Regional Health Properties, Inc. disclosure amends beneficial ownership reporting for Bradley L. Radoff and the Radoff Family Foundation. As of the close of business on March 31, 2026, the Radoff Family Foundation directly owned 130,072 shares and Mr. Radoff directly owned 262,574 shares, for an aggregate of 392,646 shares when combining the Foundation and Mr. Radoff holdings. The filing ties percentages to 3,934,677 Shares outstanding as of March 10, 2026, showing approximately 3.3% for the Foundation and 9.8% for Mr. Radoff. The reported holdings include shares underlying the Issuer's Series D 8% Cumulative Convertible Redeemable Participating Preferred where noted. The filing is an amendment to a Schedule 13G/A and contains the Reporting Persons' disclaimers of beneficial ownership for securities they do not directly own.
Positive
None.
Negative
None.
Insights
Radoff family holdings approach a single‑digit near‑control threshold but remain below 10% on a direct basis.
The amendment clarifies direct and shared voting and dispositive powers: 130,072 shares held by the Foundation and 262,574 shares directly by Bradley Radoff, with 392,646 shares presented as an aggregate figure as of March 31, 2026. Percentages reference 3,934,677 Shares outstanding as of March 10, 2026.
Key dependencies include conversion mechanics for the Series D Preferred (portions of the reported amounts derive from underlying convertible preferred) and the Reporting Persons' explicit disclaimers of beneficial ownership for securities not directly owned. Subsequent filings may show changes in voting power if conversions or transfers occur.
Key Figures
Shares outstanding:3,934,677 sharesRadoff Family Foundation holdings:130,072 sharesBradley L. Radoff holdings:262,574 shares+5 more
8 metrics
Shares outstanding3,934,677 sharesas of March 10, 2026
Radoff Family Foundation holdings130,072 sharesdirectly owned as of March 31, 2026
Bradley L. Radoff holdings262,574 sharesdirectly owned as of March 31, 2026
Aggregate combined holdings392,646 sharesaggregate of Foundation and Mr. Radoff as of March 31, 2026
Foundation percent of class3.3%based on shares outstanding as of March 10, 2026
Mr. Radoff percent of class9.8%based on shares outstanding as of March 10, 2026
Series D Preferred underlying shares (Foundation)25,681 sharesunderlying Series D Preferred included in Foundation total
Series D Preferred underlying shares (Radoff)64,076 sharesunderlying Series D Preferred included in Mr. Radoff total
Key Terms
Series D 8% Cumulative Convertible Redeemable Participating Preferred, beneficially owned, Schedule 13G/A
3 terms
Series D 8% Cumulative Convertible Redeemable Participating Preferredfinancial
"including 25,681 Shares underlying shares of the Issuer's Series D 8% Cumulative Convertible Redeemable"
beneficially ownedregulatory
"As of the close of business on March 31, 2026: Radoff Foundation directly beneficially owned 130,072 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13G/Aregulatory
"The filing of this shall not be deemed an admission that the Reporting Persons are"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Bradley L. Radoff is reported to directly own 262,574 shares, and when combined with the Foundation's holdings totals 392,646 shares. These figures are stated as of the close of business on March 31, 2026 and use the issuer's outstanding share count dated March 10, 2026.
How many shares does the Radoff Family Foundation hold in RHEP?
The Radoff Family Foundation is reported to directly own 130,072 shares, including 25,681 shares underlying the Issuer's Series D Preferred, as of the close of business on March 31, 2026.
What percent of RHEP does the filing report for the Radoff holders?
The filing states the Foundation beneficially owned about 3.3% and Mr. Radoff may be deemed to beneficially own about 9.8% of the outstanding shares, based on 3,934,677 Shares outstanding as of March 10, 2026.
Do the reported holdings include convertible preferred shares?
Yes; the reported totals explicitly include shares underlying the Series D 8% Cumulative Convertible Redeemable Participating Preferred where specified: 25,681 shares for the Foundation and 64,076 shares for Mr. Radoff, as of March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
REGIONAL HEALTH PROPERTIES, INC
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
75903M309
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
130,072.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
130,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
130,072.00
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)
3.3 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
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
262,574.00
6
Shared Voting Power
130,072.00
7
Sole Dispositive Power
262,574.00
8
Shared Dispositive Power
130,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
392,646.00
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)
9.8 %
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:
1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia 30338
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 March 31, 2026:
(i) Radoff Foundation directly beneficially owned 130,072 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 262,574 Shares, including 64,076 Shares underlying the Series D Preferred. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 130,072 Shares beneficially owned by Radoff Foundation, which, together with the 262,574 Shares he directly beneficially owns, constitutes an aggregate of 392,646 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 March 10, 2026 as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2026, 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 March 31, 2026, (i) Radoff Foundation beneficially owned approximately 3.3% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 9.8% 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.
