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): ~~February~~March 1805, 2026 (March 05, 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)	(Commission File Number)	(IRS Employer 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 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. ☐

TheItem information1.01 containedEntry ininto thisa CurrentMaterial ReportDefinitive on Form 8-K (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filingAgreement.

~~Item~~On 2March 5, 2026, CHS/Community Health Systems, Inc.02 ~~Results~~(“CHS”), a wholly-owned subsidiary of ~~Operations~~Community Health Systems, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”). Pursuant to the Purchase Agreement, and ~~Financial~~subject ~~Condition~~to the terms and conditions set forth therein, Purchaser has agreed to acquire substantially all of the assets, and assume certain liabilities, from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and related businesses (the transactions contemplated by the Purchase Agreement, the “Transaction”). The total purchase price payable by Purchaser to CHS at the closing of the Transaction is $112 million, subject to certain adjustments based on closing net working capital and the amount of finance leases assumed by the Purchaser.

OnThe ~~February~~Purchase ~~18,~~Agreement ~~2026,~~contains ~~Community~~various ~~Health Systems~~representations, ~~Inc.~~warranties ~~(the~~and ~~“Company”)~~covenants ~~announced~~made ~~operating~~by ~~results for~~ the ~~fourth~~parties. ~~quarter~~The ~~and~~Purchase ~~year~~Agreement ~~ended~~also ~~December~~provides ~~31,~~for ~~2025.~~indemnification Aby ~~copy~~the ofparties ~~the~~with ~~press~~respect ~~release~~to ~~making~~breaches ~~this~~of ~~announcement~~representations, iswarranties ~~attached~~and ascovenants ~~Exhibit~~by ~~99.1~~such toparties, ~~this~~as ~~Current~~well ~~Report~~as onwith ~~Form~~respect ~~8-K~~to ~~and~~certain isother ~~incorporated~~indemnifiable bymatters ~~reference~~specified ~~into~~in ~~this~~the ~~Item~~Purchase 2Agreement.~~02.~~

~~Item~~The 7closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement.01 ~~Regulation~~Consummation FDof ~~Disclosure~~the Transaction is expected to occur in the second quarter of 2026.

The ~~press~~Purchase ~~release~~Agreement ~~referred~~may tobe interminated ~~Item~~by ~~2.02~~either ~~above~~party ~~also~~under ~~includes~~certain ~~the~~circumstances Company’s 2026 annual earnings guidance. This guidance is based on the Company’s historical operating performance, current trends and other assumptions the Company believes are reasonable at this time as set forth onin ~~pages~~the ~~16,~~Purchase 17Agreement, ~~18,~~including 19if ~~and 20 of~~ the ~~press~~Transaction ~~release. A copy of the press release making this announcement~~ is ~~attached~~not asconsummated ~~Exhibit 99.1 to this Current Report~~ on ~~Form~~or ~~8-K~~before ~~and~~August is1, ~~incorporated by reference into this Item 7~~2026.~~01.~~

The Purchase Agreement provides that, at closing, the parties, and/or their respective affiliates, would enter into certain ancillary agreements, including one or more transition services agreements (the “Transition Services Agreements”) under which CHS and/or its affiliate(s) would provide certain information technology and operational transition services to Purchaser for a period of time following the closing.

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 herein by reference. 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 representations, 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.

Item 8.01 Other Events.

On March 5, 2026, the Company issued a press release announcing the entry of the parties into the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These forward-looking statements are based on the Company’s current beliefs, understandings and expectations. These forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied include: (i) the parties to the Purchase Agreement may be unable to complete the Transaction in a timely manner or at all, because, among other reasons, conditions to the closing of the Transaction set forth in the Purchase Agreement may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the Transaction; (iii) the occurrence of any event, change or other

circumstances that could give rise to the termination of the Purchase Agreement; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations; (v) the outcome of any legal proceedings to the extent initiated against the parties to the Purchase Agreement or otherwise related to the Transaction; (vi) post-closing risks related to the Transition Services Agreements and other ancillary agreements to be entered into at closing as noted above; and (vii) the ability of the Company to execute on its strategy and achieve its goals and other expectations after completion of the Transaction, as well as the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, and the Company’s other filings with the SEC. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Community Health Systems, Inc. Press Release, dated February 18, 2026.
2.1		Purchase Agreement, dated as of March 5, 2026, among CHS/Community Health Systems, Inc. and certain of its subsidiaries, Freeman-Oak Hill Health System d/b/a Freeman Health System*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1		Community Health Systems, Inc. Press Release dated March 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish, on a supplemental basis, a copy of such omitted schedules and exhibits to the SEC 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.
			COMMUNITY HEALTH SYSTEMS, INC.(Registrant)
Date:	February 18, 2026	By:	/s/ Kevin J. Hammons
Date	March 5, 2026	By:	/s/ Kevin J. Hammons
			Kevin J. HammonsDirector and Chief Executive Officer(principal executive officer)
			Kevin J. HammonsChief Executive Officer (principal executive officer)

By: /s/ Jason K. Johnson Jason K. JohnsonExecutive Vice President and Chief Financial Officer(principal financial officer)

By: /s/ Phillip A. Posey Phillip A. PoseySenior Vice President and Chief Accounting Officer(principal accounting officer)

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