Form 4: Director Gifts CYH Shares, Receives New RSUs
Insider Transaction Report
Community Health Systems Director Wayne T. Smith reported gifting 19,400 shares of common stock and receiving a grant of 52,023 restricted stock units.
Summary
- Wayne T. Smith, a Director of Community Health Systems Inc. (CYH), reported changes in his beneficial ownership.
- On March 2, 2026, Mr. Smith gifted 19,400 shares of common stock to individuals not sharing his household.
- Following this gift, Mr. Smith directly beneficially owns 5,217,579 shares of common stock.
- He also indirectly beneficially owns 1,606,842 shares through The Modified 2009 WTS Irrev Trust Dated 12/16/22 and 481,721 shares through WAC LLC.
- On March 1, 2026, Mr. Smith was granted 52,023 Restricted Stock Units (RSUs) at a price of $0.
- These RSUs will vest in 1/3 increments on the first, second, and third anniversaries of the grant date.
- The RSUs will be settled in shares of the Issuer's common stock on a one-for-one basis upon cessation as a director or previously specified dates.
- Mr. Smith also holds 339,233 Restricted Stock Units directly.
- He holds various stock options with exercise prices ranging from $4.93 to $10.18, totaling 371,250 options.
- Additionally, he holds 35,609.301 Stock Units (SU) accrued under the Directors' Fees Deferral Plan, which will be settled in common stock.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this filing as moderately positive. While a gift of shares reduces direct ownership, the significant grant of Restricted Stock Units indicates continued commitment and aligns the director's incentives with future company performance.
Positives
- The grant of 52,023 Restricted Stock Units (RSUs) aligns the director's future interests with shareholder value, as these units vest over time and convert to common stock.
- The continued holding of a substantial number of common shares, stock options, and stock units by a director indicates ongoing commitment to the company.
Negatives
- The disposition of 19,400 shares of common stock through a gift reduces the director's direct beneficial ownership.
Future Outlook
The 52,023 Restricted Stock Units granted to Director Wayne T. Smith are scheduled to vest in 1/3 increments on the first, second, and third anniversaries of the March 1, 2026 grant date. These units will be settled in common stock upon Mr. Smith's cessation as a director or on previously specified dates.
Industry Context
StockSavvy.ai notes that insider transaction reports like this Form 4 are routine disclosures required by the SEC. While they provide transparency into director and officer holdings, they typically do not offer broad insights into industry trends or competitive dynamics. The grant of RSUs is a common compensation practice to align executive interests with long-term company performance in the healthcare services sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Administrative Authorization | Wayne T. Smith executed a Power of Attorney on February 10, 2026, appointing Justin D. Pitt, Jason K. Johnson, Christopher G. Cobb, and Carol R. Clifton as attorneys-in-fact. This authorizes them to execute and file SEC Forms 3, 4, 5, and 144 on his behalf. | 02/10/2026 | This is a standard administrative measure to facilitate timely and accurate SEC filings for the director, ensuring compliance with Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933. |
Related Party Transactions
- Wayne T. Smith gifted 19,400 shares of common stock to individuals who do not share his household on March 2, 2026.
- Indirect beneficial ownership is held through The Modified 2009 WTS Irrev Trust Dated 12/16/22 and WAC LLC.
Stakeholder Impact
- Shareholders: The RSU grant aligns the director's long-term interests with shareholder value. The gift of shares is a minor reduction in direct insider ownership.
- Management: The Power of Attorney streamlines the process for SEC compliance filings for the director.
Next Steps
- The 52,023 Restricted Stock Units will vest in 1/3 increments on the first, second, and third anniversaries of the March 1, 2026 grant date.
- Settlement of the Restricted Stock Units and Stock Units will occur upon the Reporting Person's cessation as a director or on previously specified dates.
Key Dates
| Date | Description |
|---|---|
| 03/01/2020 | Date exercisable for 78,750 stock options with an exercise price of $4.99. |
| 03/01/2021 | Date exercisable for 112,500 stock options with an exercise price of $4.93. |
| 03/01/2022 | Date exercisable for 90,000 stock options with an exercise price of $8.81. |
| 03/01/2023 | Date exercisable for 90,000 stock options with an exercise price of $10.18. |
| 02/10/2026 | Date of execution of the Power of Attorney by Wayne T. Smith. |
| 03/01/2026 | Date of grant for 52,023 Restricted Stock Units (RSUs). |
| 03/02/2026 | Transaction date for the gift of 19,400 shares of common stock. |
| 03/03/2026 | Signature date of the Form 4 filing by Christopher G. Cobb, Attorney in Fact for Wayne T. Smith. |
| 02/28/2029 | Expiration date for 78,750 stock options with an exercise price of $4.99. |
| 02/28/2030 | Expiration date for 112,500 stock options with an exercise price of $4.93. |
| 02/28/2031 | Expiration date for 90,000 stock options with an exercise price of $8.81. |
| 02/29/2032 | Expiration date for 90,000 stock options with an exercise price of $10.18. |
Keywords
Community Health Systems, CYH, Wayne T. Smith, Director, Insider Transaction, Form 4, Beneficial Ownership, Restricted Stock Units, Stock Options, Share Gift
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