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): January 5, 2026
COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-37401 | 46-5212033 | ||
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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| 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067 |
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(Address of Principal Executive Offices) (Zip Code)
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(615) 771-3052
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 | Name of each exchange on which registered | ||
| Common stock, $0.01 par value per share | CHCT | 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.
(e) On January 5, 2026, the Board of Directors (the “Board”) of Community Healthcare Trust Incorporated (the “Company”), at the recommendation of the compensation committee of the Board, approved and adopted the Second Amendment (the “Second Amendment”) to the Fourth Amended and Restated Alignment of Interest Program (the “Alignment of Interest Program”). The Second Amendment reserves an additional 500,000 restricted shares of the Company’s common stock, $0.01 par value per share, in the Program Pool under the Alignment of Interest Program for issuance to the Company’s employees, officers and directors in lieu of such employee’s, officer’s or director’s cash compensation.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to the Fourth Amended and Restated Alignment of Interest Program | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
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 Healthcare Trust Incorporated | ||
| Date: January 9, 2026 | By: | /s/ David H. Dupuy |
| Name: David H. Dupuy | ||
| Title: Chief Executive Officer and President | ||
Exhibit 10.1
COMMUNITY HEALTHCARE TRUST INCORPORATED
FOURTH AMENDED AND RESTATED
ALIGNMENT OF INTEREST PROGRAM
Amendment No. 2 Effective January 5, 2026
This Amendment No. 2 (the “Amendment”) to the Fourth Amended and Restated Alignment of Interest Program (the “Program”) of Community Healthcare Trust Incorporated (the “Company”) shall become effective as of the date first written above (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Program.
WHEREAS, each of the board of directors of the Company (the “Board”) and compensation committee of the Board (the “Compensation Committee”) has adopted the Program to provide incentives and awards to certain officers, employees, and directors of the Company;
WHEREAS, the Compensation Committee may amend the Program in accordance with Section 6 of the Program; and
WHEREAS, the Board and the Compensation Committee have determined that it is in the best interests of the Company and its stockholders to amend the sixth paragraph of Section 4 of the Program to increase the Program Pool by 500,000 shares of Common Stock to 1,500,000 shares of Common Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Program is hereby amended as follows, effective as of the Effective Date.
| 1. | The sixth paragraph of Section 4 of the Program shall be deleted in its entirety and replaced with the following: |
Pursuant to authorizations effective as of November 1, 2016 and May 5, 2022, the Board previously reserved an aggregate of 1,000,000 shares of Common Stock to be issued to Participants upon election to receive Acquisition Shares. Effective as of January 5, 2026, the Board reserved an additional 500,000 shares of Common Stock (for an aggregate of 1,500,000 shares of Common Stock) to be issued to Participants upon election to receive Acquisition Shares. The number of Acquisition Shares granted to a Participant shall be determined as follows: the number of Acquisition Shares shall be determined as of the Determination Date by dividing the total of the Participant’s elected reduced Salary, cash bonus, retainer, fees or other compensation by the average closing price of the common stock for the 10 trading days immediately preceding the Determination Date.
| 2. | The Program, as modified by the terms of this Amendment, shall continue in full force and effect from and after the date of the adoption of this Amendment. |