[Form 4] SunLink Health Systems, Inc Insider Trading Activity

Rhea-AI Filing Summary

Ford C. Michael, an officer of SunLink Health Systems, Inc. (SSY), reported transactions on 08/14/2025 related to a corporate merger. The filing shows a disposition of 49,422 shares of SunLink common stock, leaving the reporting person with 0 shares of common stock following the transaction. The filing also reports dispositions of three director stock options (5,000; 12,000; and 10,000 options) that each had specified exercise prices and expiration dates and are shown as resulting in 0 options beneficially owned after the transactions. The explanatory note states that at the effective time of the merger between SunLink and Regional Health Properties, Inc., each five shares of SunLink common stock were converted into 1.1330 shares of Regional common stock plus one share of a Series D preferred of Regional, and that an option was terminated in the merger. The Form 4 was executed by M. Timothy Elder pursuant to power of attorney on 08/14/2025.

Positive

• Merger conversion disclosed with a clear ratio: five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred
• Full Section 16 disclosure of dispositions and option terminations filed, including power of attorney signature, supporting regulatory transparency

Negative

• Reporting person now holds 0 common shares of SunLink following the disposition of 49,422 shares
• Multiple director options disposed or terminated, reducing prior option-based equity positions

Insights

Financial Analyst

TL;DR: Insider disposed all reported SunLink common stock holdings amid a merger, replacing share economics via conversion terms disclosed.

The filing documents a complete disposition of 49,422 SunLink common shares by an officer, concurrent with merger-related conversion mechanics. The conversion ratio (five SunLink shares into 1.1330 Regional shares plus one Series D preferred) changes the holder's claim from common equity in SunLink to a mix of Regional common and preferred instruments. For investors, this is a change in instrument exposure rather than a routine open-market sale; valuation and voting implications depend on Regional's capital structure and the preferred share terms (8% cumulative convertible redeemable participating preferred). The termination of at least one option in the merger reduces outstanding option dilution from the prior SunLink capitalization.

Corporate Governance Expert

TL;DR: Insider reporting reflects standard post-merger ownership adjustments and option terminations, with full disposals recorded for transparency.

The Form 4 properly discloses disposition codes and resulting zero beneficial ownership for the listed SunLink securities, consistent with a merger conversion. The inclusion of the conversion formula and the preferred share issuance provides material detail on the exchange mechanics. The filing was signed by an attorney-in-fact, which is common in Section 16 reporting. There is no indication in the filing of selective disclosure or untimely reporting; material governance effects hinge on the rights attached to the issued Series D preferred and Regional's shareholder governance post-merger.

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

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X

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^*

FORD C MICHAEL

(Last) (First) (Middle)

310 NORRIS STREET

(Street)

ST. MARYS GA 31558

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNLINK HEALTH SYSTEMS INC [ SSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former Director

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		D		49,422	D	(1)	0	D

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
Director Stock Option	$1.79	08/14/2025		D			5,000	09/10/2015	09/10/2025	Common Stock	5,000	$0	0(2)	D
Director Stock Option	$1.21	08/14/2025		D			12,000	09/12/2016	09/12/2026	Common Stock	12,000	$0	0(2)	D
Director Stock Option	$1.38	08/14/2025		D			10,000	09/09/2019	09/09/2029	Common Stock	10,000	$0	0(2)	D

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.

2. This option was terminated in the merger.

	M. Timothy Elder, pursuant to a power of attorney	08/14/2025
	** 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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FAQ

What did Ford C. Michael report on Form 4 for SSY?

The filing reports a disposition of 49,422 SunLink common shares and dispositions/terminations of three director stock options, leaving 0 shares and 0 options beneficially owned for the reported items.

When did the reported transactions for SSY occur?

The transactions are reported with a transaction date of 08/14/2025 and the Form 4 was executed the same date by power of attorney.

What were the merger exchange terms disclosed in the filing?

At the merger effective time, each five shares of SunLink common were converted into 1.1330 shares of Regional common plus one share of Series D 8% cumulative convertible redeemable participating preferred of Regional.

Did the filing disclose any option terminations?

Yes; the explanatory note states that an option was terminated in the merger, and the Table II entries show dispositions that result in zero options beneficially owned.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by M. Timothy Elder pursuant to a power of attorney on behalf of the reporting person.

Does the filing indicate continued ownership in the surviving company?

The filing shows 0 SunLink common shares and reports conversion mechanics into Regional securities, but it does not state the exact number of Regional shares or preferred shares held by the reporting person after conversion; only the conversion formula is disclosed.