Crestwood sale brings $459M to Community Health (NYSE: CYH)

Rhea-AI Filing Summary

Community Health Systems, Inc. has completed the sale of substantially all assets of the 180-bed Crestwood Medical Center in Huntsville, Alabama, and related outpatient sites to Huntsville Hospital Health System for $459 million in cash, before certain transaction expenses and subject to a working capital adjustment. The company estimates a pre-tax gain of $185 million, or $138 million after tax, on the divestiture. Pro forma for the sale, 2025 net operating revenues decrease from $12,485 million to $12,158 million, and the net loss attributable to stockholders widens from $509 million to $610 million, reflecting removal of Crestwood’s results and the gain on sale flowing through accumulated deficit rather than recurring income.

Insights

Healthcare M&A and balance sheet analyst

$459M Crestwood sale boosts cash and records a sizable one-time gain.

Community Health Systems received $459 million in cash, less $9 million of transaction expenses, for Crestwood Medical Center and related assets. This materially increases cash on the pro forma balance sheet, with cash and equivalents rising from $260 million to $710 million.

The company records an estimated pre-tax gain of $185 million and after-tax gain of $138 million, driven by consideration received versus the facility’s carrying value and allocated goodwill. Long-lived assets, goodwill, and certain lease and noncontrolling interest balances are reduced as the divested operations are removed.

Pro forma 2025 net operating revenues decline by $327 million to reflect the loss of Crestwood’s contribution, and the net loss attributable to stockholders increases by $101 million. The gain is captured in accumulated deficit rather than recurring income, highlighting that this is a non-recurring balance sheet event rather than an improvement in underlying profitability.

8-K Event Classification

3 items: 2.01, 8.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

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

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.

Key Figures

Crestwood sale price: $459 million cash Transaction expenses: $9 million Pre-tax gain on sale: $185 million +5 more

8 metrics

Crestwood sale price $459 million cash Consideration for Crestwood Medical Center and related assets

Transaction expenses $9 million Expenses netted against sale consideration in pro forma adjustment

Pre-tax gain on sale $185 million Pro forma gain before income taxes on Crestwood divestiture

After-tax gain on sale $138 million Pro forma net gain after $47 million tax provision

Pro forma cash balance $710 million Cash and cash equivalents as of December 31, 2025, after adjustments

Pro forma 2025 net operating revenues $12,158 million Year ended December 31, 2025, after removing Crestwood revenues

Net loss attributable to stockholders, pro forma 2025 $610 million Year ended December 31, 2025, including Crestwood divestiture effects

Basic loss per share, pro forma 2025 $4.57 per share Net loss per basic share after pro forma adjustments

Key Terms

unaudited pro forma condensed consolidated financial statements, ASC 205, accumulated deficit, redeemable noncontrolling interests, +2 more

6 terms

unaudited pro forma condensed consolidated financial statements financial

"The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred"

ASC 205 financial

"do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205)"

accumulated deficit financial

"The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit."

Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.

redeemable noncontrolling interests financial

"Redeemable noncontrolling interests in equity of consolidated subsidiaries"

A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.

impairment and (gain) loss on sale of businesses, net financial

"Impairment and (gain) loss on sale of businesses, net"

gain from early extinguishment of debt financial

"Gain from early extinguishment of debt"

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): April 1, 2026 (April 01, 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 2.01 Completion of Acquisition or Disposition of Assets.

On April 1, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), completed the transaction contemplated by that certain Asset Purchase Agreement dated as of January 20, 2026 (the “Purchase Agreement”), with The Health Care Authority of the City of Huntsville, d/b/a Huntsville Hospital Health System (the “Purchaser”), the entry into which Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on January 20, 2026. Pursuant to the Purchase Agreement, at the closing, Purchaser acquired substantially all of the assets and assumed certain liabilities from certain subsidiaries of CHS related to Crestwood Medical Center in Huntsville, Alabama, and its associated outpatient centers and practices (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital and before certain transaction expenses, was $459 million in cash (subject to a post-closing working capital adjustment).

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 by reference herein. 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.

Item 8.01 Other Events.

On April 1, 2026, 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 year ended December 31, 2025.

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025.

