RHE Form 4: Director Gene Burleson Acquires Common and Series D Preferred

Gene E. Burleson, a director of Regional Health Properties (RHE), acquired equity and preferred shares as a result of a merger conversion dated 08/14/2025.

Rhea-AI Filing Summary

Gene E. Burleson, a director of Regional Health Properties (RHE), acquired equity and preferred shares as a result of a merger conversion dated 08/14/2025. At the stated conversion ratio, each five pre-merger SunLink shares held by the reporting person converted into 1.1330 shares of Regional common stock and one share of Series D 8% cumulative convertible redeemable participating preferred stock. Following the conversion transactions the reporting person directly beneficially owned 3,253 common shares and 2,871 Series D preferred shares, with additional indirect holdings through an IRA and the Eugene E. Burleson Family Trust totaling 13,628 common shares and 12,049 Series D preferred shares.

Positive

• Merger conversion is explicitly documented with a clear conversion ratio: five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred.
• Reporting person increased holdings in both common and Series D preferred, with direct and indirect ownership disclosed across IRA and family trust accounts.
• Detailed class-level disclosure (common and Series D preferred) allows investors to see changes in insider capitalization.

Negative

• None.

Insights

Financial Analyst

TL;DR: Merger conversion materially changed the reporting person’s stake by issuing common and significant Series D preferred holdings.

The Form 4 shows conversion-based acquisitions across both common stock and a newly issued Series D 8% cumulative convertible redeemable participating preferred class. The conversion ratio is explicit: five pre-merger SunLink shares produced 1.1330 Regional common shares plus one Series D preferred per five shares. Holdings are reported as both direct and indirect (IRA and family trust), indicating concentrated insider ownership post-transaction which may affect voting and economic rights depending on the preferred's terms.

Corporate Governance Expert

TL;DR: Insider received both common and preferred securities via merger conversion, altering the issuer’s insider capitalization mix.

The reporting person is identified as a director and reports acquisitions in two security classes: common stock and Series D preferred with an 8% cumulative convertible redeemable feature. The split between direct and indirect holdings (IRA and family trust) is clearly disclosed. This filing documents a structural change in a director’s beneficial ownership that stakeholders will use to assess insider alignment and governance implications tied to preferred security rights.

Insider Trade Summary

Grant/Award: 31,781 shares

Grant/Award 6 txns

Insider BURLESON GENE E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,253	$0.00	$0.00
Grant/Award	Common Stock	22	$0.00	$0.00
Grant/Award	Common Stock	13,606	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver. Redeemable Preferred Shares	2,871	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver. Redeemable Preferred Shares	20	$0.00	$0.00
Grant/Award	Series D 8% Cumulative Conver. Redeemable Preferred Shares	12,009	$0.00	$0.00

Holdings After Transaction: Common Stock — 3,253 shares (Direct); Common Stock — 22 shares (Indirect, By IRA); Common Stock — 13,606 shares (Indirect, Eugene E. Burleson Family Trust; Spouse as Trustee); Series D 8% Cumulative Conver. Redeemable Preferred Shares — 2,871 shares (Direct); Series D 8% Cumulative Conver. Redeemable Preferred Shares — 20 shares (Indirect, By IRA); Series D 8% Cumulative Conver. Redeemable Preferred Shares — 12,009 shares (Indirect, Eugene E. Burleson Family Trust; Spouse as Trustee)

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 transactions did Gene E. Burleson report on the Form 4 for RHE?

The report discloses acquisitions via a merger conversion on 08/14/2025 that resulted in common stock and Series D preferred shares being received by Gene E. Burleson.

How many common shares did the reporting person directly own after the conversion?

The Form 4 reports 3,253 directly beneficially owned common shares following the reported transactions.

How many Series D preferred shares were acquired and held directly?

The filing shows 2,871 Series D 8% cumulative convertible redeemable preferred shares directly beneficially owned after the conversion.

Are there indirect holdings reported and through which vehicles?

Yes. Indirect holdings are reported through an IRA and the Eugene E. Burleson Family Trust (spouse as trustee) for both common stock and Series D preferred.

What conversion terms are disclosed for the merger between SunLink and Regional?

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

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Accepted by SEC EDGAR 08/21/2025 - 05:27 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^*

BURLESON GENE E

(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		3,253	A	(1)	3,253	D
Common Stock	08/14/2025		A		22	A	(1)	22	I	By IRA
Common Stock	08/14/2025		A		13,606	A	(1)	13,606	I	Eugene E. Burleson Family Trust; Spouse as Trustee
Series D 8% Cumulative Conver. Redeemable Preferred Shares	08/14/2025		A		2,871	A	(1)	2,871	D
Series D 8% Cumulative Conver. Redeemable Preferred Shares	08/14/2025		A		20	A	(1)	20	I	By IRA
Series D 8% Cumulative Conver. Redeemable Preferred Shares	08/14/2025		A		12,009	A	(1)	12,009	I	Eugene E. Burleson Family Trust; Spouse as Trustee

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/ Gene E. Burleson	08/21/2025
	** 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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