Regional Health Properties, Inc. amendment to a Schedule 13G/A reports updated beneficial ownership as of December 31, 2025. The Radoff Family Foundation directly owned 109,888 Shares (including 25,681 shares underlying Series D Preferred), representing 2.8% of the class. Bradley L. Radoff directly owned 227,821 Shares (including 61,051 shares underlying Series D Preferred), and may be deemed to beneficially own an aggregate of 337,709 Shares, or 8.4%, based on 3,934,677 Shares outstanding as of November 14, 2025. The filing states the Reporting Persons disclaim beneficial ownership of securities not directly owned.
Positive
None.
Negative
None.
Insights
Amendment clarifies aggregate and direct holdings tied to Series D conversion rights.
The filing shows the Radoff Family Foundation holds 109,888 Shares and Mr. Radoff directly holds 227,821 Shares, with conversion features from the Issuer's Series D 8% Preferred counted in those totals. The filing ties percentages to November 14, 2025 outstanding share data.
Timing and voting/dispositive breakdowns are provided on the cover page; the disclosure includes a formal disclaimer that each Reporting Person disclaims beneficial ownership of securities they do not directly own.
The filing treats conversion rights under the Series D Preferred as underlying Shares when reporting percent of class, using the issuer's disclosed 3,934,677 Shares outstanding as the denominator. The aggregate 8.4% figure remains under common 10% reporting/filing thresholds.
Signatures show the amendment was executed on February 18, 2026. Cash‑flow treatment and planned dispositions are not described in the provided excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
REGIONAL HEALTH PROPERTIES, INC
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
75903M309
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75903M309
1
Names of Reporting Persons
Radoff Family Foundation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
109,888.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
109,888.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
109,888.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
75903M309
1
Names of Reporting Persons
Radoff Bradley Louis
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
227,821.00
6
Shared Voting Power
109,888.00
7
Sole Dispositive Power
227,821.00
8
Shared Dispositive Power
109,888.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,709.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REGIONAL HEALTH PROPERTIES, INC
(b)
Address of issuer's principal executive offices:
Item 2.
(a)
Name of person filing:
This statement is filed by The Radoff Family Foundation, a Texas non-profit corporation ("Radoff Foundation"), and Bradley L. Radoff. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Mr. Radoff serves as a director of Radoff Foundation and may be deemed to beneficially own the Common Stock, no par value, of the Issuer (the "Shares") owned directly by Radoff Foundation.
(b)
Address or principal business office or, if none, residence:
The address of the principal office of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
(c)
Citizenship:
Radoff Foundation is organized under the laws of the State of Texas and Mr. Radoff is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, no par value
(e)
CUSIP No.:
75903M309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on December 31, 2025:
(i) Radoff Foundation directly beneficially owned 109,888 Shares, including 25,681 Shares underlying shares of the Issuer's Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the "Series D Preferred"); and
(ii) Mr. Radoff directly beneficially owned 227,821 Shares, including 61,051 Shares underlying the Series D Preferred. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 109,888 Shares beneficially owned by Radoff Foundation, which, together with the 227,821 Shares he directly beneficially owns, constitutes an aggregate of 337,709 Shares beneficially owned by Mr. Radoff.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Percent of class:
The following percentages are based on 3,934,677 Shares outstanding as of November 14, 2025 as disclosed in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 10, 2025, plus the Shares underlying the Series D Preferred that may be exercised by the Reporting Persons, as applicable.
As of the close of business on December 31, 2025, (i) Radoff Foundation beneficially owned approximately 2.8% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 8.4% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 18, 2026.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bradley L. Radoff is reported to beneficially own 337,709 Shares, representing 8.4% of the class. This total combines his direct holdings of 227,821 Shares and potential attribution of 109,888 Shares held by the Radoff Family Foundation.
How many shares does the Radoff Family Foundation hold in RHEP?
The Radoff Family Foundation directly owns 109,888 Shares, or approximately 2.8% of the class, including 25,681 shares underlying the Issuer's Series D 8% Preferred convertible securities.
What outstanding share count is used to calculate the percentages?
Percentages are based on 3,934,677 Shares outstanding as of November 14, 2025, cited from the Issuer's definitive proxy statement filed on Schedule 14A on December 10, 2025.
Do the Reporting Persons claim full beneficial ownership of all reported shares?
No. The filing explicitly states each Reporting Person "specifically disclaims beneficial ownership" of securities they do not directly own while reporting attributable amounts tied to conversion rights and foundation holdings.
When was the Schedule 13G/A amendment signed?
The amendment bears signatures by Bradley L. Radoff dated February 18, 2026, reflecting the Reporting Persons' execution of the Amendment No. 1 to the Schedule 13G/A.
