Regional Health Properties, Inc. received an updated ownership report from The Radoff Family Foundation and Bradley L. Radoff regarding its Common Stock, no par value. As of the reported date, the Radoff Family Foundation beneficially owned 131,581 shares, including 25,681 shares underlying the Issuer’s Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares.
Bradley L. Radoff directly beneficially owned 285,417 shares, including 64,680 shares underlying the same Series D Preferred, and may be deemed to beneficially own in total 416,998 shares, or 10.4% of the outstanding common shares. The Radoff Family Foundation’s holdings represent 3.3% of the outstanding shares, based on 3,924,667 shares outstanding as of May 13, 2026, plus the applicable underlying preferred shares. The reporting persons each disclaim beneficial ownership of securities they do not directly own.
Positive
None.
Negative
None.
Key Figures
Bradley L. Radoff beneficial ownership:416,998 sharesRadoff Family Foundation ownership:131,581 sharesMr. Radoff direct ownership:285,417 shares+5 more
8 metrics
Bradley L. Radoff beneficial ownership416,998 sharesAggregate shares Mr. Radoff may be deemed to beneficially own
Radoff Family Foundation ownership131,581 sharesShares beneficially owned by The Radoff Family Foundation
Mr. Radoff direct ownership285,417 sharesShares directly beneficially owned by Bradley L. Radoff
Series D underlying (Foundation)25,681 sharesCommon shares underlying Series D Preferred held by the Foundation
Series D underlying (Radoff)64,680 sharesCommon shares underlying Series D Preferred included in Mr. Radoff’s holdings
Shares outstanding baseline3,924,667 sharesCommon shares outstanding as of May 13, 2026
Foundation percent of class3.3%Approximate percentage of outstanding common stock
Radoff percent of class10.4%Approximate percentage of outstanding common stock
Key Terms
beneficially own, Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, Schedule 13G, disclaims beneficial ownership
4 terms
beneficially ownfinancial
"may be deemed to beneficially own the Common Stock, no par value, of the Issuer"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Series D 8% Cumulative Convertible Redeemable Participating Preferred Sharesfinancial
"Shares underlying shares of the Issuer's Series D 8% Cumulative Convertible Redeemable"
Schedule 13Gregulatory
"filed this schedule pursuant to 1(c) or 1(d), attach an exhibit"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
disclaims beneficial ownershipfinancial
"Each of the Reporting Persons specifically disclaims beneficial ownership of the securities"
What stake in RHEP does Bradley L. Radoff report in this Schedule 13G/A?
Bradley L. Radoff may be deemed to beneficially own 416,998 shares of Regional Health Properties, Inc., representing approximately 10.4% of the outstanding common stock. This total includes 64,680 shares underlying the Issuer’s Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares.
How many RHEP shares does the Radoff Family Foundation beneficially own?
The Radoff Family Foundation beneficially owns 131,581 shares of Regional Health Properties, Inc. common stock. This figure includes 25,681 shares underlying the company’s Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares held by the foundation.
What percentage of RHEP’s common stock do the Radoff reporting persons beneficially own?
Based on 3,924,667 shares outstanding plus applicable preferred conversions, the Radoff Family Foundation beneficially owns about 3.3%, and Bradley L. Radoff may be deemed to beneficially own about 10.4% of Regional Health Properties, Inc.’s outstanding common stock.
How many RHEP common shares were outstanding for the ownership calculations?
The ownership percentages are calculated using 3,924,667 shares of Regional Health Properties, Inc. common stock outstanding as of May 13, 2026, plus the shares underlying the Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares that may be converted by the reporting persons.
How much of RHEP’s Series D preferred is counted in Bradley L. Radoff’s ownership?
Bradley L. Radoff’s beneficial ownership includes 64,680 shares of common stock underlying Regional Health Properties, Inc.’s Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, which form part of his total 285,417 directly beneficially owned common shares.
Do the Radoff reporting persons fully admit beneficial ownership of all RHEP shares reported?
No. Each reporting person states that the filing shall not be deemed an admission of beneficial ownership of any Regional Health Properties, Inc. securities not directly owned and specifically disclaims beneficial ownership of such securities under Section 13(d) of the Exchange Act.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
REGIONAL HEALTH PROPERTIES, INC
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
75903M309
(CUSIP Number)
04/13/2026
(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
131,581.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
131,581.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
131,581.00
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
285,417.00
6
Shared Voting Power
131,581.00
7
Sole Dispositive Power
285,417.00
8
Shared Dispositive Power
131,581.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
416,998.00
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)
10.4 %
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:
1050 CROWN POINTE PARKWAY, SUITE 720, ATLANTA, GA 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 date hereof:
(i) Radoff Foundation directly beneficially owned 131,581 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 285,417 Shares, including 64,680 Shares underlying the Series D Preferred. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 131,581 Shares beneficially owned by Radoff Foundation, which, together with the 285,417 Shares he directly beneficially owns, constitutes an aggregate of 416,998 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 3,924,667 Shares outstanding as of May 13, 2026 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026, plus the Shares underlying the Series D Preferred that may be exercised by the Reporting Persons, as applicable.
As of the date hereof, (i) Radoff Foundation beneficially owned approximately 3.3% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 10.4% 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.
