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COMMUNITY HEALTH SYSTEMS INC·4

Mar 3, 4:45 PM ET

Johnson Jason K 4

4 · COMMUNITY HEALTH SYSTEMS INC · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

CYH CFO Jason K. Johnson Receives Awards; Sells 23,610 Shares for Taxes

What Happened

  • Jason K. Johnson, Executive Vice President & CFO of Community Health Systems, reported exercises/conversions and multiple grants/awards on 2026-03-01. The filing shows acquisitions (at $0) totaling up to 390,000 shares from exercises/conversions and restricted stock awards/derivative awards. To satisfy tax withholding obligations on vesting/exercise, Johnson surrendered 23,610 shares at $3.46 per share, generating $81,691 in proceeds (code F — payment of tax liability).

Key Details

  • Transaction date: 2026-03-01; filing date/accession: 2026-03-03 (Accession No. 0001193125-26-088501). Filing appears timely.
  • Reported acquired shares (zero price): 30,000 (exercise/conversion, code M) + 90,000 (award, code A) + 180,000 (award, derivative) + 90,000 (award, derivative) — total reported acquisitions in the filing = 390,000 shares.
  • Shares surrendered for taxes: 23,610 shares at $3.46 = $81,691 (code F).
  • Footnotes: F1 notes 2023–2025 performance-based awards vested at 100% on 3/1/2026; other awards are time-vesting or performance-based with vesting schedules tied to 2024–2026, 2025–2027 or 2026–2028 performance periods (some vesting 1/3 annually, some contingent on metrics like cumulative same-store adjusted EBITDA growth, net revenue growth, and TSR percentile rank).
  • Shares owned after the transactions are not provided in the excerpt of the filing.

Context

  • Code meanings: A = award/grant, M = exercise/conversion of derivative (e.g., RSUs/options), F = shares retained/surrendered to pay withholding taxes. The 23,610-share disposition is a tax-withholding action (routine) rather than an open-market sale signaling sentiment.
  • Many of the reported acquisitions are restricted or performance-based awards that either just vested (some vested 100%) or will vest in future periods subject to performance/time-based conditions — these are not immediate open-market purchases.

Insider Transaction Report

Form 4
Period: 2026-03-01
COMMUNITY HEALTH SYSTEMS INCCYH
Johnson Jason K
EVP & CFO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-01+30,000→ 202,049 total
  • Award

    Common Stock

    [F2]
    2026-03-01+90,000→ 292,049 total
  • Tax Payment

    Common Stock

    2026-03-01$3.46/sh−23,610$81,691→ 268,439 total
  • Exercise/Conversion

    Performance Based Restricted

    [F1]
    2026-03-01−30,000→ 0 total
    Exercise: $0.00→ Common Stock (30,000 underlying)
  • Award

    Performance Based Restricted

    [F3]
    2026-03-01+180,000→ 180,000 total
    Exercise: $0.00→ Common Stock (180,000 underlying)
  • Award

    Stock Options (Right to Buy)

    [F4]
    2026-03-01+90,000→ 90,000 total
    Exercise: $3.46From: 2027-03-01Exp: 2036-02-29→ Common Stock (90,000 underlying)
Holdings

  • Performance Based Restricted

    [F5]
    Exercise: $0.00→ Common Stock (30,000 underlying)
    30,000

  • Performance Based Restricted

    [F6]
    Exercise: $0.00→ Common Stock (30,000 underlying)
    30,000

  • Stock Options (Right to Buy)

    Exercise: $4.93From: 2021-03-01Exp: 2030-02-28→ Common Stock (15,000 underlying)
    15,000

  • Stock Options (Right to Buy)

    Exercise: $8.81From: 2022-03-01Exp: 2031-02-28→ Common Stock (18,000 underlying)
    18,000

  • Stock Options (Right to Buy)

    Exercise: $10.18From: 2023-03-01Exp: 2032-02-29→ Common Stock (25,000 underlying)
    25,000

  • Stock Options (Right to Buy)

    Exercise: $6.15From: 2024-03-01Exp: 2033-02-28→ Common Stock (30,000 underlying)
    30,000

  • Stock Options (Right to Buy)

    [F4]
    Exercise: $2.87From: 2025-03-01Exp: 2034-02-28→ Common Stock (30,000 underlying)
    30,000

  • Stock Options (Right to Buy)

    [F4]
    Exercise: $3.01From: 2026-03-01Exp: 2035-02-28→ Common Stock (30,000 underlying)
    30,000
Footnotes (6)
  • [F1]The vesting of these performance-based restricted shares was based on the Issuer's attainment of certain performance objectives between 1/1/2023 and 12/31/2025 (the "2023-2025 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2023-2025 Performance Period, the award vested on 3/1/2026 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2023.
  • [F2]The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
  • [F3]The vesting of these performance-based restricted shares is allocated to the Issuer's attainment of the following predetermined performance objectives between 1/1/2026 and 12/31/2028 (the "2026-2028 Performance Period"), as follows: 40% to a Cumulative Same-Store Adjusted EBITDA Growth target; 40% to a Cumulative Same-Store Net Revenue Growth target; and 20% to a Total Shareholder Return ("TSR") Percentile Rank target. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2026-2028 Performance Period.
  • [F4]Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
  • [F5]The vesting of these performance-based restricted shares is subject to the Issuer's attainment of certain performance objectives between 1/1/2024 and 12/31/2026 (the "2024-2026 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2024-2026 Performance Period.
  • [F6]The vesting of these performance-based restricted shares is subject to the Issuer's attainment of certain performance objectives between 1/1/2025 and 12/31/2027 (the "2025-2027 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2025-2027 Performance Period.
Signature
Christopher G. Cobb, Attorney in Fact for Jason K. Johnson|2026-03-03

Documents

2 files