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CYH (CYH) CEO adds performance shares, options and stock via Form 4

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

Rhea-AI Filing Summary

Community Health Systems CEO Kevin J. Hammons reported multiple equity compensation moves tied to performance and time-based awards. On March 1, 2026, he exercised 156,240 performance-based restricted shares into the same number of common shares and forfeited 23,760 performance-based restricted shares back to the issuer based on 2023–2025 performance, reflecting 86.8% achievement of the original target.

He received a new grant of 400,000 performance-based restricted shares tied to 2026–2028 performance objectives and 200,000 stock options (right to buy), as well as an award of 200,000 shares of common stock subject to time-vesting in one-third annual installments. To cover taxes, 96,896 common shares were disposed at $3.46 per share through share withholding, not an open-market sale. Following these transactions, he directly owned 895,545 shares of common stock, along with multiple outstanding performance-based restricted share and option positions.

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*
HAMMONS KEVIN J

(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)
CEO
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 156,240(1) A $0 792,441 D
Common Stock 03/01/2026 A 200,000(2) A $0 992,441 D
Common Stock 03/01/2026 F 96,896 D $3.46 895,545 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 156,240 (1) (1) Common Stock 156,240 $0 23,760 D
Performance Based Restricted $0 03/01/2026 D 23,760 (1) (1) Common Stock 23,760 $0 0 D
Performance Based Restricted $0 03/01/2026 A 400,000 (3) (3) Common Stock 400,000 $0 400,000 D
Stock Options (Right to Buy) $3.46 03/01/2026 A 200,000 03/01/2027(4) 02/29/2036 Common Stock 200,000 $0 200,000 D
Performance Based Restricted $0 (5) (5) Common Stock 180,000 180,000 D
Performance Based Restricted $0 (6) (6) Common Stock 180,000 180,000 D
Stock Options (Right to Buy) $4.99 03/01/2020 02/28/2029 Common Stock 18,000 18,000 D
Stock Options (Right to Buy) $4.93 03/01/2021 02/28/2030 Common Stock 47,500 47,500 D
Stock Options (Right to Buy) $8.81 03/01/2022 02/28/2031 Common Stock 75,000 75,000 D
Stock Options (Right to Buy) $10.18 03/01/2023 02/29/2032 Common Stock 75,000 75,000 D
Stock Options (Right to Buy) $6.15 03/01/2024 02/28/2033 Common Stock 90,000 90,000 D
Stock Options (Right to Buy) $2.87 03/01/2025(4) 02/28/2034 Common Stock 90,000 90,000 D
Stock Options (Right to Buy) $3.01 03/01/2026(4) 02/28/2035 Common Stock 90,000 90,000 D
Explanation of Responses:
1. The vesting of these 180,000 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 86.8% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2023 (156,240), and the remaining 13.2% of the target number has been forfeited (23,760).
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 Kevin J. Hammons 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 did CYH CEO Kevin J. Hammons report in this Form 4?

Kevin J. Hammons reported performance-based vesting, new equity grants, and tax-related share withholding. He exercised 156,240 performance-based restricted shares, received 400,000 new performance-based restricted shares, 200,000 stock options, 200,000 time-vested common shares, and had shares withheld to satisfy taxes.

How many new performance-based restricted shares did CYH grant to its CEO?

The CEO received a grant of 400,000 performance-based restricted shares. Vesting depends on Community Health Systems’ performance between 2026 and 2028 against EBITDA growth, net revenue growth, and total shareholder return goals, with 0% to 200% of each portion ultimately vesting based on achievement.

What portion of CYH’s 2023–2025 performance-based award vested for the CEO?

The 2023–2025 performance-based award vested at 86.8% of the target. That translated into 156,240 performance-based restricted shares vesting on March 1, 2026, while 23,760 shares, or 13.2% of the original target, were forfeited back to Community Health Systems.

How many CYH common shares does the CEO directly own after these transactions?

After the reported transactions, Kevin J. Hammons directly owned 895,545 shares of Community Health Systems common stock. This figure reflects the exercise of performance-based restricted shares, the new time-based stock grant, and share withholding to cover tax obligations on the equity awards.

Were any CYH shares sold by the CEO in the open market in this Form 4?

No open-market sales were reported. The only disposition of common stock was 96,896 shares at $3.46 per share, classified as a tax-withholding disposition, meaning shares were delivered to satisfy tax or exercise costs rather than being sold on the open market.

What new stock options did CYH grant its CEO according to this filing?

Community Health Systems granted Kevin J. Hammons 200,000 stock options described as “Stock Options (Right to Buy).” These options are derivative securities, vest in one-third increments on the first, second, and third anniversaries of grant, and increase his potential future ownership if exercised.
Community Health Sys Inc

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