コミュニティーヘルスシステムズの適時開示・その他

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): July 23, 2025 (July 22, 2025)

    

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Tim L. Hingtgen as Chief Executive Officer and Director of the Company

On July 23, 2025, Community Health Systems, Inc. (the “Company”) issued a press release announcing that Tim L. Hingtgen, the Company’s Chief Executive Officer, will retire as an officer and as a member of the Board of Directors of the Company (the “Board”) effective September 30, 2025. Mr. Hingtgen informed the Board of his retirement on July 22, 2025. Mr. Hingtgen’s retirement as a member of the Board is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. It is anticipated that, upon his retirement, Mr. Hingtgen will enter into a consulting agreement with the Company, pursuant to which he will advise the Company’s management team on issues related to healthcare operations and other Company matters. A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Intent to Appoint Kevin J. Hammons as Interim Chief Executive Officer of the Company

In conjunction with Mr. Hingtgen’s retirement, the Company plans to appoint Kevin J. Hammons, currently President and Chief Financial Officer of the Company, to assume the role of Interim Chief Executive Officer effective October 1, 2025. At such time, it is contemplated that Mr. Hammons will no longer serve as Chief Financial Officer of the Company, and that Jason K. Johnson will be appointed as Interim Chief Financial Officer as noted below.

Mr. Hammons, age 59, has served as the Company’s Chief Financial Officer since January 2020, first as Executive Vice President and Chief Financial Officer and, since February 2021, as President and Chief Financial Officer. He joined the Company in 1997, and, in 2002, he was promoted to Assistant Vice President (later Vice President), Financial Reporting. In 2012, he was promoted to Vice President (later Senior Vice President) and Chief Accounting Officer. In 2017, Mr. Hammons was also named Assistant Chief Financial Officer, and he served as Treasurer from 2018 through 2019. In those roles, he was responsible for overseeing accounting and financial reporting, SEC reporting, budgeting, design and implementation of financial systems and processes, capital market transactions, corporate finance and treasury management functions, and the Company’s divestiture program. Prior to joining the Company, Mr. Hammons served in various positions in the assurance and advisory services practice at Ernst & Young LLP, serving both public and privately-held companies. Mr. Hammons previously served as a member of the Board of Trustees of Malone University in Canton, Ohio.

Mr. Hammons is not a party to any material plan, contract or arrangement with the Company entered into in connection with Mr. Hammons’ upcoming appointment, and Mr. Hammons’ compensation as Interim Chief Executive Officer has not yet been determined.

A copy of the press release related to Mr. Hammons’ appointment as the Company’s Chief Executive Officer is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.

Intent to Appoint Jason K. Johnson as Interim Chief Financial Officer of the Company

In conjunction with Mr. Hammons’ appointment as Interim Chief Executive Officer, the Company plans to appoint Jason K. Johnson, currently Senior Vice President and Chief Accounting Officer of the Company, to assume the role of Interim Chief Financial Officer effective October 1, 2025. It is contemplated that Mr. Johnson will continue to serve as Chief Accounting Officer of the Company following his appointment as Interim Chief Financial Officer as noted above.

Mr. Johnson, age 50, serves as Senior Vice President and Chief Accounting Officer. In this role, he is responsible for the Company’s SEC reporting matters, as well as overseeing various other accounting and financial reporting matters, including accounting policies and procedures, consolidations and accounting for acquisitions and divestitures. Mr. Johnson joined the Company in 2012 as Vice President, Assistant Corporate Controller, and, in 2018, he was promoted to Vice President, Corporate Controller. In 2019, Mr. Johnson was promoted to Vice President (later Senior Vice President) and Chief Accounting Officer. Prior to joining the Company, Mr. Johnson held various positions in the assurance and advisory services practice at Deloitte & Touche LLP. He also previously served as controller of an alternative energy marketing and distribution company. Mr. Johnson holds a master’s degree in accounting from the University of Kentucky. He is a member of the American Institute for Certified Public Accountants and Tennessee Society of Certified Public Accountants.

Mr. Johnson is not a party to any material plan, contract or arrangement with the Company entered into in connection with Mr. Johnson’s upcoming appointment, and Mr. Johnson’s compensation as Interim Chief Financial Officer has not yet been determined.

