Form 8-K

8-K — COMMUNITY HEALTH SYSTEMS INC

Accession: 0001193125-26-208926

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001108109

SIC: 8062 (SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d107670d8k.htm (Primary)

EX-99.1 (d107670dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d107670d8k.htm · Sequence: 1

8-K

COMMUNITY HEALTH SYSTEMS INC false 0001108109 0001108109 2026-05-06 2026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 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): May 6, 2026

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15925

13-3893191

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000

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

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 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 8.01.

Other Events.

On May 6, 2026, the Company issued a press release announcing the early tender results of its previously announced cash tender offer (the “Tender Offer”) to purchase for cash up to $600,000,000 aggregate purchase price of its outstanding 4.750% Senior Secured Notes due 2031 (the “2031 Notes”) and its 10.875% Senior Secured Notes due 2032 (the “2032 Notes” and together with the 2031 Notes, the “Notes”).

A copy of the Company’s press release announcing the early tender results is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are filed herewith:

99.1

Press Release of Community Health Systems, Inc., dated May 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: May 6, 2026

COMMUNITY HEALTH SYSTEMS, INC.

(Registrant)

By:

/s/ Jason K. Johnson

Jason K. Johnson

Executive Vice President and Chief Financial Officer (principal financial officer)

EX-99.1

Filename: d107670dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES

EARLY TENDER RESULTS FOR ITS TENDER OFFER FOR CERTAIN OUTSTANDING

SENIOR SECURED NOTES

FRANKLIN, Tenn.

(May 6, 2026) – Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today announced certain matters with respect to its cash tender offer previously announced on April 22, 2026 (as it may be amended from

time to time, the “Tender Offer”) by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the “Issuer”), to purchase for cash up to $600,000,000 aggregate purchase price (exclusive of accrued and unpaid interest,

the “Aggregate Maximum Purchase Amount”) of (i) its outstanding 4.750% Senior Secured Notes due 2031 (the “2031 Notes”) and (ii) its outstanding 10.875% Senior Secured Notes due 2032 (the “2032 Notes”

and, together with the 2031 Notes, the “Notes”), subject to possible proration and other terms and conditions set forth in the Offer to Purchase (as defined below). Capitalized terms used but not defined herein shall have the meanings

assigned to such terms in the Offer to Purchase dated April 22, 2026 (the “Offer to Purchase”) with respect to the Tender Offer.

As of

the Early Tender Date for the Tender Offer, $994,822,000 aggregate principal amount of the 2031 Notes (94.05%) were validly tendered and not validly withdrawn, and $822,029,000 aggregate principal amount of the 2032 Notes (46.18%) were validly

tendered and not validly withdrawn.

Based upon the aggregate principal amount of 2031 Notes that were validly tendered and not validly withdrawn as of

the Early Tender Date, the proration factor with respect to the 2031 Notes is approximately 37.07%. Based upon the aggregate principal amount of 2032 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date, the

proration factor with respect to the 2032 Notes is approximately 28.14%.

As a result, (i) $368,421,000 aggregate principal amount of the 2031 Notes that

were validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by the Issuer on the Early Settlement Date, and (ii) $230,946,000 aggregate principal amount of the 2032 Notes that were validly

tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by the Issuer on the Early Settlement Date. All such Notes that have been accepted will be settled on the Early Settlement Date in accordance with

the terms of the Tender Offer as set forth in the Offer to Purchase, including proration with respect to both the 2031 Notes and 2032 Notes. The Issuer expects such Early Settlement Date to be May 7, 2026.

Any Notes tendered but not accepted for purchase in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The

Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

On the Early Settlement Date, the aggregate total purchase

price payable under the Offer to Purchase for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will have reached the Aggregate Maximum Purchase Amount, the 2031 Tender Cap with respect

to the 2031 Notes and the 2032 Tender Cap with respect to the 2032 Notes. As a result of the amount of 2031 Notes and 2032 Notes accepted for purchase on the Early Settlement Date, no Notes tendered after the Early Tender Date will, under the terms

of the Offer to Purchase, be accepted for payment unless, in the Issuer’s sole and absolute discretion, the terms of the Tender Offer are amended or waived by the Issuer to permit further purchases of the 2031 Notes or 2032 Notes. There can be

no assurance that the Issuer will amend or waive any terms of the Tender Offer to accept any Notes tendered after the Early Tender Date or amend the Tender Offer in any other respect.

Except as expressly set forth herein, the terms and conditions with respect to the Tender Offer are as set forth in the Offer to Purchase, subject to the

Issuer’s right to waive, amend or terminate any provisions of the Tender Offer, in the Issuer’s sole and absolute discretion.

-MORE-

Community Health Systems, Inc. Announces Expiration of Early Tender Date for Certain Outstanding Senior

Secured Notes

Page 2

May 6, 2026

The obligation of the Issuer to accept for purchase, and to pay for, Notes validly tendered pursuant to the

Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Issuer.

The Issuer has retained UBS Investment Bank to act as the dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed

to UBS Investment Bank at (212) 882-5723 (Collect), (833) 690-0971 (Toll-Free) or by email at americas-lm@ubs.com. Copies of the

Offer to Purchase may be obtained by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at contact@gbsc-usa.com.

This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes

or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer

is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.

This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in

which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer manager or

one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Forward-Looking Statements

This press release may include information that could constitute forward-looking statements. These statements involve risk and uncertainties. The Company

undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Investor Contacts:

Kevin J. Hammons

Chief Executive Officer

(615)

465-7000

Anton

Hie

Vice President – Investor Relations

(615) 465-7012

Media Contact:

Tomi Galin, 615-628-6607

Executive Vice President, Corporate Communications, Marketing and

Public Affairs

-END-

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