Community Health Systems (NYSE: CYH) signs $450 million Crestwood sale

Rhea-AI Filing Summary

Community Health Systems, Inc. has agreed to sell Crestwood Medical Center in Huntsville, Alabama, and related businesses through an asset purchase agreement between its wholly owned subsidiary CHS/Community Health Systems, Inc. and The Health Care Authority of the City of Huntsville, doing business as Huntsville Hospital Health System.

The purchaser will pay a total purchase price of $450 million at closing, subject to adjustments for net working capital and any finance leases it assumes. The parties have exchanged detailed representations, warranties, covenants and indemnification obligations, and closing is subject to specified conditions, with completion currently expected in the second quarter of 2026. The agreement may be terminated by either party in certain situations, including if the transaction is not completed on or before June 1, 2026, and the parties plan to enter transition services agreements so CHS can provide information technology and operational support for a period after closing.

Insights

Healthcare M&A and Balance Sheet Analyst

CHS plans a $450 million hospital asset sale, pending closing conditions.

Community Health Systems has signed an asset purchase agreement to sell substantially all assets and certain liabilities related to Crestwood Medical Center to Huntsville Hospital Health System for $450 million, subject to net working capital and finance lease adjustments. The structure as an asset sale means specific assets and liabilities are being transferred rather than an entire corporate entity.

Closing depends on stated conditions in the agreement, and either party can terminate if the transaction is not completed by June 1, 2026, underscoring execution risk. The company highlights typical risks such as potential failure to close, possible legal proceedings, management distraction, and post-closing obligations under transition services and ancillary agreements.

Completion is currently expected in the second quarter of 2026, after which CHS or its affiliates would provide information technology and operational transition services for a set period. Future company filings would clarify how proceeds, any closing adjustments and ongoing transition obligations affect capital allocation and operating profile.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 20, 2026 (January 20, 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)			(Commission File Number)	(IRS Employer Identification No.)
4000 Meridian Boulevard
Franklin, Tennessee				37067
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (615) 465-7000

(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:

☐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, $.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 1.01 Entry into a Material Definitive Agreement.

On January 20, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with The Health Care Authority of the City of Huntsville, d/b/a Huntsville Hospital Health System (the “Purchaser”). Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, Purchaser has agreed to acquire substantially all of the assets, and assume certain liabilities, from certain subsidiaries of CHS related to Crestwood Medical Center in Huntsville, Alabama, and related businesses (the transactions contemplated by the Purchase Agreement, the “Transaction”). The total purchase price payable by Purchaser to CHS at the closing of the Transaction is $450 million, subject to adjustment for net working capital and any finance leases assumed by the Purchaser.

The Purchase Agreement contains various representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification by the parties with respect to breaches of representations, warranties and covenants by such parties, as well as with respect to certain other indemnifiable matters specified in the Purchase Agreement.

The closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement. Consummation of the Transaction is currently expected to occur in the second quarter of 2026.

The Purchase Agreement may be terminated by either party under certain circumstances set forth in the Purchase Agreement, including if the Transaction is not consummated on or before June 1, 2026.

The Purchase Agreement provides that, at closing, the parties, and/or their respective affiliates, would enter into certain ancillary agreements, including one or more transition services agreements (the “Transition Services Agreements”) under which CHS and/or its affiliate(s) would provide certain information technology and operational transition services to Purchaser for a period of time following the closing.

The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may have been qualified in the Purchase Agreement by confidential disclosure schedules (which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement), may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties to the Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions.

Item 8.01 Other Events.

On January 20, 2026, the Company issued a press release announcing the entry of the parties into the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These forward-looking statements are based on the Company’s current beliefs, understandings and expectations. These forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied include: (i) the parties to the Purchase Agreement may be unable to complete the Transaction in a timely manner or at all, because, among other reasons, conditions to the closing of the Transaction set forth in the Purchase Agreement may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the Transaction; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations; (v) the outcome of any legal proceedings to

the extent initiated against the parties to the Purchase Agreement or otherwise related to the Transaction; (vi) post-closing risks related to the Transition Services Agreements and ancillary agreements to be entered into at closing as noted above; and (vii) the ability of the Company to execute on its strategy and achieve its goals and other expectations after completion of the Transaction, as well as the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the SEC on October 24, 2025, and the Company’s other filings with the SEC. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Asset Purchase Agreement, dated as of January 20, 2026, by and between CHS/Community Health Systems, Inc. and The Health Care Authority of the City of Huntsville d/b/a Huntsville Hospital Health System.*
99.1		Community Health Systems, Inc. Press Release dated January 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish, on a supplemental basis, a copy of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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.

			COMMUNITY HEALTH SYSTEMS, INC. (Registrant)
Date	January 20, 2026	By:	/s/ Kevin J. Hammons
			Kevin J. Hammons Chief Executive Officer (principal executive officer)

FAQ

What transaction did Community Health Systems (CYH) announce in this 8-K?

Community Health Systems disclosed that its wholly owned subsidiary CHS/Community Health Systems, Inc. entered into an Asset Purchase Agreement with The Health Care Authority of the City of Huntsville, d/b/a Huntsville Hospital Health System, to sell substantially all assets and certain liabilities related to Crestwood Medical Center in Huntsville, Alabama and related businesses.

What is the purchase price for Crestwood Medical Center in the CYH deal?

The purchaser has agreed to pay a total purchase price of $450 million at closing, which will be subject to adjustment for net working capital and any finance leases that the purchaser assumes under the agreement.

When is the Community Health Systems Crestwood transaction expected to close?

The closing of the Crestwood Medical Center transaction is currently expected to occur in the second quarter of 2026, provided that the closing conditions specified in the asset purchase agreement are satisfied or waived.

Can the Crestwood Medical Center sale by CYH be terminated, and if so under what condition?

Yes. The asset purchase agreement allows either party to terminate the transaction under certain circumstances, including if the transaction has not been consummated on or before June 1, 2026, as well as other conditions described in the agreement.

Who is buying Crestwood Medical Center from Community Health Systems?

The buyer is The Health Care Authority of the City of Huntsville, which does business as Huntsville Hospital Health System, and it has agreed to acquire substantially all of the Crestwood Medical Center-related assets and assume certain related liabilities.

Will Community Health Systems provide services after the Crestwood sale closes?

At closing, the parties and/or their affiliates are expected to enter into transition services agreements under which CHS and/or its affiliates would provide certain information technology and operational transition services to the purchaser for a period following closing.

What risks and uncertainties did CYH highlight regarding the Crestwood transaction?

Community Health Systems noted risks including the possibility the transaction may not be completed or may be delayed, potential termination of the agreement, disruption of management’s attention, possible legal proceedings related to the deal, post-closing risks tied to transition services and ancillary agreements, and the company’s ability to execute its strategy and meet expectations after completion.