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

(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.* (incorporated by reference to Exhibit 2.1 to Community Health Systems, Inc.'s Current Report on Form 8-K filed on January 20, 2026 (No. 001-15925))
99.1		Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements
99.2		Press Release of Community Health Systems, Inc. dated April 1, 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 supplementally a copy of such omitted schedules and exhibits to the SEC 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:	April 1, 2026	By:	/s/ Kevin J. Hammons
			Kevin J. Hammons Chief Executive Officer (principal executive officer)

Exhibit Number

99.1

COMMUNITY HEALTH SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 20, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into a definitive 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”), the entry into which Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on January 20, 2026. On April 1, 2026, the Transaction (as defined below) was completed pursuant to the Purchase Agreement. At the closing, Purchaser acquired substantially all of the assets and assumed certain liabilities from certain subsidiaries of CHS related to Crestwood Medical Center in Huntsville, Alabama, and its associated outpatient centers and practices (collectively, the “Facility”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital and before certain transaction expenses, was $459 million in cash (subject to a post-closing working capital adjustment).

The Company has determined that the operations of the Facility that was divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), “Presentation of Financial Statements.”

The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of December 31, 2025. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit.

The accompanying unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2025 (the “Pro Forma Period”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2025. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of income for the Pro Forma Periods presented.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management’s actions were carried out in previous reporting periods.

The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company’s financial statements for the year ended December 31, 2025, included in the Annual Report on Form 10-K filed by the Company with the SEC on February 19, 2026.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
(In millions)
		December 31, 2025
							Pro Forma
		As Reported					Adjustments					Pro Forma
ASSETS
Current assets
Cash and cash equivalents		$		260			$		450		a	$		710
Patient accounts receivable				2,077					-					2,077
Supplies				322					(10	)	b			312
Prepaid income taxes				13					(13	)	c			-
Prepaid expenses and taxes				181					(1	)	b			180
Other current assets				381					-					381
Total current assets				3,234					426					3,660
Property and equipment				8,912					(253	)	b			8,659
Less accumulated depreciation and amortization				(4,409	)				122		b			(4,287	)
Property and equipment, net				4,503					(131	)				4,372
Goodwill				3,316					(129	)	b			3,187
Deferred income taxes				50					-					50
Other assets, net				2,101					(27	)	b			2,074
Total assets		$		13,204			$		139			$		13,343
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current maturities of long-term debt		$		16			$		-			$		16
Current operating lease liabilities				110					(5	)	b			105
Accounts payable				842					-					842
Income tax payable				-					34		c			34
Accrued liabilities:
Employee compensation				569					(4	)	b			565
Accrued interest				238					-					238
Other				433					-					433
Total current liabilities				2,208					25					2,233
Long-term debt				10,380					-					10,380
Deferred income taxes				25					-					25
Long-term operating lease liabilities				537					(20	)	b			517
Other long-term liabilities				891					-					891
Total liabilities				14,041					5					14,046
Redeemable noncontrolling interests in equity of consolidated subsidiaries				322					(4	)	b			318
STOCKHOLDERS’ DEFICIT
Community Health Systems, Inc. stockholders’ deficit:
Preferred stock				-					-					-
Common stock				1					-					1
Additional paid-in capital				2,185					-					2,185
Accumulated other comprehensive loss				(9	)				-					(9	)
Accumulated deficit				(3,571	)				138		d			(3,433	)
Total Community Health Systems, Inc. stockholders’ deficit				(1,394	)				138					(1,256	)
Noncontrolling interests in equity of consolidated subsidiaries				235					-					235
Total stockholders’ deficit				(1,159	)				138					(1,021	)
Total liabilities and stockholders’ deficit		$		13,204			$		139			$		13,343

Unaudited Pro Forma Condensed Consolidated Statement of Income
(In millions, except per share amounts)
	Year Ended December 31, 2025
						Pro Forma
	As Reported					Adjustments						Pro Forma
Net operating revenues	$		12,485			$		(327	)	e		$		12,158
Operating costs and expenses:
Salaries and benefits			5,412					(123	)	e				5,289
Supplies			1,864					(63	)	e				1,801
Other operating expenses			3,424					(88	)	e				3,336
Lease cost and rent			277					(11	)	e				266
Depreciation and amortization			426					(13	)	e				413
Impairment and (gain) loss on sale of businesses, net			(406	)				(185	)	d				(591	)
Total operating costs and expenses			10,997					(483	)					10,514
Income from operations			1,488					156						1,644
Interest expense, net			870					-						870
Gain from early extinguishment of debt			(97	)				-						(97	)
Equity in earnings of unconsolidated affiliates			(9	)				-						(9	)
Loss before income taxes			724					156						880
Provision for income taxes			48					54		c, d				102
Net loss attributable to Community Health Systems,			676					102						778
Less: Net income attributable to noncontrolling interests			167					1		e				168
Net loss attributable to Community Health Systems,
Inc. stockholders	$		509			$		101				$		610
Loss per share attributable to Community
Health Systems, Inc. stockholders:
Basic	$		3.81									$		4.57
Diluted	$		3.77									$		4.52
Weighted-average number of shares outstanding:
Basic			134											134
Diluted			135											135

