CYH Community Health Systems Inc

j

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

COMMUNITY HEALTH SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COMMUNITY HEALTH SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 13, 2025

8:00 a.m. (Central Daylight Time)

Hilton Franklin Cool Springs, 601 Corporate Centre Drive, Franklin, TN 37067

The Annual Meeting of Stockholders of Community Health Systems, Inc. (the “Annual Meeting”) will be held on Tuesday, May 13, 2025 at 8:00 a.m. (Central Daylight Time) at the Hilton Franklin Cool Springs, 601 Corporate Centre Drive, Franklin, TN 37067.

The Annual Meeting will be held for the purpose of considering and acting upon the following matters:

The close of business on March 17, 2025, has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

YOU ARE REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, TO VOTE VIA THE INTERNET OR BY TELEPHONE, OR COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE (IF APPLICABLE). IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED. IF YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU MAY VOTE YOUR SHARES BY THE METHODS SPECIFIED ON THE VOTING INSTRUCTION FORM THAT THEY PROVIDE. WE ENCOURAGE YOU TO VOTE YOUR SHARES AS SOON AS POSSIBLE.

ANNUAL MEETING OF STOCKHOLDERS OF

COMMUNITY HEALTH SYSTEMS, INC.

PROXY STATEMENT

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Proxy Statement 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. All statements in this Proxy Statement other than statements of historical fact, including statements regarding projections, expected operating results, and other events that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks,” and similar expressions, are forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond the control of the Company. Accordingly, the Company cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. A number of factors could affect the future results of the Company or the healthcare industry generally and could cause the Company’s expected results to differ materially from those expressed in this Proxy Statement. These factors including, without limitation, the risks and uncertainties disclosed in our public filings with the Securities and Exchange Commission (the “SEC”), including in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

SUMMARY

This summary highlights information about Community Health Systems, Inc. (the “Company”, “we”, “our”, or “us”) and certain information contained elsewhere in this Proxy Statement. Our stockholders will be asked to consider and vote on the matters listed below at our 2025 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In addition, for more complete information about the Company’s business and details about the Company’s 2024 performance highlights and the financial measures mentioned in this Proxy Statement, please review the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2025.

2024 FINANCIAL PERFORMANCE HIGHLIGHTS

Overall, the operating environment for the Company improved during 2024, yet remained challenging. During 2024, our patient volumes continued to increase, we made further progress in stabilizing our workforce in the face of challenging labor market conditions, and certain ongoing inflationary pressures continued to moderate. At the same time, other industry-wide challenges continued to impact the Company’s operations, such as the shift of Medicare-age patients in the Company’s communities from traditional fee-for-service to Medicare Advantage plans, which results in lower reimbursement for care, the increasing frequency of third-party payors downgrading status, denying claims, and delaying payment for services rendered, higher medical specialist fees, and adverse trends in the resolution of professional liability claims. Despite these challenges, the Company continued to make progress on many of its key strategic priorities.

During 2024, net operating revenues of $12.6 billion represented a 1.2% increase compared to the prior year. Patient volumes increased as demand continued to improve in our markets and we saw benefits from previous investments to achieve growth, increase capacity, and expand the scale of offerings in our healthcare systems. In addition, over the course of the year, the Company made progress in relation to managing labor expense, with effective recruitment efforts helping to further reduce utilization of contract labor. Additionally, ongoing execution of the Company’s margin improvement program positively impacted non-labor expenses during 2024.

In 2024, the Company continued to pursue opportunities to lower overall debt and leverage and further improve our capital structure. In June 2024, the Company refinanced a portion of its senior secured debt through a private offering of an additional $1.225 billion aggregate principal value of its outstanding 10⅞% Senior Secured Notes due 2032 and the associated redemption of $1.116 billion aggregate principal value of 8% Senior Secured Notes due 2026, extending the maturity of the refinanced debt. The Company also extinguished approximately $130 million principal value of 6⅞% Senior Notes due 2028 at a discount in a privately-negotiated transaction. Also in June 2024, the Company’s asset-based loan (ABL) credit agreement was amended and restated to, among other things, extend the maturity to June 5, 2029. Additionally, during 2024, the Company extinguished approximately $143 million principal value of its outstanding 5⅝% Senior Secured Notes due 2027 at a discount through open market repurchases utilizing cash on hand.

The Company has implemented a number of strategic initiatives designed to improve our market position, expand services to our patients, and capture a greater share of healthcare spending in our markets. These initiatives included strengthening regional networks and local market operations; expanding patient access

points, health services and infrastructure; recruiting and/or employing additional primary care physicians and specialists; and developing a more consumer-centric experience and facilitating connections between episodes of care. During 2024, we saw progress in each of these areas. For example, in our efforts to strengthen our regional networks and expand infrastructure, we added new access points, including through the acquisition of ten urgent care clinics in Tucson, Arizona, the opening of two new freestanding emergency rooms, and the opening of two major campus expansion projects featuring new inpatient bed towers, emergency department and surgical services capacity in our Knoxville, Tennessee and Foley, Alabama markets.

Our consolidated results during 2024 and 2023 are reflected in the chart below.

(1) Earnings (loss) per diluted share, as adjusted, is a non-GAAP financial measure which reflects our reported earnings (loss) attributable to Community Health Systems, Inc. stockholders per diluted share for the periods presented adjusted for certain items as reflected on Annex A. Adjusted EBITDA is EBITDA (which is a non-GAAP financial measure that consists of net (loss) income attributable to Community Health Systems, Inc. stockholders before interest, income taxes and depreciation and amortization) adjusted for certain items as reflected on Annex A. For definitions and reconciliations of Adjusted EBITDA and (Loss) Earnings per diluted share, as adjusted, to the most comparable GAAP measures, and why we believe these non-GAAP financial measures present useful information to investors, see Annex A.

BOARD OF DIRECTORS NOMINEES

Upon the recommendation of our Governance and Nominating Committee, our Board of Directors has nominated fourteen (14) people for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. A more detailed biography of each director can be found on pages 25 to 33 of the Proxy Statement.

BOARD OF DIRECTORS NOMINEES’ CORE SKILLS AND EXPERIENCE

The following table highlights certain core skills and experiences of our director nominees in addition to those described in the biographies outlined above and beginning on page 25 of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS

STOCKHOLDER ENGAGEMENT

We value our stockholders’ perspective on our business and each year we interact with stockholders through a variety of stockholder engagement activities. In 2024, our key stockholder engagement activities included in-person or virtual attendance at seven investor conferences, three large group investor and prospective investor meetings at our corporate offices, and our 2024 Annual Meeting of Stockholders, among other activities. Our Investor Relations department is the contact point for stockholder interaction with the Company. Stockholders may also access investor information about the Company through our website (www.chs.net/investor-relations/). Please note that the information on our website (whether referenced here or elsewhere in this Proxy Statement) is not incorporated by reference into this Proxy Statement. For questions concerning Investor Relations, you may call (615) 465-7000 or email us from the Contact Us section on our website (www.chs.net/contact-us/).

