[Form 4] Regional Health Properties, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Robert M. Thornton Jr., EVP - Corporate Strategy of Regional Health Properties, Inc. (RHE), reported multiple equity acquisitions on 08/14/2025. He received a grant of 100,000 restricted shares as an inducement to employment that vest in three equal installments on 08/14/2025, 08/14/2026 and 08/14/2027. At the effective time of a merger between SunLink Health Systems, Inc. and Regional, Mr. Thornton’s SunLink holdings converted into 1.1330 Regional common shares per 5 SunLink shares and one Series D preferred share per 5 SunLink shares, resulting in reported additions of 125,663 common shares and 110,912 Series D preferred shares. He also reports shares held indirectly through CareVest Capital, L.L.C., which he fully owns.

Positive

• 100,000 restricted shares awarded as an employment inducement with a clear three-year vesting schedule
• Post-merger conversion provided the reporting person with 125,663 common shares and 110,912 Series D preferred shares
• Full disclosure of indirect holdings through CareVest Capital, L.L.C., including identification of ownership structure

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received significant restricted stock grant and conversion shares tied to a merger, increasing both direct and indirect holdings.

The Form 4 documents a multi-part acquisition: a 100,000-share restricted stock grant tied to employment and conversion of former SunLink holdings into both common and Series D preferred shares at the stated conversion ratio. The transactions increase Mr. Thornton’s economic and voting exposure to Regional via direct ownership and indirect ownership through CareVest. For investors, the filing signals management alignment through equity-based compensation and post-merger share distribution, but contains no financial performance metrics or indications of planned sales.

Corporate Governance Expert

TL;DR: Routine insider reporting of employment inducement and merger-related conversions; standard disclosure of indirect holdings.

The disclosure correctly identifies the inducement grant with vesting schedule and details the merger conversion mechanics into common and Series D preferred shares. It also discloses indirect ownership via CareVest and an IRA, fulfilling Section 16 reporting requirements. There are no amendments, dispositions, or sales reported here, and no governance red flags are evident from the form itself.

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

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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^*

THORNTON ROBERT M JR

(Last) (First) (Middle)

C/O REGIONAL HEALTH PROPERTIES, INC.

1050 CROWN POINTE PARKWAY, SUITE 720

(Street)

ATLANTA GA 30338

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGIONAL HEALTH PROPERTIES, INC [ RHEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Corporate Strategy

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A(1)		100,000	A	$0	100,000	D
Common Stock	08/14/2025		A		125,663	A	(2)	125,663	I	See Footnote(3)
Common Stock	08/14/2025		A		1,133	A	(2)	1,133	I	By IRA
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		110,912	A	(2)	110,912	I	See Footnote(3)
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		1,000	A	(2)	1,000	I	By IRA

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

Explanation of Responses:

1. Grant of restricted stock that was awarded to the Reporting Person as an inducement to his employment with Regional Health Properties, Inc. ("Regional"). The restricted stock will vest in three substantially equal installments on August 14, 2025, August 14, 2026 and August 14, 2027.

2. At the effective time of the merger (the "Effective Time") between SunLink Health Systems, Inc. ("SunLink") and Regional, each five shares of common stock, no par value per share, of SunLink held by the Reporting Person prior to the Effective Time were converted into the right to receive (i) 1.1330 shares of common stock, no par value per share, of Regional, and (ii) one share of Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share, of Regional.

3. Owned by CareVest Capital, L.L.C. ("CareVest"). Mr. Thornton owns 100% of the outstanding voting shares of CareVest and is reporting CareVest's total direct holdings of Regional shares.

	/s/ Robert M. Thornton Jr.	08/18/2025
	** 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 transactions did Robert M. Thornton Jr. report on Form 4 for RHE?

He reported a 100,000 restricted stock grant, conversion of SunLink shares into 125,663 common shares and 110,912 Series D preferred shares, and small IRA-held amounts on 08/14/2025.

When do the restricted shares awarded to Mr. Thornton vest?

The restricted stock vests in three substantially equal installments on 08/14/2025, 08/14/2026 and 08/14/2027.

How were SunLink shares converted at the Effective Time of the merger?

Each five SunLink common shares converted into 1.1330 Regional common share and one Series D preferred share of Regional.

Does Mr. Thornton report indirect holdings and how are they held?

Yes. Certain holdings are reported as indirect via CareVest Capital, L.L.C., of which Mr. Thornton owns 100% of the voting shares.

Were any dispositions or sales reported in this Form 4?

No. The Form 4 discloses only acquisitions and conversions; no dispositions or sales are reported.