Community Health Systems plans $1.24B note exchange

Under the proposed terms, accepted tenders after November 23, 2026 and by December 10, 2026 would receive $970 of new notes per $1,000 of old notes; deadlines may be extended.

Available on EDGAR 11/10/2026 - 06:06 AM EST Accepted by SEC EDGAR 11/09/2026 - 07:43 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Community Health Systems, Inc. said its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the Issuer), intends to commence a private exchange offer for any and all of its outstanding 6.875% Junior-Priority Secured Notes due 2029, with an aggregate principal amount of $1,244,476,000, for newly issued 10.250% Senior Secured Notes due 2035. The Issuer also intends to solicit consents to amendments that would eliminate substantially all restrictive covenants, certain events of default and other provisions in the old-note indenture.

Supporting holders agreed, subject to conditions, to tender approximately $643.7 million of Old Notes, representing approximately 52% of outstanding principal. The Issuer expects to have the necessary consents assuming the exchange offer and consent solicitation are consummated. It says it is under no obligation to commence either and there is no assurance either will be commenced or consummated.

Filing Explained

A conditional backstop requires new-note issuance for old-note principal left unexchanged, against supporting holders’ 2030 notes.

The offer remains proposed, and its consideration changes with tender timing: each $1,000 principal amount accepted would be exchanged for $1,000 of new notes if tendered by November 23, 2026, or $970 if tendered afterward by December 10, 2026; the earlier amount includes a $30 principal premium.

If less than all old notes are validly tendered and accepted, the issuer has agreed, subject to the offer's conditions, to issue supporting holders new notes equal in principal to the old-note amount left unexchanged. In exchange, those holders would deliver 2030 Junior-Priority Secured Notes with principal equal to that unexchanged amount divided by 0.87, rounded down to the nearest $1,000; the new notes would form part of the same series as those offered in the exchange.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Old Notes outstanding: $1,244,476,000 aggregate principal amount Total Consideration: $1,000 principal amount per $1,000 of Old Notes Early Tender Premium: $30 principal amount per $1,000 of Old Notes +5 more

8 metrics

Old Notes outstanding $1,244,476,000 aggregate principal amount 6.875% Junior-Priority Secured Notes due 2029

Total Consideration $1,000 principal amount per $1,000 of Old Notes Tendered at or before the Early Tender Deadline and accepted

Early Tender Premium $30 principal amount per $1,000 of Old Notes Included in the Total Consideration for accepted tenders by the Early Tender Deadline

Exchange Consideration $970 principal amount per $1,000 of Old Notes For accepted tenders after the Early Tender Deadline and by the Expiration Date

Supporting holders' Old Notes Approximately $643.7 million aggregate principal amount Subject to conditions, Supporting Holders agreed to tender this amount

Supporting holders' share of outstanding principal Approximately 52% The share represented by Old Notes Supporting Holders agreed to tender

New Notes interest rate 10.250% per annum Expected interest rate on the New Notes

New Notes maturity January 15, 2035 Expected maturity date

Key Terms

Early Tender Premium, Consent Solicitation, Requisite Consents, make-whole provision, +1 more

5 terms

Early Tender Premium financial

"includes an early tender premium of $30 principal amount"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

Consent Solicitation financial

"to solicit consents to adopt certain proposed amendments"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

Requisite Consents financial

"the receipt of the Requisite Consents"

Requisite consents are the approvals, permissions, or waivers that a company must obtain from third parties—such as regulators, lenders, customers, landlords, or business partners—before a transaction or change can proceed. They matter to investors because missing or delayed consents can block deals, slow integration, or create legal and financial uncertainty; like needing several keys to open a locked door, the transaction can't move forward until each required key is provided.

make-whole provision financial

"subject to a standard make-whole provision"

A make-whole provision is a clause in a loan or bond that requires a borrower to pay extra cash to lenders if the borrower repays the debt early, compensating them for the interest they would have received. It matters to investors because it protects expected income and affects the value and yield of a bond, and it matters to issuers because it raises the cost of refinancing. Think of it like paying a landlord a lump sum to cover the remaining rent when breaking a lease early.

shared first-priority liens financial

"shared first-priority liens on the collateral"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does CYH's proposed note exchange offer give holders?

For each $1,000 principal amount accepted, holders tendering by 5:00 p.m. New York City time on November 23, 2026 would be entitled to $1,000 principal amount of New Notes, including the $30 Early Tender Premium. Later tenders by 5:00 p.m. New York City time on December 10, 2026 would be entitled to $970, subject to acceptance; the deadlines may be extended.

When would interest be paid on CYH's proposed 2035 notes?

The New Notes are expected to bear interest at 10.250% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2027. Interest is expected to accrue from and including the issue date.

When is settlement of CYH's proposed note exchange expected?

