Community Health Systems Files 8-K

TL;DR

CHS filed an 8-K on Oct 30, 2025, reporting a material definitive agreement.

AI Summary

On October 30, 2025, Community Health Systems, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Franklin, Tennessee.

Why It Matters

This 8-K filing indicates a significant event or agreement for Community Health Systems, Inc., which could impact its operations or financial standing.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement, which is routine for public companies and doesn't inherently signal high risk.

Key Numbers

• 001-15925 — SEC File Number (Identifies the company's filing with the SEC.)
• 13-3893191 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Community Health Systems, Inc. (company) — Registrant
• October 30, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Franklin, Tennessee (location) — Principal Executive Offices
• 4000 Meridian Boulevard (address) — Business Address

FAQ

Key Financial Figures

• $600 m — ty at the closing of the Transaction is $600 million, subject to adjustment based on t

Filing Documents

• cyh-20251030.htm (8-K) — 56KB
• cyh-ex2_1.htm (EX-2.1) — 790KB
• cyh-ex99_1.htm (EX-99.1) — 12KB
• img258662259_0.jpg (GRAPHIC) — 56KB
• 0001193125-25-258896.txt ( ) — 1152KB
• cyh-20251030.xsd (EX-101.SCH) — 23KB
• cyh-20251030_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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"). Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, Purchaser has agreed to acquire the CHS Selling Entity's 80% ownership interest in each of the Joint Ventures, which respectively own and operate Tennova Healthcare - Clarksville and certain ancillary businesses in Clarksville, Tennessee (the transactions contemplated by the Purchase Agreement, the "Transaction"). The total purchase price payable by Purchaser to the CHS Selling Entity at the closing of the Transaction is $600 million, subject to adjustment based on the closing net working capital and the closing balance of amounts due to the Joint Ventures from CHS. Purchaser currently holds a minority ownership interest in each of the Joint Ventures and will purchase the remaining ownership interests in these Joint Ventures through the Transaction. The Purchase Agreement contains various representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification by the parties with respect to breaches of representations, warranties and covenants by such parties, as well as with respect to certain other indemnifiable matters specified in the Purchase Agreement. The closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement. Consummation of the Transaction is ex

01 Other Events

Item 8.01 Other Events. On October 30, 2025, 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

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 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, 2024, filed with the Securities and Exchange Commission (the "SE

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Purchase Agreement, dated as of October 30, 2025, among CHS/Community Health Systems, Inc. and certain of its subsidiaries, Vanderbilt University Medical Center and certain of its subsidiaries, Clarksville Health Systems, G.P. and Clarksville Physician Services, G.P.* 99.1 Community Health Systems, Inc. Press Release dated October 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * 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

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. (Registrant) Date October 30, 2025 By: /s/ Kevin J. Hammons Kevin J. Hammons President and Interim Chief Executive Officer (principal executive officer)

View Full Filing

View this 8-K filing on SEC EDGAR