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COMMUNITY HEALTH SYSTEMS INC·4

Mar 3, 4:47 PM ET

STOCKTON KEVIN A 4

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

Research Summary

AI-generated summary of this filing

Updated

CYH EVP Kevin Stockton Receives Awards; 35,573 Shares Surrendered for Taxes

What Happened

  • Kevin A. Stockton, EVP, Operations & Development at Community Health Systems (CYH), received multiple equity awards and conversions on 2026-03-01. The filing reports acquisitions from exercise/conversion and grants: 50,000 shares (exercise/conversion), a 30,000-share grant, and additional award entries of 60,000 and 30,000 shares (derivative/award items). In connection with the vesting/conversion, 35,573 shares were surrendered/withheld to cover tax liabilities at $3.46/share, generating $123,083.
  • These transactions reflect vested/performance-based awards and grant activity rather than an open-market buy or sell. The 35,573-share disposition was for tax withholding (code F), not a market sale for investment purposes.

Key Details

  • Transaction date: 2026-03-01; Form 4 filed 2026-03-03 (timely).
  • Reported acquisitions: 50,000 (exercise/conversion, M) + 30,000 (grant, A) + 60,000 (grant, derivative A) + 30,000 (grant, derivative A) = 170,000 shares acquired (as reported line items).
  • Reported disposition: 35,573 shares withheld/disposed (code F) at $3.46 each = $123,083 (tax withholding).
  • Shares owned after transaction: not provided in the excerpt of the filing.
  • Transaction codes: M = exercise/conversion of derivative; A = award/grant; F = payment/tax withholding.
  • Filing timeliness: filed within two business days of the transactions (no late filing flag reported).

Context

  • Footnotes show a mix of vested performance-based restricted stock and time-vesting awards:
    • F1 notes that certain performance-based restricted shares tied to the 2023–2025 performance period vested at 100% on 3/1/2026.
    • Other footnotes (F2–F6) describe standard time-vesting (1/3 annual vesting) and future performance-based awards (2024–2026, 2025–2027, 2026–2028 performance periods, with payout ranges 0%–200% depending on achievement).
  • The withheld/disposed shares were used to satisfy tax obligations tied to vesting/conversion (a common payroll/tax withholding mechanism), not an opportunistic open-market sale.

Insider Transaction Report

Form 4
Period: 2026-03-01
COMMUNITY HEALTH SYSTEMS INCCYH
STOCKTON KEVIN A
EVP, Operations & Development
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-01+50,000→ 213,863 total
  • Award

    Common Stock

    [F2]
    2026-03-01+30,000→ 243,863 total
  • Tax Payment

    Common Stock

    2026-03-01$3.46/sh−35,573$123,083→ 208,290 total
  • Exercise/Conversion

    Performance Based Restricted

    [F1]
    2026-03-01−50,000→ 0 total
    Exercise: $0.00→ Common Stock (50,000 underlying)
  • Award

    Performance Based Restricted

    [F3]
    2026-03-01+60,000→ 60,000 total
    Exercise: $0.00→ Common Stock (60,000 underlying)
  • Award

    Stock Options (Right to Buy)

    [F4]
    2026-03-01+30,000→ 30,000 total
    Exercise: $3.46From: 2027-03-01Exp: 2036-02-29→ Common Stock (30,000 underlying)
Holdings

  • Performance Based Restricted

    [F5]
    Exercise: $0.00→ Common Stock (80,000 underlying)
    80,000

  • Performance Based Restricted

    [F6]
    Exercise: $0.00→ Common Stock (80,000 underlying)
    80,000

  • Stock Options (Right to Buy)

    Exercise: $4.99From: 2020-03-01Exp: 2029-02-28→ Common Stock (8,000 underlying)
    8,000

  • 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 (15,000 underlying)
    15,000

  • 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 (25,000 underlying)
    25,000

  • Stock Options (Right to Buy)

    [F4]
    Exercise: $2.87From: 2025-03-01Exp: 2034-02-28→ Common Stock (40,000 underlying)
    40,000

  • Stock Options (Right to Buy)

    [F4]
    Exercise: $3.01From: 2026-03-01Exp: 2035-02-28→ Common Stock (40,000 underlying)
    40,000
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: 50% to a Cumulative Same-Store Adjusted EBITDA Growth target; and 50% to a Cumulative Same-Store Net Revenue Growth 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 Kevin A. Stockton|2026-03-03

Documents

2 files