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:

a)Adjustment represents consideration received from the sale of the Facility of approximately $459 million, net of transaction expenses of $9 million.

b)Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facility.

c)Adjustments represent the impact to income taxes associated with the sale of the Facility. For the twelve months ended December 31, 2025, there was income tax expense of approximately $54 million, including $7 million related to the elimination of revenues, costs and expenses set forth in Note (e) plus income tax expense of approximately $47 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.

d)Adjustments reflect a $185 million pre-tax gain ($138 million after tax) on sale of the Facility calculated as follows:

Consideration received	$		459
Less: Transaction expenses			(9	)
Less: Carrying value of the Facility			(136	)
Less: Goodwill allocated to sale of the Facility			(129	)
Pro forma gain before income taxes			185
Provision for income taxes			(47	)
Pro forma net gain on sale of the Facility	$		138

e)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facility. Adjustments do not include certain general corporate overhead costs previously allocated to the Facility that will have a continuing effect on the Company post-closing.

Exhibit 99.2

Community Health Systems Completes Divestiture of Huntsville, Alabama, Hospital to Huntsville Hospital Health System

FRANKLIN, Tenn. (April 1, 2026) -- Community Health Systems, Inc. (NYSE: CYH) announced today that a subsidiary of the Company has completed the divestiture of substantially all of the assets of 180-bed Crestwood Medical Center in Huntsville, Alabama, and its associated outpatient centers and practices, to Huntsville Hospital Health System for $459 million, before certain transaction expenses. The entry into the definitive agreement for this transaction was announced on January 20, 2026, and the closing was effective April 1, 2026.

This transaction is among the additional potential divestitures discussed on the Company’s fourth quarter and end of year 2025 earnings call and in subsequent public appearances.

Leerink Partners acted as exclusive financial advisor to the Company for the transaction.

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 33 distinct markets across 13 states. The Company’s subsidiaries own or lease 64 affiliated hospitals with more than 9,000 beds and operate more than 900 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

Media Contact:

Tomi Galin
Executive Vice President, Corporate Communications, Marketing and Public Affairs
(615) 628-6607

Investor Contacts:
Kevin Hammons
Chief Executive Officer
(615) 465-7000

Anton Hie
Vice President – Investor Relations
(615) 465-7012

-MORE-

FAQ

What transaction did Community Health Systems (CYH) complete in Huntsville?

Community Health Systems completed the divestiture of substantially all assets of 180-bed Crestwood Medical Center and related outpatient centers in Huntsville, Alabama, selling them to Huntsville Hospital Health System for $459 million in cash, before certain transaction expenses and subject to a post-closing working capital adjustment.

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

The company received $459 million in cash for Crestwood Medical Center, before $9 million of transaction expenses and subject to a working capital adjustment. In the pro forma balance sheet, cash and cash equivalents increase from $260 million to $710 million following the divestiture.

What gain does Community Health Systems (CYH) expect from the Crestwood divestiture?

The company estimates a $185 million pre-tax gain and a $138 million after-tax gain on the sale. This reflects the $459 million consideration, less $9 million in transaction expenses, the facility’s carrying value, and $129 million of allocated goodwill, net of a $47 million tax provision.

How does the Crestwood sale affect Community Health Systems’ (CYH) pro forma 2025 results?

Pro forma for the transaction, 2025 net operating revenues decline from $12,485 million to $12,158 million. The net loss attributable to Community Health Systems stockholders increases from $509 million to $610 million as Crestwood’s operations are removed and the gain is reflected in equity rather than recurring income.

Does Community Health Systems (CYH) treat the Crestwood divestiture as discontinued operations?

No. The company determined the divested Crestwood operations do not meet the definition of discontinued operations under ASC 205. As a result, the unaudited pro forma condensed consolidated financial statements present adjustments within continuing operations rather than as a separate discontinued operations line.

What key pro forma balance sheet changes follow the Crestwood sale for CYH?

On a pro forma basis as of December 31, 2025, total assets rise slightly from $13,204 million to $13,343 million, as the cash inflow exceeds removed assets. Property and equipment, goodwill, and other assets decrease, while accumulated deficit improves by $138 million due to the gain on sale.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 452.5 KB
• EX-99.2 EX-99.2 8.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB