8-K
COMMUNITY HEALTH SYSTEMS INC (CYH)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 2, 2026 (February 1, 2026) |
|---|
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-15925 | 13-3893191 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 4000 Meridian Boulevard | ||
| Franklin, Tennessee | 37067 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (615) 465-7000 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value | CYH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 1, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), and a subsidiary of CHS (the “CHS Selling Entity”), completed the transactions contemplated by that certain purchase agreement dated as of October 30, 2025 (the “Purchase Agreement”), with Vanderbilt University Medical Center and certain of its subsidiaries (collectively, the “Purchaser”), Clarksville Health System, G.P., and Clarksville Physician Services, G.P. (Clarksville Health System, G.P. and Clarksville Physician Services, G.P., collectively, the “Joint Ventures”). The entry into the Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on October 31, 2025. Pursuant to the Purchase Agreement, at closing, Purchaser acquired the CHS Selling Entity's collective 80% ownership interest in the Joint Ventures, which own and operate Tennova Healthcare - Clarksville in Clarksville, Tennessee, and certain ancillary businesses (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to the CHS Selling Entity in connection with the closing of Transaction after giving effect to estimated working capital and purchase price adjustments and before certain transaction expenses, was $623 million in cash (subject to a post-closing working capital adjustment). In addition, contemporaneous with the closing of the Transaction, in connection with the balance of certain amounts due to the Joint Ventures from CHS and in accordance with the terms of the Purchase Agreement, subsidiaries of CHS distributed approximately $23 million in cash to the Purchaser for their share of amounts owed to the Joint Ventures by CHS. Prior to the Transaction, the Purchaser held a minority interest in the Joint Ventures and purchased the remaining interests through the Transaction.
The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may have been qualified in the Purchase Agreement by confidential disclosure schedules (which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representation, warranties and covenants set forth in the Purchase Agreement), may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties to the Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On February 2, 2026, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information
The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
- Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2025 and Statement of Loss for the year ended December 31, 2024.
- Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025.
- Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMUNITY HEALTH SYSTEMS, INC.<br>(Registrant) | |||
|---|---|---|---|
| Date: | February 2, 2026 | By: | /s/ Kevin J. Hammons |
| Kevin J. Hammons<br>Chief Executive Officer<br>(principal executive officer) |
EX-99.1
Exhibit Number
99.1
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On October 30, 2025, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), and a subsidiary of CHS (the “CHS Selling Entity”), entered into a purchase agreement (the “Purchase Agreement”), with Vanderbilt University Medical Center and certain of its subsidiaries (collectively, the “Purchaser”), Clarksville Health System, G.P., and Clarksville Physician Services, G.P. (Clarksville Health System, G.P. and Clarksville Physician Services, G.P., collectively, the “Joint Ventures”), providing for the sale of the CHS Selling Entity's collective 80% ownership interest in the Joint Ventures, which own and operate Tennova Healthcare - Clarksville in Clarksville, Tennessee, and certain ancillary businesses (collectively, the “Facility”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On February 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the CHS Selling Entity in connection with the closing of the Transaction, after giving effect to estimated working capital and other purchase price adjustments and before certain transaction expenses was $623 million in cash (subject to a post-closing working capital adjustment). In addition, contemporaneous with the closing of the Transaction, in connection with the balance of certain amounts due to the Joint Ventures from CHS and in accordance with the terms of the Purchase Agreement, subsidiaries of CHS distributed approximately $23 million in cash to the Purchaser for their share of amounts owed to the Joint Ventures by CHS.
The Company has determined that the operations of the Facility that was divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), “Presentation of Financial Statements.”
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of September 30, 2025. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit.
The accompanying unaudited pro forma condensed consolidated statement of income for the nine months ended September 30, 2025 and the statement of loss for the year ended December 31, 2024 (the “Pro Forma Periods”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of income (loss) for the Pro Forma Periods presented.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management’s actions were carried out in previous reporting periods.
The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the
notes thereto should be read in conjunction with the Company’s financial statements for the nine months ended September 30, 2025, included in the Company's Quarterly Report on Form 10-Q filed on October 24, 2025, and the Company's financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed on February 19, 2025.
| Unaudited Pro Forma Condensed Consolidated Balance Sheet | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | ||||||||||
| September 30, 2025 | ||||||||||
| Pro Forma | ||||||||||
| As Reported | Adjustments | Pro Forma | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 123 | $ | 589 | a | $ | 712 | |||
| Patient accounts receivable | 2,159 | (51 | ) | b | 2,108 | |||||
| Supplies | 325 | (7 | ) | b | 318 | |||||
| Prepaid expenses and taxes | 266 | (2 | ) | b | 264 | |||||
| Other current assets | 325 | - | 325 | |||||||
| Total current assets | 3,198 | 529 | 3,727 | |||||||
| Property and equipment | 9,064 | (240 | ) | b | 8,824 | |||||
| Less accumulated depreciation and amortization | (4,444 | ) | 103 | b | (4,341 | ) | ||||
| Property and equipment, net | 4,620 | (137 | ) | 4,483 | ||||||
| Goodwill | 3,540 | (227 | ) | b | 3,313 | |||||
| Deferred income taxes | 75 | - | 75 | |||||||
| Other assets, net | 1,806 | (13 | ) | b | 1,793 | |||||
| Total assets | $ | 13,239 | $ | 152 | $ | 13,391 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||
| Current liabilities | ||||||||||
| Current maturities of long-term debt | $ | 16 | $ | - | $ | 16 | ||||
| Current operating lease liabilities | 110 | (1 | ) | b | 109 | |||||
| Accounts payable | 894 | (12 | ) | b | 882 | |||||
| Income tax payable | 3 | 71 | c | 74 | ||||||
| Accrued liabilities: | ||||||||||
| Employee compensation | 468 | (7 | ) | b | 461 | |||||
| Accrued interest | 209 | - | 209 | |||||||
| Other | 478 | (3 | ) | b | 475 | |||||
| Total current liabilities | 2,178 | 48 | 2,226 | |||||||
| Long-term debt | 10,589 | - | 10,589 | |||||||
| Deferred income taxes | 30 | - | 30 | |||||||
| Long-term operating lease liabilities | 527 | (4 | ) | b | 523 | |||||
| Other long-term liabilities | 866 | - | 866 | |||||||
| Total liabilities | 14,190 | 44 | 14,234 | |||||||
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | 323 | (70 | ) | b | 253 | |||||
| STOCKHOLDERS’ DEFICIT | ||||||||||
| Community Health Systems, Inc. stockholders’ deficit: | ||||||||||
| Preferred stock | - | - | - | |||||||
| Common stock | 1 | - | 1 | |||||||
| Additional paid-in capital | 2,183 | - | 2,183 | |||||||
| Accumulated other comprehensive loss | (5 | ) | - | (5 | ) | |||||
| Accumulated deficit | (3,681 | ) | 178 | d | (3,503 | ) | ||||
| Total Community Health Systems, Inc. stockholders’ deficit | (1,502 | ) | 178 | (1,324 | ) | |||||
| Noncontrolling interests in equity of consolidated subsidiaries | 228 | - | 228 | |||||||
| Total stockholders’ deficit | (1,274 | ) | 178 | (1,096 | ) | |||||
| Total liabilities and stockholders’ deficit | $ | 13,239 | $ | 152 | $ | 13,391 | ||||
| Unaudited Pro Forma Condensed Consolidated Statement of Income | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In millions, except per share amounts) | ||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||
| Pro Forma | ||||||||||
| As Reported | Adjustments | Pro Forma | ||||||||
| Net operating revenues | $ | 9,379 | $ | (230 | ) | e | $ | 9,149 | ||
| Operating costs and expenses: | ||||||||||
| Salaries and benefits | 4,056 | (68 | ) | e | 3,988 | |||||
| Supplies | 1,418 | (26 | ) | e | 1,392 | |||||
| Other operating expenses | 2,583 | (65 | ) | e | 2,518 | |||||
| Lease cost and rent | 209 | (3 | ) | e | 206 | |||||
| Depreciation and amortization | 317 | (6 | ) | e | 311 | |||||
| Impairment and (gain) loss on sale of businesses, net | (242 | ) | - | (242 | ) | |||||
| Total operating costs and expenses | 8,341 | (168 | ) | 8,173 | ||||||
| Income from operations | 1,038 | (62 | ) | 976 | ||||||
| Interest expense, net | 649 | - | 649 | |||||||
| Gain from early extinguishment of debt | (105 | ) | - | (105 | ) | |||||
| Equity in earnings of unconsolidated affiliates | (9 | ) | 1 | e | (8 | ) | ||||
| Income before income taxes | 503 | (63 | ) | 440 | ||||||
| (Benefit from) provision for income taxes | (13 | ) | 11 | c | (2 | ) | ||||
| Net income | 516 | (74 | ) | 442 | ||||||
| Less: Net income attributable to noncontrolling interests | 117 | (13 | ) | e | 104 | |||||
| Net income attributable to Community Health Systems, | ||||||||||
| Inc. stockholders | $ | 399 | $ | (61 | ) | $ | 338 | |||
| Earnings per share attributable to Community | ||||||||||
| Health Systems, Inc. stockholders: | ||||||||||
| Basic | $ | 2.99 | $ | 2.54 | ||||||
| Diluted | $ | 2.97 | $ | 2.50 | ||||||
| Weighted-average number of shares outstanding: | ||||||||||
| Basic | 133 | 133 | ||||||||
| Diluted | 135 | 135 | ||||||||
| Unaudited Pro Forma Condensed Consolidated Statement of Loss | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In millions, except per share amounts) | ||||||||||
| Year Ended December 31, 2024 | ||||||||||
| Pro Forma | ||||||||||
| As Reported | Adjustments | Pro Forma | ||||||||
| Net operating revenues | $ | 12,634 | $ | (245 | ) | e | $ | 12,389 | ||
| Operating costs and expenses: | ||||||||||
| Salaries and benefits | 5,418 | (89 | ) | e | 5,329 | |||||
| Supplies | 1,946 | (34 | ) | e | 1,912 | |||||
| Other operating expenses | 3,642 | (71 | ) | e | 3,571 | |||||
| Lease cost and rent | 299 | (4 | ) | e | 295 | |||||
| Depreciation and amortization | 486 | (8 | ) | e | 478 | |||||
| Impairment and (gain) loss on sale of businesses, net | 301 | (249 | ) | d | 52 | |||||
| Total operating costs and expenses | 12,092 | (455 | ) | 11,637 | ||||||
| Income from operations | 542 | 210 | 752 | |||||||
| Interest expense, net | 860 | - | 860 | |||||||
| Gain from early extinguishment of debt | (25 | ) | - | (25 | ) | |||||
| Equity in earnings of unconsolidated affiliates | (10 | ) | 1 | e | (9 | ) | ||||
| Loss before income taxes | (283 | ) | 209 | (74 | ) | |||||
| Provision for income taxes | 79 | 78 | c, d | 157 | ||||||
| Net loss attributable to Community Health Systems, | (362 | ) | 131 | (231 | ) | |||||
| Less: Net income attributable to noncontrolling interests | 154 | (10 | ) | e | 144 | |||||
| Net loss attributable to Community Health Systems, | ||||||||||
| Inc. stockholders | $ | (516 | ) | $ | 141 | $ | (375 | ) | ||
| Loss per share attributable to Community | ||||||||||
| Health Systems, Inc. stockholders: | ||||||||||
| Basic | $ | (3.90 | ) | $ | (2.84 | ) | ||||
| Diluted | $ | (3.90 | ) | $ | (2.84 | ) | ||||
| Weighted-average number of shares outstanding: | ||||||||||
| Basic | 132 | 132 | ||||||||
| Diluted | 132 | 132 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:
- Adjustment represents consideration received from the sale of the Facility of approximately $623 million, net of transaction expenses of $11 million and the distribution of amounts due to the Joint Ventures from CHS of approximately $23 million.
- Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facility.
- Adjustments represent the impact to income taxes associated with the sale of the Facility. The income tax expense for the nine months ended September 30, 2025 relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2024, income tax expense of approximately $7 million related to the elimination of revenues, costs and expenses set forth in Note (e) plus income tax expense of approximately $71 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.
- Adjustments reflect a $249 million pre-tax gain ($178 million after tax) on sale of the Facility calculated as follows:
| Consideration received | $ | 623 | |
|---|---|---|---|
| Less: Cash paid for distribution to noncontrolling investor in Joint Ventures | (23 | ) | |
| Less: Transaction expenses | (11 | ) | |
| Less: Carrying value of the Facility | (113 | ) | |
| Less: Goodwill allocated to sale of the Facility | (227 | ) | |
| Pro forma gain before income taxes | 249 | ||
| Provision for income taxes | (71 | ) | |
| Pro forma net gain on sale of the Facility | $ | 178 |
Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facility. Adjustments do not include certain general corporate overhead costs previously allocated to the Facility that will have a continuing effect on the Company post-closing.
EX-99.2
Exhibit 99.2
Community Health Systems Completes SALE OF OWNERSHIP INTERESTS IN
CLARKSVILLE, TENNESSEE, HOSPITAL TO VANDERBILT UNIVERSITY MEDICAL CENTER
FRANKLIN, Tenn. (February 2, 2026) – Community Health Systems, Inc. (NYSE: CYH) announced today that subsidiaries of the Company have completed the sale of their 80% ownership interests in two joint ventures, which respectively own and operate 270-bed Tennova Healthcare - Clarksville and certain ancillary businesses located in Clarksville, Tennessee, to subsidiaries of Vanderbilt University Medical Center (VUMC) for $623 million, before certain transaction expenses. VUMC previously held minority ownership interests in these joint ventures and purchased the remaining ownership interests through this transaction. Contemporaneous with the completion of this transaction, subsidiaries of the Company distributed the balance of amounts owed to the two joint ventures to subsidiaries of VUMC in the amount of approximately $23 million. The entry into the definitive agreement for this transaction was announced on October 30, 2025, and the closing was effective February 1, 2026.
This transaction is among the additional potential divestitures discussed on the Company’s third quarter 2025 earnings call and in subsequent public appearances.
Leerink Partners acted as exclusive financial advisor to the Company for the transaction.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 34 distinct markets across 13 states. The Company’s subsidiaries own or lease 65 affiliated hospitals with more than 9,000 beds and operate more than 900 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Media Contact:
Tomi Galin Executive Vice President, Corporate Communications, Marketing and Public Affairs (615) 628-6607
Investor Contacts: Kevin Hammons Chief Executive Officer (615) 465-7000
Anton Hie Vice President – Investor Relations (615) 465-7012
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