Community Health Systems INC 8-K Filing

FAQ

Key Financial Figures

• $194 million — e paid to the Company was approximately $194 million cash, before certain transaction expens

Filing Documents

• cyh-20251201.htm (8-K) — 64KB
• cyh-ex2_1.htm (EX-2.1) — 965KB
• cyh-ex99_1.htm (EX-99.1) — 593KB
• cyh-ex99_2.htm (EX-99.2) — 20KB
• img259585780_0.jpg (GRAPHIC) — 56KB
• 0001193125-25-305375.txt ( ) — 1969KB
• cyh-20251201.xsd (EX-101.SCH) — 23KB
• cyh-20251201_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 1, 2025, CHS/Community Health Systems, Inc. ("CHS"), a wholly-owned subsidiary of Community Health Systems, Inc. (the "Company"), completed the transactions contemplated by that certain asset purchase agreement dated as of July 22, 2025, as amended (the "Purchase Agreement"), with Laboratory Corporation of America Holdings (the "Purchaser"), the entry into which Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company on July 22, 2025. Pursuant to the Purchase Agreement, at such closing, Purchaser acquired from certain subsidiaries of CHS the select assets and assumed certain leases of CHS's ambulatory outreach business across 13 states, including certain patient service centers and in-office phlebotomy locations (the transactions contemplated by the Purchase Agreement, the "Transaction"). The purchase price paid to the Company was approximately $194 million cash, before certain transaction expenses. The Purchase Agreement is filed as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. 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 representation, 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 sta

01 Other Events

Item 8.01 Other Events. On December 2, 2025, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference: Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2025 and Statement of Loss for the year ended December 31, 2024. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025. Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. (d) Exhibits Exhibit Number Description 2.1 Purchase Agreement dated as of July 22, 2025, as amended* 99.1 Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements 99.2 Press Release of Community Health Systems, Inc. dated December 2, 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 supplementally a copy of such omitted schedules and exhibits to the Securities and Exchange Commission 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: December 2, 2025 By: /s/ Kevin J. Hammons Kevin J. Hammons President and Interim Chief Executive Officer (principal executive officer)

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