A copy of the press release related to Mr. Johnson’s appointment as the Company’s Interim Chief Financial Officer is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
99.1		Community Health Systems, Inc. Press Release, dated July 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	July 23, 2025	By:	/s/ Tim L. Hingtgen
			Tim L. Hingtgen Chief Executive Officer (principal executive officer)

EX-99.1 2 cyh-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

TIM HINGTGEN TO RETIRE AS CHIEF EXECUTIVE OFFICER OF COMMUNITY HEALTH SYSTEMS

KEVIN HAMMONS TO BECOME INTERIM CEO AND JASON JOHNSON TO BECOME INTERIM CFO

FRANKLIN, Tenn. (July 23, 2025) – Community Health Systems, Inc. (the “Company”) (”CHS”) (NYSE: CYH) and its Board of Directors announced today that Tim Hingtgen will retire from his position as chief executive officer and as a member of the Board, effective September 30, 2025. It is anticipated that Hingtgen will enter into a consulting agreement in which he will continue to advise the Company’s management team on issues related to healthcare operations and other Company matters.

Kevin Hammons, who currently serves as president and chief financial officer, will assume the role of interim chief executive officer upon Hingtgen’s retirement, and Jason K. Johnson, who currently serves as senior vice president and chief accounting officer, will become interim chief financial officer.

During his nearly 18-year tenure at CHS, Hingtgen has held a variety of key operational leadership roles. He served as president and chief operating officer from September 2016 to December 2020 and became CEO in January 2021.

Commenting about his decision to retire now, Hingtgen said, “It has been a great privilege to serve as the chief executive officer of CHS and incredibly gratifying to lead an organization that is devoted to helping people get well and live healthier. I am so proud of the accomplishments we’ve made and I look forward to watching the CHS team continue to achieve their goals. My decision to retire this year is for personal reasons, including a desire to spend more time with my family and to pursue a few dreams I have for my life. This is the right time for me to do that. CHS is a great organization, and I’m confident that it will continue to advance in every possible way under the capable leadership of Kevin Hammons and the many other people who are leading CHS forward.”

Kevin Hammons has been an integral member of the CHS finance team for more than 28 years. He was appointed chief financial officer in January 2020. Hammons is deeply involved in all of the Company’s strategic, operational, and financial initiatives and a huge advocate for caregivers and patients. In addition to overseeing financial management and reporting responsibilities, treasury, capital market transactions, investor relations, and other duties of the CFO, Hammons is a driving force behind CHS’ portfolio optimization project and he participates in the oversight of corporate teams supporting CHS-affiliated health systems.

Hammons said, “I am honored to assume the role of interim chief executive officer and look forward to contributing even more to the progress well underway at CHS. We remain committed to enhancing patient care and outcomes, serving as good partners for our clinicians and caregivers, continuously improving the Company’s performance, and providing value for all of our stakeholders. Tim has been an exceptional CEO whom we all admire very much. I’m grateful that he will leave us very well positioned for further success upon his retirement.”

Jason K. Johnson joined CHS in 2012 as vice president and assistant corporate controller. In 2018, he was promoted to corporate controller and, in 2019, he was appointed chief accounting officer. Johnson serves as a member of the Company’s executive team.

Hammons added, “I’ve worked with Jason for more than a decade and appreciate his willingness to step into this role on an interim basis. Jason is highly regarded by his peers and possesses financial expertise, deep company knowledge, and a confident approach to his work. He’s exactly the right person to serve as interim CFO.”

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Tim Hingtgen to Retire as Chief Executive Officer of Community Health Systems
Page 2
July 23, 2025

Commenting about the leadership changes, Wayne T. Smith, chairman of the Community Health Systems, Inc. Board of Directors, said, “The Board of Directors is confident that Tim, Kevin, Jason and other Company executives will work closely together to ensure a seamless transition of leadership. Kevin and Jason will excel in their interim roles and in supporting our most important responsibility of providing quality care for patients. I also want to express my personal appreciation for the strong leadership Tim has provided for the Company. He is truly one of the most committed, caring, energetic, and results-oriented executives that I’ve had the privilege to know and to work with. The Board and I wish him great happiness and fulfillment as he pursues his life’s goals.”

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 36 distinct markets across 14 states. The Company’s subsidiaries own or lease 70 affiliated hospitals with more than 10,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

Forward-Looking Statements

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainties. 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, except as otherwise required by law.

Media Contact:

Tomi Galin

Executive Vice President, Corporate Communications, Marketing and Public Affairs

(615) 628-6607

Investor Contacts:

Kevin Hammons

President and Chief Financial Officer

(615) 465-7000

Anton Hie

Vice President – Investor Relations

(615) 465-7012

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