RHE Form 4: Director Baileys Receives 124,911 Shares and Series D Preferred

Steven J. Baileys, a director of Regional Health Properties, Inc. (RHE), reported receipt of shares following a merger with SunLink Health Systems.

Rhea-AI Filing Summary

Steven J. Baileys, a director of Regional Health Properties, Inc. (RHE), reported receipt of shares following a merger with SunLink Health Systems. On 08/14/2025 Mr. Baileys was allocated 124,911 shares of Regional common stock directly and 110,248 shares of Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares directly. Additional indirect holdings were reported: 11,330 common and 10,000 Series D preferred as trustee for Jeremy Baileys, 11,330 common and 10,000 Series D preferred as trustee for Alison Brooke Baileys, 40,788 common and 36,000 Series D preferred held by an IRA, and 362 common and 320 Series D preferred held by spouse. The filing explains that at the merger effective time each five SunLink common shares converted into 1.1330 Regional common shares plus one Series D preferred share. The form is signed by Mr. Baileys on 08/18/2025.

Positive

• Detailed disclosure of post-merger holdings including exact common and Series D preferred share counts (direct and indirect)
• Clear conversion formula provided: five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred share
• Ownership categories specified (direct, trustee, IRA, spouse), improving transparency about beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received substantial equity and preferred shares through a merger conversion, disclosed per Section 16 rules.

The reporting shows a post-merger ownership change resulting from the agreed conversion formula: five SunLink shares converted into 1.1330 Regional common shares and one Series D preferred per five shares. The director reports both direct and indirect holdings, including trustee-held and IRA-held positions. This is a routine, required disclosure under Section 16 reflecting ownership reclassification due to a corporate transaction rather than an open-market purchase or sale.

M&A Specialist

TL;DR: Merger consideration was paid in Regional common and Series D preferred shares, and the insider’s holdings were updated accordingly.

The explanation confirms the merger mechanics: the conversion ratio produced both common and convertible preferred consideration. The filing quantifies the resulting holdings by ownership form (direct, trustee, IRA, spouse), which is important for understanding control and voting implications. No derivative transactions or separate cash consideration are reported in this Form 4.

Insider Trade Summary

Grant/Award: 355,289 shares

Grant/Award 10 txns

Insider BAILEYS STEVEN J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	124,911	$0.00	$0.00
Grant/Award	Common Stock	11,330	$0.00	$0.00
Grant/Award	Common Stock	11,330	$0.00	$0.00
Grant/Award	Common Stock	40,788	$0.00	$0.00
Grant/Award	Common Stock	362	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver Redeemable Preferred Shares	110,248	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver Redeemable Preferred Shares	10,000	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver Redeemable Preferred Shares	10,000	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver Redeemable Preferred Shares	36,000	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver Redeemable Preferred Shares	320	$0.00	$0.00

Holdings After Transaction: Common Stock — 124,911 shares (Direct); Common Stock — 11,330 shares (Indirect, As Trustee, Baileys Grandchildren's Trust FBO Jeremy Baileys); Common Stock — 11,330 shares (Indirect, As Trustee, Baileys Grandchildren's Trust FBO Alison Brooke Baileys); Common Stock — 40,788 shares (Indirect, By IRA); Common Stock — 362 shares (Indirect, By Spouse); Series D 8% Cumulative Conver Redeemable Preferred Shares — 110,248 shares (Direct); Series D 8% Cumulative Conver Redeemable Preferred Shares — 10,000 shares (Indirect, As Trustee, Baileys Grandchildren's Trust FBO Jeremy Baileys); Series D 8% Cumulative Conver Redeemable Preferred Shares — 10,000 shares (Indirect, As Trustee, Baileys Grandchildren's Trust FBO Alison Brooke Baileys); Series D 8% Cumulative Conver Redeemable Preferred Shares — 36,000 shares (Indirect, By IRA); Series D 8% Cumulative Conver Redeemable Preferred Shares — 320 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. At the effective time of the merger (the "Effective Time") between SunLink Health Systems, Inc. ("SunLink") and Regional Health Properties, Inc. ("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.

FAQ

What did Steven J. Baileys acquire in the Form 4 filing for RHE?

The filing reports 124,911 common shares (direct) and 110,248 Series D preferred shares (direct), plus additional indirect holdings across trusts, IRA, and spouse accounts.

When did the reported transactions occur for RHE insider Steven J. Baileys?

The transactions are dated 08/14/2025, and the Form 4 is signed on 08/18/2025.

What conversion ratio was used to determine the Regional shares received in the merger?

At the merger effective time, each five shares of SunLink common converted into 1.1330 Regional common share and one Series D preferred share.

Does the Form 4 report derivative transactions or options for Steven J. Baileys?

No. Table II (derivative securities) shows no entries; the filing reports only non-derivative securities received through the merger conversion.

Are any holdings reported as held in trust or by family members?

Yes. Indirect holdings include trusts for Jeremy Baileys and Alison Brooke Baileys, an IRA, and shares held by spouse, with specific share counts listed in the filing.

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Accepted by SEC EDGAR 08/18/2025 - 09:49 PM Learn about SEC filing dates

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^*

BAILEYS STEVEN J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		124,911	A	(1)	124,911	D
Common Stock	08/14/2025		A		11,330	A	(1)	11,330	I	As Trustee, Baileys Grandchildren's Trust FBO Jeremy Baileys
Common Stock	08/14/2025		A		11,330	A	(1)	11,330	I	As Trustee, Baileys Grandchildren's Trust FBO Alison Brooke Baileys
Common Stock	08/14/2025		A		40,788	A	(1)	40,788	I	By IRA
Common Stock	08/14/2025		A		362	A	(1)	362	I	By Spouse
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		110,248	A	(1)	110,248	D
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		10,000	A	(1)	10,000	I	As Trustee, Baileys Grandchildren's Trust FBO Jeremy Baileys
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		10,000	A	(1)	10,000	I	As Trustee, Baileys Grandchildren's Trust FBO Alison Brooke Baileys
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		36,000	A	(1)	36,000	I	By IRA
Series D 8% Cumulative Conver Redeemable Preferred Shares	08/14/2025		A		320	A	(1)	320	I	By Spouse

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. At the effective time of the merger (the "Effective Time") between SunLink Health Systems, Inc. ("SunLink") and Regional Health Properties, Inc. ("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.

	/s/ Steven J. Baileys	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).
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