Community Health Systems sells lab outreach unit for $194M cash

Community Health Systems, Inc. completed a significant asset sale of its ambulatory outreach business across 13 states.

Rhea-AI Filing Summary

Community Health Systems, Inc. completed a significant asset sale of its ambulatory outreach business across 13 states. On December 1, 2025, its wholly owned subsidiary, CHS/Community Health Systems, Inc., closed an asset purchase agreement with Laboratory Corporation of America Holdings, under which the buyer acquired select assets and assumed certain leases related to patient service centers and in-office phlebotomy locations.

The company received approximately $194 million in cash, before transaction expenses, as the purchase price. Because this transaction is considered a significant disposition, Community Health Systems is providing unaudited pro forma condensed consolidated financial statements, including pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, and a pro forma balance sheet as of September 30, 2025.

Insights

Healthcare M&A and capital structure analyst

CYH monetizes a non-core lab outreach business for $194M cash.

Community Health Systems, through its subsidiary CHS/Community Health Systems, completed the sale of select assets and certain leases tied to its ambulatory outreach business in 13 states to Laboratory Corporation of America Holdings. The transaction delivered approximately $194 million in cash consideration before transaction expenses, providing a meaningful inflow of funds in exchange for lab-related patient service centers and in-office phlebotomy locations.

The company characterizes this as a significant disposition, and is therefore furnishing unaudited pro forma condensed consolidated financial statements, including pro forma income statements for the nine months ended September 30, 2025 and for the year ended December 31, 2024, plus a pro forma balance sheet as of September 30, 2025. These pro formas allow investors to see how results might look without the disposed business, based on historical data and stated pro forma adjustments.

The transaction structure as an asset sale with assumed leases, and the requirement to provide pro forma data, underscores that the divested operations were sizable within Community Health Systems’ portfolio, although the filing does not detail ongoing strategic or operational changes beyond the disposition itself.

8-K Event Classification

Item 2.01 — Completion of Acquisition or Disposition of Assets

1 item

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

FAQ

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

What transaction did Community Health Systems (CYH) complete with Labcorp?

Community Health Systems completed an asset sale under which Laboratory Corporation of America Holdings acquired select assets and assumed certain leases of CYH’s ambulatory outreach business across 13 states, including patient service centers and in-office phlebotomy locations.

How much cash did Community Health Systems (CYH) receive from the ambulatory outreach sale?

Community Health Systems received approximately $194 million in cash, before certain transaction expenses, as the purchase price for the ambulatory outreach business assets sold to Laboratory Corporation of America Holdings.

Why does Community Health Systems (CYH) provide pro forma financial statements for this deal?

The company states that the transaction is a significant disposition, so it is providing unaudited pro forma condensed consolidated financial statements to show how its income statements and balance sheet would look after reflecting the sale of the ambulatory outreach business.

What pro forma financial information does Community Health Systems (CYH) include related to this disposition?

Community Health Systems includes unaudited pro forma condensed consolidated income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, an unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, and accompanying notes.

When did Community Health Systems (CYH) close the ambulatory outreach transaction?

The transaction closed on December 1, 2025, when CHS/Community Health Systems, Inc. completed the asset sale to Laboratory Corporation of America Holdings under the purchase agreement dated July 22, 2025, as amended.

Did Community Health Systems (CYH) issue a press release about the ambulatory outreach sale?

Yes. On December 2, 2025, the company issued a press release announcing completion of the transaction, which is filed as Exhibit 99.2 and incorporated by reference.

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

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Accepted by SEC EDGAR 12/02/2025 - 04:44 PM Learn about SEC filing dates

0001108109false00011081092025-12-012025-12-01

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): December 2, 2025 (December 01, 2025)

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 2.01 Completion of Acquisition or Disposition of Assets.

On December 1, 2025, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), completed the transactions contemplated by that certain asset purchase agreement dated as of July 22, 2025, as amended (the “Purchase Agreement”), with Laboratory Corporation of America Holdings (the “Purchaser”), the entry into which Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company on July 22, 2025. Pursuant to the Purchase Agreement, at such closing, Purchaser acquired from certain subsidiaries of CHS the select assets and assumed certain leases of CHS’s ambulatory outreach business across 13 states, including certain patient service centers and in-office phlebotomy locations (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to the Company was approximately $194 million cash, before certain transaction expenses.

The Purchase Agreement is filed as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. 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 representation, 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.

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.

Item 8.01 Other Events.

On December 2, 2025, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

•Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2025 and Statement of Loss for the year ended December 31, 2024.

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025.

•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

Exhibit Number		Description
2.1		Purchase Agreement dated as of July 22, 2025, as amended*
99.1		Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements
99.2		Press Release of Community Health Systems, Inc. dated December 2, 2025
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 supplementally 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:	December 2, 2025	By:	/s/ Kevin J. Hammons
			Kevin J. Hammons President and Interim Chief Executive Officer (principal executive officer)