SSY Insider Filing: Thornton Reports Zero SunLink Shares After Merger Conversion

Rhea-AI Filing Summary

Robert M. Thornton Jr. reported dispositions of SunLink Health Systems, Inc. (SSY) common stock on 08/14/2025 in a transaction tied to a merger with Regional Health Properties, Inc. The Form 4 shows two dispositions: 554,562 shares and 5,000 shares (the latter held in an IRA), leaving 0 shares beneficially owned following the reported transactions. The filing explains that at the merger Effective Time each five SunLink shares were converted into 1.1330 shares of Regional common stock plus one share of Series D 8% cumulative convertible redeemable participating preferred stock of Regional. The 554,562 shares are reported as owned indirectly by CareVest Capital, L.L.C., of which Mr. Thornton owns 100% of the voting shares and is reporting CareVest’s holdings.

Positive

• Transaction is clearly disclosed with conversion mechanics tied to the merger explicitly explained
• Indirect ownership attribution to CareVest is documented and the reporter discloses his 100% voting control

Negative

• Reporting person holds 0 SunLink common shares following the reported transactions
• Large disposition reported (559,562 shares total) reduces direct/indirect SunLink ownership to zero

Insights

Financial Analyst

TL;DR Major insider disposition tied to a merger converted SunLink shares into Regional equity and preferred stock, with reporting person holding zero SunLink shares post-transaction.

The Form 4 discloses a large, merger-related disposition of SunLink common stock, reflecting the conversion mechanics at the Effective Time rather than a typical open-market sale. The conversion ratio (five SunLink shares into 1.1330 Regional common shares plus one Series D preferred) is the key driver of why the reporting person’s SunLink holdings now read as zero. For investors, the filing clarifies ownership structure and indicates that the economic exposure has shifted into Regional securities and Series D preferred shares held outside SunLink’s capital structure.

Corporate Governance Expert

TL;DR Filing transparently attributes indirect ownership to CareVest and records the post-merger conversion and resulting zero SunLink holdings by the reporting person.

The report properly identifies the reporting person’s relationship to the issuer (former director, chairman, CEO & president) and discloses that CareVest Capital, L.L.C. holds the reported shares, with Mr. Thornton owning 100% of CareVest’s voting shares. The Form 4 documents the change in beneficial ownership as a conversion at merger Effective Time, meeting Section 16 reporting requirements. Signature is provided via power of attorney, consistent with authorized filing practice.

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

OMB APPROVAL

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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^*

THORNTON ROBERT M JR

(Last) (First) (Middle)

900 CIRCLE 75 PARKWAY

SUITE 690

(Street)

ATLANTA GA 30339

(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 Dir, Chmn, CEO & Pres

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		554,562	D	(1)	0	I	See Footnote 2(2)
Common Stock	08/14/2025		D		5,000	D	(1)	0	I	By IRA

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

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. Owned by CareVest Capital, L.L.C. ("CareVest"). Mr. Thornton owns 100% of the outstanding voting shares of CareVest and is reporting CareVest's total direct holdings of SunLink shares.

	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Robert M. Thornton Jr. report on the Form 4 for SSY?

He reported dispositions of 554,562 and 5,000 SunLink common shares on 08/14/2025, leaving him with 0 shares beneficially owned.

Why were the SunLink shares disposed of according to the filing?

The dispositions occurred at the Effective Time of a merger with Regional Health Properties, where each five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred share.

Who legally owned the 554,562 SunLink shares before the transaction?

The 554,562 shares were owned indirectly by CareVest Capital, L.L.C.; Mr. Thornton reports CareVest’s holdings and owns 100% of CareVest’s voting shares.

Was any portion of the reported holdings held in an IRA?

Yes, 5,000 shares are reported as disposed of from an IRA and resulted in 0 shares held post-transaction.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by M. Timothy Elder pursuant to a power of attorney dated 08/14/2025.