Subject to the exchange offer's terms and conditions, settlement is expected promptly after the Expiration Date and is currently expected to occur on the second business day after that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2026-11-09 2026-11-09

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): November 9, 2026

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-15925		13-3893191
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000

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
Common Stock, $0.01 par value		CYH		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 8.01. Other Events.

On November 9, 2026, Community Health Systems, Inc. issued a press release announcing that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to commence a private offer to exchange any and all of its outstanding 6.875% Junior-Priority Secured Notes due 2029 (the “Old Notes”) for newly issued 10.250% Senior Secured Notes due 2035 (the “New Notes”) and, concurrently therewith, to solicit consents to certain proposed amendments to the indenture governing the Old Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

99.1		Press Release of Community Health Systems, Inc., dated November 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Date: November 9, 2026				COMMUNITY HEALTH SYSTEMS, INC. (Registrant)
				By:		/s/ Kevin J. Hammons
						Kevin J. Hammons Director and Chief Executive Officer (principal executive officer)

Exhibit 99.1

COMMUNITY HEALTH SYSTEMS ANNOUNCES PROPOSED

EXCHANGE OFFER AND CONSENT SOLICITATION

FRANKLIN, Tenn., November 9, 2026 – Community Health Systems, Inc. (the “Company”) (NYSE:CYH) today announced that its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), intends to commence a private offer to exchange (the “Exchange Offer”) any and all of its approximately $1,244 million aggregate principal amount of outstanding 6.875% Junior-Priority Secured Notes due 2029 (the “Old Notes”) for new 10.250% Senior Secured Notes due 2035 (the “New Notes”).

In addition, the Issuer intends to solicit consents (“Consents” and such solicitation, the “Consent Solicitation”) from eligible holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Old Notes Indenture”), to eliminate substantially all restrictive covenants, certain events of default and certain other provisions contained in the Old Notes Indenture. The Supporting Holders (as defined below) who have entered into the Support Agreement (as defined below) collectively hold a majority of the outstanding principal amount of Old Notes, which means the Issuer expects to have the necessary consents to adopt the Proposed Amendments, assuming the consummation of the Exchange Offer and the Consent Solicitation.

Pursuant to the Exchange Offer, in exchange for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) (i) at or prior to 5:00 p.m., New York City time, on November 23, 2026 unless extended (such time and date, as the same may be extended, the “Early Tender Deadline”) and accepted by the Issuer, participating eligible holders of Old Notes will be entitled to receive $1,000 principal amount of New Notes (the “Total Consideration”), which includes an early tender premium of $30 principal amount of New Notes (the “Early Tender Premium”), and (ii) after the Early Tender Deadline and at or prior to 5:00 p.m., New York City time, on December 10, 2026 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”), and accepted by the Issuer, participating eligible holders of Old Notes will be entitled to receive $970 principal amount of New Notes (the “Exchange Consideration”), which does not include the Early Tender Premium.

Title of Old     Notes

CUSIP/ISIN

Aggregate Principal Amount of Old Notes Outstanding

New Notes to be Issued in Exchange for Old Notes

Exchange Consideration

Early Tender Premium

Total Consideration, if validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline

6.875% Junior -  Priority Secured   Notes due 2029

144A: 12543D BJ8 / US12543DBJ81 Reg S: U17127 AT5 / USU17127AT51

$1,244,476,000

10.250% Senior Secured Notes due 2035

$970

$30

$1,000

-MORE-

The Issuer has entered into an exchange offer support agreement (the “Support Agreement”) with certain institutional investors that are holders of the Old Notes (the “Supporting Holders”) pursuant to which such Supporting Holders have agreed, subject to the satisfaction of certain conditions, to tender (and not withdraw) approximately $643.7 million aggregate principal amount of the Old Notes, representing approximately 52% of the aggregate principal amount of the outstanding Old Notes, in the Exchange Offer at or prior to the Early Tender Deadline and thereby deliver (and not revoke) the related Consents in the Consent Solicitation. In addition, to the extent 100% of the Old Notes are not validly tendered (and not validly withdrawn and accepted) in the Exchange Offer, the Issuer has agreed to issue to the Supporting Holders, and the Supporting Holders have agreed to accept from the Issuer, an aggregate principal amount of New Notes equal to (x) $1,244,476,000 minus (y) the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) and accepted for exchange in the Exchange Offer (the “Non-Participating Amount”), and the Supporting Holders have agreed to deliver to the Issuer in exchange for such New Notes an aggregate principal amount of 6.125% Junior-Priority Secured Notes due 2030 (the “2030 Junior-Priority Secured Notes”) held by them equal to the quotient of (x) the Non-Participating Amount divided by (y) 0.87, rounded down to the nearest incremental multiple of $1,000. Such New Notes will be issued in a private exchange offer with the Supporting Holders and will form a single series with, and have terms identical to, the New Notes issued in the Exchange Offer.

