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Community Health (NYSE: CYH) CFO gets stock grants and covers taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Community Health Systems EVP & CFO Jason K. Johnson reported multiple equity transactions. On March 1, 2026, 30,000 performance-based restricted shares vested at 100% of target for the 2023–2025 performance period and were converted into 30,000 shares of common stock.

He was also granted 180,000 new performance-based restricted shares and 90,000 stock options, all held directly, with vesting tied to multi-year performance and time-based schedules described in the footnotes, including periods through 2028. In addition, he received 90,000 restricted shares of common stock, with restrictions lapsing in one-third increments over three years.

To cover tax obligations related to these awards, 23,610 shares of common stock were disposed of at $3.46 per share, leaving Johnson with 268,439 shares of common stock held directly after the transactions.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Johnson Jason K

(Last) (First) (Middle)
4000 MERIDIAN BOULEVARD

(Street)
FRANKLIN TN 37067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2026 M 30,000(1) A $0 202,049 D
Common Stock 03/01/2026 A 90,000(2) A $0 292,049 D
Common Stock 03/01/2026 F 23,610 D $3.46 268,439 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted $0 03/01/2026 M 30,000 (1) (1) Common Stock 30,000 $0 0 D
Performance Based Restricted $0 03/01/2026 A 180,000 (3) (3) Common Stock 180,000 $0 180,000 D
Stock Options (Right to Buy) $3.46 03/01/2026 A 90,000 03/01/2027(4) 02/29/2036 Common Stock 90,000 $0 90,000 D
Performance Based Restricted $0 (5) (5) Common Stock 30,000 30,000 D
Performance Based Restricted $0 (6) (6) Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $4.93 03/01/2021 02/28/2030 Common Stock 15,000 15,000 D
Stock Options (Right to Buy) $8.81 03/01/2022 02/28/2031 Common Stock 18,000 18,000 D
Stock Options (Right to Buy) $10.18 03/01/2023 02/29/2032 Common Stock 25,000 25,000 D
Stock Options (Right to Buy) $6.15 03/01/2024 02/28/2033 Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $2.87 03/01/2025(4) 02/28/2034 Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $3.01 03/01/2026(4) 02/28/2035 Common Stock 30,000 30,000 D
Explanation of Responses:
1. The vesting of these performance-based restricted shares was based on the Issuer's attainment of certain performance objectives between 1/1/2023 and 12/31/2025 (the "2023-2025 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2023-2025 Performance Period, the award vested on 3/1/2026 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2023.
2. The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
3. The vesting of these performance-based restricted shares is allocated to the Issuer's attainment of the following predetermined performance objectives between 1/1/2026 and 12/31/2028 (the "2026-2028 Performance Period"), as follows: 40% to a Cumulative Same-Store Adjusted EBITDA Growth target; 40% to a Cumulative Same-Store Net Revenue Growth target; and 20% to a Total Shareholder Return ("TSR") Percentile Rank target. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2026-2028 Performance Period.
4. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
5. The vesting of these performance-based restricted shares is subject to the Issuer's attainment of certain performance objectives between 1/1/2024 and 12/31/2026 (the "2024-2026 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2024-2026 Performance Period.
6. The vesting of these performance-based restricted shares is subject to the Issuer's attainment of certain performance objectives between 1/1/2025 and 12/31/2027 (the "2025-2027 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2025-2027 Performance Period.
Christopher G. Cobb, Attorney in Fact for Jason K. Johnson 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did CYH CFO Jason K. Johnson acquire on March 1, 2026?

Jason K. Johnson received 180,000 performance-based restricted shares and 90,000 stock options on March 1, 2026. He also received 90,000 restricted common shares, with vesting and performance conditions extending across multi-year periods detailed in the filing footnotes.

How many CYH performance-based restricted shares vested for the CFO for 2023-2025?

30,000 performance-based restricted shares vested for Jason K. Johnson based on Community Health Systems’ performance from January 1, 2023 to December 31, 2025. The filing states this represented 100% of the original target award previously reported in March 2023.

What are the vesting terms for CYH CFO Jason Johnson’s new restricted stock?

The time-vesting restrictions on Jason Johnson’s new restricted stock lapse in one-third increments on the first, second, and third anniversaries of the grant date. This schedule spreads ownership of the 90,000 restricted common shares over three years, aligning compensation with continued service.

How are CYH performance-based restricted shares structured for future periods?

Future performance-based awards are tied to specific periods such as 2024–2026, 2025–2027 and 2026–2028. Vesting depends on metrics like cumulative same-store adjusted EBITDA growth, net revenue growth, and TSR percentile rank, with 0–200% of target vesting based on achievement levels.

Why did CYH CFO Jason Johnson dispose of 23,610 shares of common stock?

Jason Johnson disposed of 23,610 shares of Community Health Systems common stock at $3.46 per share to satisfy tax obligations. The filing characterizes this as payment of exercise price or tax liability by delivering securities, rather than an open-market discretionary sale.

How many CYH common shares does the CFO hold after these transactions?

After the March 1, 2026 equity transactions, Jason K. Johnson directly holds 268,439 shares of Community Health Systems common stock. This balance reflects vested shares received and shares delivered to cover related tax liabilities disclosed in the Form 4.
Community Health Sys Inc

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Medical Care Facilities
Services-general Medical & Surgical Hospitals, Nec
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United States
FRANKLIN