, P.C. |
| |
|
|
| 23.2* |
|
Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included as part of Exhibit 5.1). |
| |
|
|
| 24.1* |
|
Power of Attorney (included as part of the signature page hereto). |
| |
|
|
| 107* |
|
Filing Fee Table |
* Filed herewith
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Franklin, State of Tennessee, on January 9, 2026.
| |
COMMUNITY HEALTHCARE TRUST INCORPORATED |
| |
|
|
| |
By: |
/s/ David H. Dupuy |
| |
Name: |
David H. Dupuy |
| |
Title: |
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
each person whose signature appears below hereby constitutes and appoints David H. Dupuy his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments and post-effective amendments to this Registration Statement and any registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with the SEC, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature |
|
Title |
|
Date |
| |
|
|
|
| /s/ David H. Dupuy |
|
Chief Executive Officer, President |
January 9, 2026. |
| David H. Dupuy |
|
and Director (Principal Executive Officer) |
|
| |
|
|
|
| /s/ William G. Monroe IV |
|
Executive Vice President and Chief Financial |
January 9, 2026. |
| William G. Monroe IV |
|
Officer (Principal Financial Officer) |
|
| |
|
|
|
| /s/ Leigh Ann Stach |
|
Executive Vice President and Chief Accounting |
January 9, 2026. |
| Leigh Ann Stach |
|
Officer (Principal Accounting Officer) |
|
| |
|
|
|
| /s/ Cathrine Cotman |
|
Director |
January 9, 2026. |
| Cathrine Cotman |
|
|
|
|
| |
|
|
|
|
| /s/ Alan Gardner |
|
Director |
January 9, 2026. |
| Alan Gardner |
|
|
|
|
| |
|
|
|
|
| /s/ Claire Gulmi |
|
Director |
January 9, 2026. |
| Claire Gulmi |
|
|
|
|
| |
|
|
|
|
| /s/ Robert Hensley |
|
Director |
January 9, 2026. |
| Robert Hensley |
|
|
|
|
| |
|
|
|
|
| /s/ R. Lawrence Van Horn |
|
Director |
January 9, 2026. |
| R. Lawrence Van Horn |
|
|
|
|