In addition, holders whose Old Notes are exchanged in the Exchange Offer will receive accrued and unpaid interest in cash in respect of their exchanged Old Notes from the last interest payment date to, but not including, the settlement date for the Exchange Offer (which date will be described in the Offering Memorandum).

The Exchange Offer and the Consent Solicitation will be subject to certain conditions as will be set forth in the Offering Memorandum, including (i) in the case of the Consent Solicitation, the receipt of the Requisite Consents (as defined in the Offering Memorandum) and (ii) Supporting Holders validly tendering (and not validly withdrawing) the approximately $643.7 million aggregate principal amount of the Old Notes held by them. The Issuer reserves the right to terminate, withdraw or amend the Exchange Offer and the Consent Solicitation at any time and for any reason, as will be described in the Offering Memorandum. Exchanging holders of Old Notes will have withdrawal rights as will be described in the Offering Memorandum.

If, after the Expiration Date, all conditions to the Exchange Offer and the Consent Solicitation have been or concurrently are or will be satisfied or waived by the Issuer, the Issuer will accept for exchange all Old Notes validly tendered (and not validly withdrawn) in the Exchange Offer at or prior to the Expiration Date. Subject to the terms and conditions of the Exchange Offer, it is expected that the settlement date will promptly follow the Expiration Date and is currently expected to be on the second business day after the Expiration Date.

It is expected that the New Notes will bear interest at a rate of 10.250% per annum and will mature on January 15, 2035. Interest on the New Notes will be paid semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2027. Interest on the New Notes will accrue from and including the issue date of the New Notes. Prior to November 15, 2027, the New Notes will be redeemable, at the Issuer’s option, subject to a standard make-whole provision. On or after November 15, 2027, the New Notes will be redeemable, at the Issuer’s option, at 101.000% of the principal amount thereof until November 15, 2028 and at 100.000% of the principal amount thereof thereafter, in each case plus accrued and unpaid interest, if any.

It is expected that the indenture governing the New Notes will contain covenants substantially similar to those included in the Issuer’s outstanding 9.750% Senior Secured Notes due 2034.

It is expected that the New Notes will be guaranteed on a senior secured basis by the Company and certain of its existing and future domestic subsidiaries that guarantee the Issuer’s outstanding ABL facility and senior notes. In addition, the New Notes and related guarantees are expected to be secured by (i) shared first-priority liens on the collateral that secures the Issuer’s existing secured notes and (ii) shared second-priority liens on the collateral that secures the Issuer’s outstanding ABL facility, in each case subject to permitted liens and certain exceptions as will be described in the Offering Memorandum.

-MORE-

CYH Announces Proposed Exchange Offer and Consent Solicitation

Page 3

November 9, 2026

The Issuer is under no obligation to commence the Exchange Offer or the Consent Solicitation. There can be no assurance that the Exchange Offer or the Consent Solicitation will be commenced or consummated on the terms described in this press release or at all. The complete terms and conditions of the Exchange Offer and the Consent Solicitation will be set forth in an offering memorandum and consent solicitation statement (the “Offering Memorandum”) which will be made available to eligible holders of Old Notes in connection with the proposed Exchange Offer and Consent Solicitation.

This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes and related guarantees will not be registered under the Securities Act or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is expected to be made, and the New Notes are expected to be offered and issued only (i) in the United States to holders of Old Notes who the Issuer reasonably believes are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to holders of Old Notes who are (A) persons other than U.S. persons, within the meaning of Regulation S under the Securities Act, and (B) “non-U.S. qualified offerees” (as will be defined in the eligibility letter).

This press release is for informational purposes only. This press release is neither an offer to sell nor a solicitation of an offer to buy any New Notes and is neither an offer to purchase nor a solicitation of an offer to sell any Old Notes or 2030 Junior-Priority Secured Notes and is not a solicitation of consents with respect to the Old Notes. The Exchange Offer and the Consent Solicitation will be made only by, and pursuant to, the terms to be set forth in the Offering Memorandum. The Exchange Offer and the Consent Solicitation will not be made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Documents relating to the Exchange Offer and the Consent Solicitation, including the Offering Memorandum, will only be distributed to eligible holders who complete and return an eligibility form confirming they are either (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (ii) not a U.S. person, within the meaning of Regulation S under the Securities Act, and a “non-U.S. qualified offeree” (as will be defined in the eligibility letter).

Forward-Looking Statements

Statements contained in this press release regarding the proposed Exchange Offer and the Consent Solicitation described herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Investor Contacts:

Kevin J. Hammons

Chief Executive Officer

(615) 465-7000

Anton Hie

Vice President – Investor Relations

(615) 465-7012

-END-

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 19.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB