Regional Health Properties (RHEP) launches Series B preferred stock repurchase plan

Rhea-AI Filing Summary

Regional Health Properties, Inc. reported that its Board of Directors has authorized a stock repurchase plan for up to 500,000 shares of its Series B Preferred Stock. A Special Committee of the Board will oversee the timing, size, and method of these repurchases. Shares may be bought from time to time in the open market, through privately negotiated and block transactions, and under any Rule 10b5-1 trading plan, with purchases conducted in accordance with Rule 10b-18.

The company plans to fund the repurchases using cash on hand. The program does not require Regional Health Properties to buy any specific number of shares and is expected to continue indefinitely until the 500,000-share cap is reached or the Board modifies, suspends, or terminates the program.

Insights

Equity Capital Allocation Analyst

Regional Health authorizes an open-ended repurchase of up to 500,000 Series B preferred shares.

Regional Health Properties has approved a stock repurchase plan covering up to 500,000 shares of its Series B Preferred Stock. The program permits purchases using cash on hand, indicating the company is willing to deploy existing liquidity to reduce its outstanding preferred equity over time.

Repurchases can occur via open-market trades, privately negotiated deals, block trades, or under Rule 10b5-1 plans, and will follow Rule 10b-18 conditions. The Board’s Special Committee will control the pace and execution, and there is no obligation to buy any shares, so actual impact will depend on future decisions and market conditions.

The program is described as continuing indefinitely until either the 500,000-share limit is reached or the Board changes or ends it. Subsequent company disclosures can clarify how many shares are ultimately repurchased and how the program affects the Series B preferred capital structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 25, 2025

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia		001-33135		81-5166048
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

1050 Crown Pointe Parkway

Suite 720

Atlanta, Georgia 30338

(Address of Principal Executive Offices, and Zip Code)

(678) 869-5116

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other items

Regional Health Properties, Inc. (the “Company”, “Regional”, “we”, “us” or “our”) (OTCQB: RHEP) (OTCQB: RHEPA) (OTCQB: RHEPB) (OTCQB:RHEPZ), today announced that its Board of Directors authorized and approved the purchase of up to an aggregate of 500,000 shares of Series B Preferred Stock (“Stock Repurchase Plan”) . The Special Committee of the Company’s Board of Directors is authorized to oversee the timing, nature, amount and conduct of the Stock Repurchase Plan.

Under the program, Regional may purchase shares of the Company’s Series B Preferred Stock from time to time through open-market and privately negotiated transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Repurchases of Series B will be made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934 at prices depending on prevailing market conditions.

The program does not obligate Regional to repurchase any shares of its Preferred Series B stock during any period. The repurchase will be funded by cash on hand from time to time. The repurchase program is expected to continue indefinitely until the maximum number of shares of stock has been repurchased or until the repurchase program is earlier modified, suspended or terminated by the Board of Directors.
 

Item 9.01 Financial Statements and Exhibits

	99.1	Regional Health Properties, announces Series B Preferred Stock Repurchase Program
	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		REGIONAL HEALTH PROPERTIES, INC.
Date:	December 1, 2025	By:	/s/ Brent Morrison
			Brent Morrison
			Chief Executive Officer and President

FAQ

What did Regional Health Properties (RHEP) announce in this 8-K?

Regional Health Properties announced that its Board of Directors authorized a stock repurchase plan for up to 500,000 shares of its Series B Preferred Stock.

Which securities are covered by Regional Health Properties' new repurchase program?

The program covers up to 500,000 shares of Series B Preferred Stock of Regional Health Properties.

How will Regional Health Properties (RHEP) fund the Series B preferred stock repurchases?

Regional Health Properties stated that repurchases of Series B Preferred Stock will be funded by cash on hand from time to time.

What methods can Regional Health Properties use to repurchase its Series B Preferred Stock?

The company may repurchase shares through open-market transactions, privately negotiated transactions, block trades, and any Rule 10b5-1 trading plan, in accordance with Rule 10b-18.

Is Regional Health Properties required to repurchase all 500,000 Series B preferred shares?

No. The program does not obligate Regional Health Properties to repurchase any specific number of shares and may be modified, suspended, or terminated by the Board.

How long will the Regional Health Properties Series B repurchase program last?

The repurchase program is expected to continue indefinitely until the 500,000-share limit is reached or the Board of Directors ends or changes the program.

Who oversees the execution of RHEP's Series B preferred repurchase plan?

A Special Committee of Regional Health Properties' Board of Directors is authorized to oversee the timing, nature, amount, and conduct of the repurchase plan.