ALIGNING PAY AND PERFORMANCE

2024 Executive Compensation

At our 2024 Annual Meeting of Stockholders, approximately 97% of the votes cast by our stockholders, excluding broker non-votes, were voted in favor of the Company’s advisory Say-on-Pay proposal with respect to the compensation of our named executive officers as described in our 2024 Proxy Statement. As our Compensation Committee has continued to review our compensation practices, it is mindful of the level of support received from our stockholders with respect to this Say-on-Pay proposal.

As a leading operator of general acute care hospitals and outpatient facilities within the healthcare industry, one of the nation’s largest and most dynamic industries, the Company must ensure that it attracts and retains the leadership and managerial talent needed to sustain its position in this rapidly changing industry. To remain competitive in the Company’s financial, capital and business markets, the Company views improving earnings and profitability as well as achieving growth as paramount objectives of the Company’s strategy. We believe these strategic objectives are fundamental points of alignment between stockholder value and the compensation of executive management.

Despite ongoing challenges in the operating environment in 2024, the Company had a higher level of achievement in 2024 compared to 2023 with respect to the performance metrics in our short-term cash incentive program, and continued to make progress on many of its key strategic goals, which we believe will result in a stronger organization as we progress into 2025 and beyond. This progress included increasing volumes across key services, continuing to expand access points, successfully managing non-labor expenses despite certain ongoing inflationary pressures, producing strong provider recruitment results, continuing to opportunistically insource previously outsourced medical specialists, achieving further reductions in contract labor expenses, expanding and implementing additional programs to support and monitor patient safety and quality of care, and continuing to advance the Company’s workforce diversity and competency objectives. To further improve operating efficiency, the Company continued the execution of its margin improvement program, which contributed to additional cost savings during the year. During 2024, the Company also substantially completed implementation of its new enterprise resource planning (ERP) system and expansion of shared business operations to redesign and consolidate key business functions. Consistent with the Company’s pay-for-performance philosophy, taking these factors into account, our Chief Executive Officer received 108% of his target cash incentive award for 2024 (as compared to 72% of his target cash incentive award during 2023).

Our long-term incentive (“LTI”) mix further aligns our executive compensation program with stockholder interests by virtue of the fact that 75% of the target LTI awards (based on the number of shares subject to such awards) granted to each of our named executive officers during 2024 was in the form of performance-based restricted stock or non-qualified stock options, which will result in value to the named executive officers only to the extent the Company achieves its long-term performance goals and/or our stock price increases in the future.

With respect to the performance-based restricted stock awards granted to our named executive officers in March 2022, which vested on the third anniversary of the grant date based on the Company’s three-year cumulative financial results during the 2022-2024 performance period, the Company achieved less than 80% of the target for the Cumulative Consolidated Adjusted EBITDA Growth three-year performance objective (i.e., below threshold) and 84.5% of the target for the Cumulative Same-Store Net Revenue Growth three-year performance objective underlying these awards, which targets were set in February 2022. In addition, the Company’s three-year TSR Percentile Rank (which was an additional performance objective for the Chief Executive Officer and Chief Financial Officer) was below the 25th percentile of the Company’s TSR peer group. As a result, the performance-based restricted stock awards granted to our

Chief Executive Officer and Chief Financial Officer in March 2022 were earned at 16.8% of the target number of shares originally granted, and the performance based restricted stock awards to the other named executive officers were earned at 21% of the target number of shares originally granted.

We conduct year-round proactive stockholder interaction and are committed to a continuing dialogue between stockholders and the Company to fully understand and consider stockholder perspectives on executive compensation and other topics that are important to our stockholders. In addition to our SEC filings, press releases, Community Impact Report, Sustainability Report, and company website, we also communicate with stakeholders through earnings calls, investor conferences and other meetings. In addition, during 2024, we met or consulted with stockholders that held over 50% of our shares outstanding at that time to discuss topics that are important to our stockholders, including soliciting feedback on corporate governance matters and our executive compensation program. Our Compensation Committee considers the feedback and suggestions we receive in light of both market best practices and what we believe to be necessary to execute a best-in-class compensation program that successfully addresses our senior executive talent attraction and retention needs.

Going forward, we will continue to evaluate our executive compensation program in light of stockholder feedback, governance best practices, regulatory requirements, economic and industry factors, current trends in public company pay practices, and competitive considerations. We intend to continue to make changes, as applicable, that both ensure the alignment between the interests of our stockholders and our executives and reflect industry-leading executive compensation programs.

2024 COMPENSATION PROGRAM

The Company’s executive compensation philosophy is to develop and utilize a combination of compensation elements that reward current period performance, continued service, and attainment of future goals, and is designed to encourage the retention of executive talent. The key elements of executive compensation are linked either directly or indirectly to enhancing stockholder value. Attainment of annual cash incentive compensation and performance-based restricted stock requires achievement of challenging goals and incentive compensation for above-target performance is capped. The Company continues to develop its compensation policies, programs, and disclosures to provide transparency and accountability to all of its stakeholders.

Our Compensation Target Pay Mix

We believe that at risk compensation focuses our management on achieving our key financial, strategic and business goals. For fiscal 2024, approximately 80% of the Chief Executive Officer’s target direct compensation value and approximately 64% of our other named executive officers’ average target direct compensation value was at risk in the form of short-term cash incentive awards and long-term incentives. Actual amounts realized for these programs are dependent upon our annual or longer-term performance and, in the case of such stock awards, subject to fluctuations in our stock price. The following graph depicts the “target pay mix” for our named executive officers in 2024, reflecting the base salary, target short-term cash incentive opportunity and grant date fair value of our annual equity grants made in 2024.

ROADMAP OF VOTING ITEMS

ANNUAL MEETING OF STOCKHOLDERS

OF

COMMUNITY HEALTH SYSTEMS, INC.

4000 Meridian Boulevard

Franklin, Tennessee 37067

PROXY STATEMENT

April 3, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 13, 2025: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE 2025 ANNUAL Report TO STOCKHOLDERS ARE AVAILABLE AT WWW.CHS.NET. ADDITIONALLY, AND IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION (“SEC”) RULES, YOU MAY ACCESS OUR PROXY MATERIALS AT WWW.PROXYVOTE.COM.

INTRODUCTION

Solicitation

This Proxy Statement and the form of proxy card of Community Health Systems, Inc. (the “Company”) are being mailed or made available to stockholders beginning on or about April 3, 2025. The Board of Directors of the Company (the “Board” or the “Board of Directors”) is soliciting your proxy to vote your shares at the Company’s 2025 Annual Meeting of Stockholders (the “Meeting”). The Board is soliciting your proxy to give all stockholders the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

For simplicity of presentation throughout this Proxy Statement, we refer to employees of our indirect subsidiaries as “employees of the Company,” “our employees” or similar language. Notwithstanding this presentation style, the Company itself does not have any employees. Similarly, the hospitals, operations and businesses described in this Proxy Statement are owned and operated and management services provided by distinct and indirect subsidiaries of the Company.

When and where will the Meeting be held?

The Meeting will be held on Tuesday, May 13, 2025 at 8:00 a.m. (Central Daylight Time) at the Hilton Franklin Cool Springs, 601 Corporate Centre Drive, Franklin, Tennessee 37067. We encourage you to vote your shares prior to the Meeting.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to SEC rules and in order to help reduce the environmental impact as well as the cost to the Company associated with the printing and mailing of proxy materials, the Company has elected to provide access to our proxy materials via the internet. Accordingly, we are sending to many of our stockholders a Notice of Internet Availability of Proxy Materials (a “Notice”) instead of sending a paper copy of the proxy materials. All stockholders receiving a Notice will have the ability to access the proxy materials on a website referenced in the Notice or to request a printed set of proxy materials. Instructions on how to access the proxy materials via the internet or to request printed copies may be found in the Notice and in this Proxy Statement.

What is a proxy?

A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By completing and returning the enclosed proxy card (if applicable) or by indicating your vote via one of the other voting methods described below under “How do I vote my shares?”, you are giving the Chief Executive Officer and the President and Chief Legal and Administrative Officer and Assistant Secretary of the Company the authority to vote your shares in the manner you indicate.

Why did I receive more than one proxy card or Notice?

You may receive multiple proxy cards and/or Notices if you hold your shares in different ways (e.g., joint tenancy, trusts, and custodial accounts) or in multiple accounts. You should follow the instructions set forth below under “How do I vote my shares?” for each proxy card and/or Notice you receive. If your shares are held by one or more brokers, banks, trustees or other nominees (i.e., in “street name” as explained further below), you will receive separate voting instructions regarding how you may vote such shares from each broker, bank, trustee or other nominee holding shares on your behalf for each account in which you own shares. You should follow the voting instructions received from each broker, bank, trustee or other nominee to separately indicate your vote for the shares held in each such account.

How can I elect to receive proxy materials electronically in future years?

We encourage stockholders to take advantage of the availability of the proxy materials on the internet in order to reduce the environmental impact of our annual meetings as well as the cost to the Company associated with the printing and mailing of proxy materials. If you received a paper copy of these proxy materials and wish to instead access the proxy materials electronically in the future, the proxy card (or voting instructions) provided with the proxy materials contains instructions on how you may elect to stop receiving a paper copy of proxy materials and access the proxy materials electronically in the future. If you received more than one paper copy of the proxy materials, please follow these instructions on each proxy card (or voting instructions) you received.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Notice or proxy materials addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our Notice or proxy materials by delivering a single Notice or proxy materials and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, or us, that they, or we, will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy statement and annual report, or if you are receiving multiple copies of the Notice or proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to our Corporate Secretary at Community Health Systems, Inc., 4000 Meridian Boulevard, Franklin, TN 37067, or by calling our Corporate Secretary at (615) 465-7000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Voting Information

Who is qualified to vote?

You are qualified to receive notice of and to vote on the matters described in this Proxy Statement if you owned shares of common stock of the Company (“Common Stock”) at the close of business on our record date of Monday, March 17, 2025.

How many shares of Common Stock may vote at the Meeting?

As of March 17, 2025, there were 140,302,924 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with Equiniti Trust Company, LLC, the Company’s transfer agent, you are a “stockholder of record.” If your shares are held in the name of a broker, bank, trust or other nominee as a custodian, you are a “street name” holder.

How do I vote my shares?

If you are a “stockholder of record” who received printed copies of the proxy materials, you can vote your proxy by indicating your vote on, signing and mailing in the enclosed proxy card or you can vote by using one of the alternatives below prior to the Meeting:

To vote by telephone: 1-800-690-6903

To vote by internet: www.proxyvote.com

Please refer to the specific instructions set forth on the enclosed proxy card. In addition, please have the 16-digit control number, located on the proxy card, available when voting your shares. If you choose to vote your shares by telephone or through the internet, as noted above, it is not necessary for you to mail back your proxy card.

If you received one or more Notices instead of printed copies of the proxy materials, you should follow the voting instructions set forth in each Notice.

If you hold your shares in “street name,” your broker, bank, trustee or other nominee will provide you with materials and instructions for voting your shares, which allow you to vote your shares prior to the Meeting by using the internet or a toll-free telephone number. If you hold shares through more than one broker, bank, trustee or other nominee or in multiple accounts, you should receive separate materials and voting instructions from each. You will need to separately follow the instructions received from each broker, bank, trustee or other nominee through which you hold shares for each such account in order to ensure that all of your shares are voted.

In addition to the voting methods set forth above, “stockholders of record” and holders of shares in “street name” may vote at the Meeting as set forth below under “Can I vote my shares at the Meeting?”

Can I vote my shares at the Meeting?

If you are a “stockholder of record,” you may vote your shares in person at the Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or other nominee, giving you the right to vote the shares at the Meeting. In order to be admitted to the Meeting, you must present a valid government-issued photo identification and proof of ownership of the Company’s stock as of the record date. This can be a brokerage statement or letter from a bank indicating ownership as of the record date, a proxy card or a legal proxy provided by your broker, bank, trustee or other nominee. If you

hold your shares in “street name,” please consult with your broker, bank, trustee or other nominee, as necessary, in advance of the Meeting date to ensure that you have what you need to be admitted to the Meeting.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

How would my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you sign and return your proxy card without indicating how you want your shares to be voted, your shares will be voted in accordance with the Board’s recommendations for the proposals listed above and in the discretion of the named proxies regarding any other matters properly presented for a vote at the Meeting.

If you are a beneficial owner of shares held in “street name” and do not provide each broker, bank, trustee or other nominee that holds your shares with specific voting instructions as set forth above under “How do I vote my shares?”, under the rules of the New York Stock Exchange (“NYSE”), the broker, bank, trustee or other nominee that holds your shares may generally vote on “routine” matters without instructions from you. We expect the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 5) to be the only proposal that is considered a “routine” matter. Accordingly, if your shares are held through a broker, bank, trust or other nominee, that person will have discretion to vote your shares on only that matter if you fail to provide instructions.

Conversely, under NYSE rules, your broker, bank, trustee or other nominee is not entitled to vote your shares on any “non-routine” matters if it does not receive instructions from you on how to vote. The election of directors (Proposal 1), the approval, on an advisory basis, of named executive officer compensation (Proposal 2), the proposal to approve the amendment and restatement of the 2009 Plan (Proposal 3), and the proposal to amend the Company’s Restated Certificate of Incorporation to permit the exculpation of officers of the Company (Proposal 4) will be considered “non-routine” matters. Thus, if you do not give your broker, bank, trustee or other nominee specific instructions on how to vote your shares with respect to those proposals, your broker, bank, trustee or other nominee will not have the authority to vote on those matters with respect to your shares. This is generally referred to as a “broker non-vote.” A broker non-vote may also occur if your broker, bank, trustee or other nominee fails to vote your shares for any reason. Therefore, if you hold your shares through a broker, bank, trustee or other nominee, please instruct that person regarding how to vote your shares on at least Proposals 1, 2 3, and 4.

How many votes must be present to hold the Meeting?

The presence, in person or represented by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding on the record date for the Meeting will constitute a quorum for the transaction of business at the Meeting.

How are abstentions and broker non-votes treated?

Abstentions are deemed to be “present” at the Meeting and are counted for quorum purposes. In addition, for Proposal 1 (election of directors), if you abstain with respect to any nominee, the abstention will not have any effect on the outcome of the vote with respect to such nominee. With respect to Proposals 2, 3, 4 and 5, if you abstain with respect to any such proposal, such abstention will have the same effect as a vote against the matter. For all non-routine matters (i.e., all proposals other than Proposal 5 (ratification of independent registered public accounting firm) other than Proposal 4 (amendment of the Company’s Restated Certificate of Incorporation to permit exculpation of officers), broker non-votes, while counted for general quorum purposes, will have no effect on the voting results for such non-routine matter in respect of which there may be broker non-votes. For Proposal 4 (amendment of the Company’s Restated Certificate of Incorporation to permit exculpation of officers), a broker non-vote will have the same effect as a vote against the matter.

Can I change my vote?

If you are a stockholder of record, you may revoke your proxy by doing one of the following:

* By sending a written notice of revocation to the Corporate Secretary of the Company that must be received prior to the Meeting, stating that you revoke your proxy;

* By signing a later-dated proxy card and submitting it so that it is received prior to the Meeting in accordance with the instructions included in the proxy card;

* By submitting another vote by telephone or via the internet prior to the Meeting; or

* By attending the Meeting and voting your shares in person at the Meeting before your proxy is exercised at the Meeting.

If you hold your shares in “street name,” your broker, bank, trustee or other nominee will provide you with instructions on how to revoke your proxy.

What vote is required to approve each proposal?

With respect to Proposal 1, you may vote FOR, AGAINST or ABSTAIN with respect to each nominee. If you ABSTAIN from voting on Proposal 1 with respect to any nominee, the abstention will not have any effect on the outcome of the vote with respect to such nominee.

With respect to Proposals 2, 3, 4 and 5, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of Proposals 2, 3, 4 or 5, the abstention will have the same effect as a vote AGAINST the proposal.

Who will count the votes?

Representatives from Broadridge Financial Solutions, Inc. will count the votes and serve as our Inspectors of Election. The Inspectors of Election will be present at the Meeting.

Who pays the cost of proxy solicitation?

The Company pays the costs of soliciting proxies. The Company has engaged Georgeson Inc. to aid in the solicitation of proxies for a fee of approximately $19,000, plus reimbursement of reasonable expenses. Upon request, the Company will reimburse brokers, banks, trustees or their other nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s Common Stock. In addition, certain of our directors and officers, as well as employees may aid in the solicitation of proxies. These individuals will not receive additional compensation for this task.

Is this Proxy Statement the only way that proxies are being solicited?

No. As stated above, in addition to mailing or providing notice of the availability of these proxy materials, our proxy solicitor, Georgeson Inc., and certain of our directors and officers, as well as employees, may solicit proxies by telephone, e-mail or personal contact. These directors, officers and employees will not be specifically compensated for doing so.

If you have any further questions about voting your shares or attending the Meeting, please call our Corporate Secretary at (615) 465-7000.

GENERAL INFORMATION

How may I contact the Chairman of the Board of Directors, the Lead Director or other non-management members of the Board of Directors?

The Chairman of the Board of Directors, or Board Chair, is Wayne T. Smith, and the independent Lead Director is John C. Clerico. They and any of the other non-management directors (including the chair of any of the standing committees of our Board) may be contacted by any stockholder or other interested party in the following manner:

c/o Community Health Systems

4000 Meridian Boulevard

Franklin, TN 37067

Attention: Corporate Secretary

(615) 465-7000

Investor_Communications@chs.net

Stockholders or other interested parties may also communicate with our directors or our corporate compliance officer by accessing the Confidential Disclosure Program established under our Code of Conduct:

Corporate Compliance and Privacy Officer

Community Health Systems

4000 Meridian Boulevard

Franklin, TN 37067

(800) 495-9510

https://www.mycompliancereport.com/ (use code “CYH”)

Generally, all materials that are appropriate director communications will be forwarded to the intended recipient; however, management may simultaneously conduct an investigation of any operational, compliance, or legal matter in accordance with its established policies and procedures. Management reserves the right not to forward any material that is harassing, unduly offensive or otherwise not credible, or that solicits business on behalf of the sender.

How is the Board of Directors organized and how is the independence of the Board of Directors determined?

The role of our Board is governed by the Company’s Amended and Restated By-laws (the “By-laws”), and is further described in our Governance Guidelines (the “Governance Guidelines”). Currently, our Board has fourteen (14) members.

A majority of our directors must be “independent” under NYSE rules. In addition, our Governance Guidelines include independence standards established by our Board to assist it in determining independence in accordance with such rules. To determine whether our incumbent directors and any new director nominees are independent, the Board evaluates any relationships of our directors and director nominees with the Company and the members of the Company’s management, against the independence standards set forth in our Governance Guidelines and the applicable rules of the NYSE and SEC. In making its independence determinations, the Board broadly considers all relevant facts and circumstances, including the responses of our directors and director nominees to a questionnaire completed by each of them on an annual basis, which solicits information about their relationships and other facts and circumstances that may be relevant to such independence determination. The Board also considers any relationships between the Company and other organizations on which our directors or

director nominees serve as directors or with respect to which such directors or director nominees are otherwise affiliated. With the exception of Mr. Smith, our former Chief Executive Officer who served as an executive of the Company until January 1, 2023, the Board determined that each of our incumbent non-management directors satisfied all of the independence standards set forth in our Governance Guidelines and the applicable rules of the NYSE and the SEC (including the specific standards applicable to members of our Audit and Compliance Committee and Compensation Committee) and did not otherwise have a material relationship with the Company (either directly or as an officer, employee, shareholder or partner of an organization that has a relationship with the Company). After such evaluations, our Board has affirmatively determined that each of the following non-management directors are independent under our Governance Guidelines and the applicable rules of the NYSE and the SEC:

Susan W. Brooks

Ronald L. Burgess, Jr.

John A. Clerico

Michael Dinkins

James S. Ely III

John A. Fry

Joseph A. Hastings, D.M.D.

Elizabeth T. Hirsch

William Norris Jennings, M.D.

K. Ranga Krishnan, MBBS

Fawn D. Lopez

H. James Williams, Ph.D.

In addition to Mr. Smith, Mr. Hingtgen, who is our Chief Executive Officer and employed by a subsidiary of the Company, is not independent.

Do the non-management members and independent members of the Board of Directors meet in separate sessions?

The non-management members of our Board meet frequently in executive sessions, typically at the end of each regularly scheduled Board meeting, and otherwise as needed. During 2024, the non-management members of our Board met in executive session ten (10) times, either in conjunction with a Board meeting or a committee meeting at which the other non-management directors were present. The Board Chair generally presides over those sessions. In the absence of the Board Chair or when leadership by the Board Chair is not deemed advisable, the Lead Director may preside at such meetings. If an executive session is held in conjunction with a committee meeting at which the other non-management directors are present, the chair of the applicable committee may preside at such meeting. In addition, at least annually, the independent directors meet in executive session presided over by the Lead Director. All directors are encouraged to offer feedback throughout the year, during these sessions or at any other time, regarding topics to be included as agenda items for upcoming Board or committee meetings.

What is the leadership structure of the Board of Directors?

The Board is currently led by Mr. Smith as Chairman of the Board. The Board has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best served by having the positions of Board Chair and Chief Executive Officer filled by different individuals. This allows the Chief Executive Officer to focus on the Company’s day-to-day operations, while allowing the Board Chair to lead the Board in providing advice and oversight to management. The Board believes that Mr. Smith’s broad and lengthy leadership experience in the healthcare industry, including 24 years of prior service as the Chief Executive Officer of the Company, uniquely qualify him for

the role of Board Chair. In addition, the Board believes that certain other practices and policies (including the role of our independent Lead Director) assure that the independent members of the Board (who comprise a super-majority of the Board) provide appropriate oversight, consultation, and involvement. The Governance and Nominating Committee is responsible for reviewing the Board’s leadership structure, including to assess whether to separate or combine the roles of Board Chair and Chief Executive Officer, based on the Company’s particular facts and circumstances at the time. Under the terms of a final order of settlement in the derivative actions In re Community Health Systems, Inc. Shareholder Derivative Litigation entered into by the Company in January 2024, the Company is obligated to maintain separate roles of Board Chair and Chief Executive Officer for a period of five (5) years from the date of such settlement.

The Board is responsible for broad corporate policy and overseeing the overall performance of the Company. Members of the Board are kept informed of the Company’s business by various documents sent to them before each meeting and presentations made to them during these meetings by the Company’s Chief Executive Officer and other corporate executives. All directors are advised of actions taken by the various committees of the Board and are invited to, and frequently do, attend meetings of Board committees on which they do not serve. Directors have access to the Company’s books, records and reports, and members of management are available at all times to answer their questions.

The Governance and Nominating Committee, which consists entirely of independent directors, regularly considers the Board leadership structure, as well as other governance practices, and also conducts an annual evaluation of the effectiveness of the Board and its standing committees. The Governance and Nominating Committee has determined that the present leadership structure is effective and appropriate.

As discussed above under “Do the non-management members and independent members of the Board of Directors meet in separate sessions?”, the non-management members of the Board meet in executive sessions that are generally presided over by the Board Chair. The Board Chair serves as the principal liaison between the non-management directors and members of management. In addition, as noted above, at least annually, the independent directors meet in an executive session presided over by the Lead Director. The Lead Director and the committee chairs also have the authority to call meetings of the independent directors and prepare agendas for such meetings. The Lead Director may serve as a liaison between the independent directors and management, as needed. The Lead Director may also advise on the quality, sufficiency and currency of the materials sent to the Board in connection with its meetings and offer input on regular meeting agendas. As requested, the Lead Director is available for consultation and direct communication with major stakeholders.

Board independence is further achieved through the completely independent composition of the three standing committees of the Board: Audit and Compliance, Compensation, and Governance and Nominating, each of which is supported by an appropriate charter and holds executive sessions without management present. Each of the Board’s independent directors serves on one or more of these committees and, as noted above, is invited to, and frequently does, attend meetings and executive sessions of Board committees on which he or she does not serve. Thus, there is ample opportunity to meet and confer without any member of management present.

The Board has concluded that the structure and practices of the independent members of the Board assure effective independent oversight as well as effective independent leadership, while maintaining practical efficiency.

What are the Company’s environmental, social and governance initiatives and where can I find additional information regarding these initiatives?

In addition to our good corporate governance practices highlighted above in the Corporate Governance Highlights section, we have implemented, various environmental, social and governance (“ESG”) initiatives, including in the following areas:

Environment/Sustainability. We are committed to providing high-quality care in the communities we serve while identifying and implementing processes that improve energy efficiency, reduce consumption and waste, minimize environmental impact and improve community well-being. We continue to be focused on the reduction of our carbon footprint, water and energy usage and material waste, and our initiatives in this area can often be cost-effective as well as important for environmental sustainability. Our key environmental initiatives include the following:

Patient Safety and High Quality of Care. We maintain an emphasis on safety and patient outcomes and we are continuously focused on ways to improve patient, physician and employee satisfaction. To improve outcomes, healthcare personnel at our facilities use evidence-based medicine and clinical care paths in the treatment of our patients. We also leverage technology to identify and mitigate risk in real time, as care is being provided, by using artificial intelligence and tele-care capabilities. Examples include use of machine learning capabilities in maternal/fetal monitoring as well as early identification of patients at risk for readmission. We believe that a focus on continuous improvement yields the best results for patients, reduces risk and liability, and creates value for the people and communities we serve. Moreover, over the past decade, we have instituted numerous programs to improve safety in care environments. As a result of our patient safety efforts, our Serious Safety Event Rate has declined 90% compared to our 2013 baseline standard.

We also have expanded our network of outpatient services to create greater access and more convenience for our patients. We have also deployed innovative programs to deliver better outcomes including remote monitoring for patients with certain chronic conditions.

For additional information regarding our focus on patient safety and quality of care, see the discussion under “Our Business Strategy — Continuously improve patient safety and quality of care” in Part I, Item 1 (Business) of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025 (the "2024 Form 10-K").

Workforce Diversity and Competency. We are committed to workforce diversity and competency, including recruiting and retaining a diverse population of employees with respect to their experiences, education, socioeconomic status, race, color, ethnicity, religion, national origin, disability, culture, sexual orientation and gender identity or expression that are reflective of the communities we serve. Our workforce diversity and competency objectives include a focus on workforce diversity and health equity. For example, as we strive to deepen our culture of inclusion, we endeavor to strengthen our individual and collective cultural competence through formal training and development programs. Our health equity work is rooted in a desire to provide care that does not vary in quality because of personal characteristics such as gender, ethnicity, geographic location or socioeconomic status. By fostering a culture of inclusion, we believe that we are able to retain the best and brightest talent by making all employees feel valued by members of their respective team. As of December 31, 2024, approximately 80% of our employees were women and approximately 31% were people of color.

Supporting Our People. Our employees are vital contributors to the success of our organization, and we devote significant resources to recruit, retain and develop our workforce. We provide a wide range of development programs and resources, several of which were initiated and/or expanded in 2024, are designed to enable career pathways and advancement. These programs and resources include the following:

Employees can also receive support through grants from the CHS Cares Fund, a non-profit charitable fund (administered by The Community Foundation of Middle Tennessee and funded by charitable gifts from the Company and its employees). The CHS Cares Fund was created in 2017 to provide financial assistance to employees of the Company’s affiliated entities, clinics and offices who have experienced financial hardship due to events beyond their control such as natural disasters and extended illnesses or injuries. Grants from the CHS Cares Fund help pay for essential living expenses for such employees, including housing, utilities, food, clothing and other basic necessities. Since its inception, grants totaling approximately $7.8 million have been made by the CHS Cares Fund to employees to assist in times of need.

Community Involvement. The Company is committed to supporting the communities where we operate. Our hospitals improve the well-being of local residents through health fairs, screenings and educational programs, and actively participate in civic and charitable causes, sponsor community events and support local programs through volunteerism. In 2024, the Company’s second annual enterprise-wide Jars of Love Peanut Butter Drive helped address food insecurity by collecting more than 86,000 jars of peanut butter to stock food banks in the communities we serve. Affiliates of the Company also joined to celebrate Doctors’ Day by donating more than $250,000 to charitable organizations in honor of their medical staffs.

The CHS Foundation, a foundation funded by charitable gifts from the Company, supports organizations involved with education, health, human services and international development. Through the CHS Foundation, the Company also supports and encourages the charitable pursuits of its directors and officers by matching qualifying charitable contributions made by these individuals.

We have reported on our ESG initiatives since 2010. Our most recent Community Impact Report and Sustainability Report are both available on our internet website in the Company Overview section.

How does the Board of Directors oversee risk?

Risk management is primarily the responsibility of the Company’s management team, which is administered through a broad-based Enterprise Risk Committee that includes executives from our operations, internal audit, clinical services, compliance, quality, revenue management, accounting, risk management, finance, facilities management, human resources, information technology and legal departments. The Company’s enterprise risk management process includes interviews and surveys with corporate officers and leaders, regional and market leadership, and members of the Board, as well as reviewing third-party publications that evaluate perceived risks to the Company, the industry or the

broader market. Through this in-depth process the Enterprise Risk Committee identifies and monitors what are believed to be the key risks currently facing the Company. A comprehensive presentation regarding the enterprise risk management process and each of the key risks identified is presented annually at a meeting attended by all directors. In addition, management provides updates on each of the key risks on an on-going basis at meetings of the Board and applicable Board committees (depending on the subject matter of the risk) throughout the year.

The Board is responsible for the overall supervision of the Company’s risk management activities. The Board’s oversight of the material risks faced by the Company occurs at both the full board level and at the committee level. The types of risks overseen by the Board and/or applicable Board committees may include, as appropriate, without limitation, business, industry, economic, patient safety, cybersecurity, emerging technologies (including artificial intelligence) and ESG risks. ESG matters overseen by the Board and/or Board committees may include, without limitation, risks related to climate, environmental, sustainability, corporate social responsibility, human capital, energy, and natural resource matters. For additional information regarding the Company’s ESG initiatives, see “What are the Company’s environmental, social and governance initiatives and where can I find additional information regarding these initiatives?”

The Audit and Compliance Committee has oversight responsibility, not only for financial reporting with respect to the Company’s major financial exposures and the steps management has taken to monitor and control such exposures, but also for the effectiveness of management’s enterprise risk management process. In addition, as discussed in greater detail below, the Audit and Compliance Committee has primary oversight responsibility regarding the Company’s information security, data security, data privacy, and other cybersecurity programs procedures and risks, including disaster recovery and business continuity. See “What is the Board’s role in overseeing information security?” The Audit and Compliance Committee also considers the delegation of responsibility for the oversight of specific risk areas among the other Board committees, consistent with the committees’ charters and responsibilities.

The Compensation Committee oversees risks associated with the Company’s executive compensation programs, including confirming that such programs do not encourage conduct that would be reasonably likely to have a material adverse effect on the Company. Taking into account the Compensation Committee’s oversight of such risks, the Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee oversees risks with respect to human capital management matters, including with respect to workforce diversity and competency and leadership and talent development. For additional information regarding the Company’s risk assessment of its compensation programs and practices, and relevant considerations in connection therewith, see “Compensation Discussion and Analysis — Risk Assessment of Executive Compensation.”

The Governance and Nominating Committee reviews and oversees certain ESG risks, including with respect to climate, environmental, sustainability, corporate social responsibilities, energy and natural resource matters.

Management provides regular updates throughout the year to the respective Board committees regarding the management of the risks each committee oversees, and each of these committees discusses those risks with the full Board at either regular meetings of the Board or at committee meetings in which all Board members participate. At least annually, in conjunction with its review of the Company’s enterprise risk assessment, the Audit and Compliance Committee considers the allocation of risk responsibility among the Board’s committees and implements any changes it deems appropriate. The Audit and Compliance Committee, together with the full Board of Directors, is actively involved in the oversight of risk issue identification and assessment at the Company and mitigation strategies employed by the Company with respect to each of these risks.

In addition to the reports from the committees, the Board receives presentations throughout the year from various department and business unit leaders that include discussions of possible risks. At each Board meeting, the Chief Executive Officer addresses (in a directors-only session, if appropriate) matters of particular importance or concern, including any areas of risk that require attention from the Board. Additionally, through dedicated sessions focusing entirely on corporate strategy, the full Board reviews in detail the Company’s short and long-term strategies, including consideration of risks facing the Company and their potential impact.

We believe that our approach to risk oversight, as described above, optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our risk structure complements our current Board leadership structure, as it allows our non-management directors, through the three fully-independent Board committees, as well as the Board Chair and the independent Lead Director, to exercise effective oversight of the actions of management, led the Chief Executive Officer, in identifying risks and implementing effective risk management policies and controls.

What is the Board’s role in overseeing information security?

The Company places the utmost importance on information security and privacy, including protecting the personal medical, financial and insurance information of its patients and employees. The Audit and Compliance Committee has primary oversight responsibility regarding the Company’s information security, data security, data privacy, and other cybersecurity programs, procedures and risks, including disaster recovery and business continuity. The Audit and Compliance Committee and the full Board receive updates at least quarterly from management covering the Company’s programs for managing information security risks, including data privacy and data protection risks. Key aspects of the Company’s cybersecurity risk management program include the following:

The Company’s management regularly monitors best practices in this area and endeavors to implement changes to the Company’s security programs as needed to ensure the Company maintains a robust data security and privacy program. The Company also maintains a cybersecurity insurance policy that provides coverage in connection with cybersecurity incidents.

For additional information regarding our cybersecurity risk management program, see the discussion in Part I, Item 1C (Cybersecurity) of our 2024 Form 10-K.

What are the standing committees of the Board of Directors?

Our Board has three standing committees: (i) Audit and Compliance, (ii) Compensation and (iii) Governance and Nominating. Each standing committee operates pursuant to a committee charter. Each of these committees is comprised solely of independent directors, and each independent director meets the additional criteria for committee membership, as set forth in the Company’s Governance Guidelines and the applicable committee charter. The current composition of our Board’s standing committees is as follows:

How many times did the Board of Directors and its committees meet in 2024? What was the attendance by the members? What are the duties of the Board’s committees?

Directors are encouraged to attend our annual meeting of stockholders; all of our directors were present at our 2024 Annual Meeting of Stockholders. The annual meeting of the Board in 2024 was held immediately after the 2024 Annual Meeting of Stockholders.

In 2024, the Board held five (5) regular meetings and one (1) special meeting. Each director attended at least 75% of the Board meetings and meetings of the committees of the Board on which he or she served during the period.

The Audit and Compliance Committee held eight (8) meetings during 2024. The other members of the Board were invited to and generally attended the meetings of the Audit and Compliance Committee. As set forth in its charter, the Audit and Compliance Committee’s responsibility is to provide advice and counsel to management regarding and to assist the Board in its oversight of: (i) the integrity of the Company’s consolidated financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm’s qualifications and independence; and (v) the performance of the Company’s internal audit function and its independent registered public accounting firm. As discussed above under “How does the Board of Directors Oversee Risks?” and “What is the Board’s role in overseeing information security?”, the Audit and Compliance Committee also has oversight responsibilities with respect to enterprise risk management and the Company’s information security programs. The Audit and Compliance Committee report is set forth in later in this Proxy Statement.

The Compensation Committee held four (4) meetings during 2024. The primary purpose of the Compensation Committee is to: (i) assist the Board in discharging its responsibilities relating to compensation of the Company’s executives; (ii) administer the Company’s cash-based incentive compensation plans with regard to executive officers of the Company; (iii) approve awards and grants and administer outstanding awards and grants of equity-based compensation arrangements to directors, employees, and others pursuant to the Company’s equity compensation plans; (iv) produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement in accordance with applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (v) review and oversee the Company’s human capital management strategies and programs.

The Compensation Committee’s report is set forth later in this Proxy Statement. As set forth in its charter, the Compensation Committee oversees the elements of the compensation arrangements available to the Company and its subsidiaries that are used to compensate the Company’s executive officers, and in particular, the Chief Executive Officer. The Compensation Committee also approves the goals and objectives relevant to the compensation of the Chief Executive Officer and the other executive officers and determines whether targets have been attained in connection with target-based compensation awards and equity grants.

Pursuant to its charter, the Compensation Committee has authority to engage its own executive compensation consultants and legal advisors. Since 2005, Mercer Human Resources Consulting (“Mercer”), which is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), has served as the independent executive compensation consultant to the Compensation Committee. A representative of Mercer attends meetings of the Compensation Committee and communicates with the Compensation Committee chair between meetings on matters related to executive compensation, and otherwise provides services in this capacity as further described below under “Compensation Discussion and Analysis.” Mercer’s fees for serving as the Compensation Committee’s independent executive compensation consultant in 2024 were approximately $328,000. During 2024, the Company, at the direction of management, also retained MMC or certain of its affiliates to provide limited consulting services to management, which services were limited primarily to conducting actuarial analyses of the Company’s Supplemental Executive Retirement Plans and market research. In 2024, the total amount paid to MMC or its affiliates for such services was approximately $2.2 million. Although the Compensation Committee and the Board are aware that the Company uses MMC or its affiliates for such services, neither the Compensation Committee nor the Board specifically approves those services. The Compensation Committee has assessed Mercer’s independence pursuant to the independence factors set forth for compensation consultants in the NYSE listing standards and in the Compensation Committee’s charter and has determined that no conflicts of interest exist.

The Governance and Nominating Committee met three (3) times during 2024. The primary responsibilities of the Governance and Nominating Committee are to: (i) identify individuals qualified to become Board members and to select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders, and make recommendations for directors’ assignments to the Committees of the Board; (ii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and regularly review such corporate governance guidelines and recommend to the Board any changes thereto; (iii) review and make recommendations to the Board regarding compensation programs for non-management directors; (iv) review and discuss with management the Company’s policies on and responses to important stockholder issues and proposals, and recommend to the Board the placement of stockholder proposals, and the Board’s response thereto, in the Proxy Statement; and (v) review and oversee certain ESG considerations, programs, strategies and risks, including with respect to climate, environmental, sustainability, corporate social responsibilities, energy and natural resource matters.

Who are the Company’s audit committee financial experts?

Our Board has determined that four of the five members of our Audit and Compliance Committee are “audit committee financial experts” as defined by the Exchange Act — Michael Dinkins, James S. Ely III, Elizabeth T. Hirsch, and H. James Williams, Ph.D. In addition, all of the members of our Audit and Compliance Committee are financially literate in accordance with NYSE listing standards.

Does the Company have limitations regarding service on other boards by the Company’s directors?

Yes, in order to ensure that our directors have sufficient time to devote to Company matters, under the Company’s Governance Guidelines, no non-management director of the Company may serve on more than three other public companies’ boards of directors. In addition, no member of the Company’s Audit and Compliance Committee may serve on more than two other public companies’ audit committees. No director who is an executive officer of the Company may serve on more than two public companies’ boards of directors, including our Board. The Chief Executive Officer is required to obtain the approval of the Governance and Nominating Committee prior to accepting any nomination or appointment to serve on the board of directors of another public company. In addition, a director of the Company is required to notify the chair of the Company’s Governance and Nominating Committee and the Corporate Secretary in a timely fashion of his or her appointment to or resignation from the board of directors of another public company. Any member of the Audit and Compliance Committee is also required to notify the chair of the Company’s Governance and Nominating Committee and the Corporate Secretary of his or her appointment to or resignation from another company’s audit committee.

Does the Company have a code of conduct?

The Company has a robust compliance program, the cornerstone of which is our Code of Conduct. Our Code of Conduct has been adopted and implemented throughout our organization and is applicable to all members of the Board and our officers, as well as employees of our subsidiaries. A version of this Code of Conduct has been in effect at our Company since 1997.

Where can I obtain a copy of the Company’s Board of Directors’ governance documents?

Copies of the current version of our Governance Guidelines, including our independence standards, along with current versions of our By-laws, Code of Conduct and Board committee charters are posted on our internet website in the Company Overview — Corporate Governance section (www.chs.net/company-overview/corporate-governance/). These items are also available in print to any stockholder who requests them by writing to Community Health Systems, Attn: Investor Relations, 4000 Meridian Boulevard, Franklin, TN 37067.

How are the Company’s Directors compensated?

Our Board has approved a compensation program for non-management directors, which consists of both cash and equity-based compensation. Non-management director compensation is reviewed annually by the Governance and Nominating Committee, in consultation with the Compensation Committee’s independent executive compensation consultant, Mercer, and adjusted if needed, on the same cycle as is our executive compensation. In addition, to further align directors’ interests with the long-term interests of stockholders, the Company requires that at least 50% of the non-management directors’ annual compensation (exclusive of the additional annual stipends paid to the Board Chair, the Lead Director and the chairs of the Board’s three standing committees) be paid in the form of equity in the Company.

For 2024, consistent with past practice, the non-management directors’ compensation package was reviewed by the Governance and Nominating Committee, in consultation with Mercer. Mercer advised that, based on a review of the board compensation paid by our peer group (as set forth below under “Compensation Discussion and Analysis — Components of the Executive Compensation Program — Peer Group Companies (for 2024 Compensation Cycle)”), the annual total compensation package of $310,000 (exclusive of the additional annual stipends paid to the Board Chair, the Lead Director and the chairs of the Board’s three standing committees as referenced below) remained generally consistent with the median total director compensation package paid by companies within our peer group. As such, for

2024, each non-management director (except for Ms. Lopez, who joined the Board in May 2024) received a cash stipend of $130,000 (Ms. Lopez received a prorated portion of this cash stipend for 2024 equal to $84,643 based on the portion of 2024 during which she served as a director), as well as an equity award with a grant date fair value on March 1, 2024 of approximately $180,000. Both of these amounts were unchanged from the amounts awarded to our non-management directors in 2023. For 2024, the additional annual stipends paid to the Board Chair, the Lead Director and the three committee chairs remained unchanged from 2023, and were as follows: Board Chair, $265,000; Lead Director, $35,000; Audit and Compliance Committee chair, $20,000; Compensation Committee chair, $15,000; and Governance and Nominating Committee chair, $12,250. For 2024, the additional annual stipend paid to the Board Chair was paid as an additional equity award as further described below. The additional annual stipends paid to the Lead Director and the three committee chairs were paid as additional cash stipends as further described below.

The annual cash stipend payable to all non-management directors and the additional annual cash stipends payable to the Lead Director and the three committee chairs were paid in quarterly installments for 2024. As noted above, Ms. Lopez, who served for only a portion of the year, received a pro rata portion of the annual cash stipend. No separate meeting attendance fees are paid to the directors. All directors are reimbursed for their out-of-pocket expenses arising from attendance at meetings of the Board and its committees.

Prior to the beginning of the calendar year, a non-management director may elect to defer some or all of his or her cash compensation for the upcoming year into a cash account or stock unit account pursuant to the Company’s Directors’ Fees Deferral Plan. When making a deferral election, a non-management director may elect to receive payment for the deferred amounts in a lump sum or in annual installments beginning either upon the last day of the fiscal quarter following his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. None of the non-management directors elected to defer any portion of their cash compensation payable for 2024.

In March 2024, at the same time that management’s long-term incentive (“LTI”) awards were granted, each of our then-serving non-management directors was granted 62,718 time-based restricted stock units under the Company’s 2009 Stock Option and Award Plan, as amended, as the equity portion of the non-management directors’ annual compensation. These annual grants had a grant date fair value of approximately $180,000 (based on the closing market price of our Common Stock on that date of $2.87 per share) rounded to the nearest whole number of units. On that same date, Mr. Smith was granted an additional 92,334 time-based restricted stock units under the Company’s 2009 Stock Option and Award Plan, as amended, as an additional annual stipend for his service as Board Chair. This additional annual grant had a grant date fair value of approximately $265,000 (based on the closing market price of our Common Stock on that date of $2.87 per share) rounded to the nearest whole number of units. The Compensation Committee authorized the granting of these equity awards to the non-management directors upon the recommendation of the Governance and Nominating Committee.

Any non-management director who joins our Board during the first six months of the year will receive the same number of time-based restricted stock units as is awarded to the other non-management directors in March as the equity portion of the non-management directors’ annual compensation for that year; however, if a non-management director joins our Board during the last six months of the year, such non-management director will not receive any equity-based compensation for that year. For example, Ms. Lopez joined the Board in May 2024, and, therefore, she received 62,718 restricted stock units in June 2024, consistent with the number of restricted stock units granted to the other non-management directors as set forth above. This award had a grant date fair value of approximately $248,363 (based on the closing market price of our Common Stock on that date of $3.96 per share).

The time-based restricted stock unit awards to our non-management directors vest in one-third increments on each of the first three anniversaries of the grant date for so long as the director is a member of the Board. If a non-management director’s service as a member of the Board terminates as a result of death, disability, or for any other reason (other than “for cause”), all unvested restricted stock units held by such non-management director will vest as of the date of termination. Each non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s Common Stock issuable upon vesting of the restricted stock units until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. Gen. Burgess, Drs. Hastings, Jennings and Krishnan, Ms. Lopez and Mr. Smith elected to defer the receipt of shares of the Company’s Common Stock issuable upon vesting of the restricted stock units granted to each of them in 2024.

Management directors do not receive any additional compensation for their service on the Board.

Non-Management Director Compensation

The following table summarizes the aggregate fees earned and the value of equity-based awards earned by our then-serving non-management directors for 2024 for serving on our Board:

How are Directors nominated by the Company?

The Governance and Nominating Committee has responsibility for the director nomination process.

The Governance and Nominating Committee believes that the minimum qualifications that must be met by any director nominee, including any director nominee who is recommended by stockholders, include (i) a reputation for the highest ethical and moral standards, (ii) good judgment, (iii) a positive record of achievement, (iv) if on other boards, an excellent reputation for preparation, attendance, participation, interest and initiative, (v) business knowledge and experience relevant to the Company, and (vi) a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively.

The qualities and skills necessary in a director nominee are governed by the specific needs of the Board at the time the Governance and Nominating Committee determines to nominate a candidate for director. The specific requirements of the Board will be determined by the Governance and Nominating Committee and will be based on, among other things, the Company’s then-existing strategies and business, market and regulatory environments, and the mix of perspectives, experience and competencies then represented by the other Board members. The Governance and Nominating Committee will also take into account the views of the Company’s management as to areas in which management desires additional advice and counsel.

When the need to recruit a director arises, the Governance and Nominating Committee will consult the other directors, including the Chief Executive Officer and, when deemed appropriate, utilize fee-paid third-party recruiting firms to identify potential candidates. The Governance and Nominating Committee also ensures that at least one woman or member of an underrepresented group is included in the pool of candidates considered for nomination. The candidate evaluation process may include inquiries as to the candidate’s reputation and background, examination of the candidate’s experiences and skills in relation to the Board’s requirements at the time, consideration of the candidate’s independence as measured by the Company’s independence standards, and other considerations as the Governance and Nominating Committee deems appropriate at the time. Prior to formal consideration by the Governance and Nominating Committee, any candidate who passes such screening would be interviewed by the chair of the Governance and Nominating Committee, the Board Chair and the Chief Executive Officer.

What diversity considerations are evaluated in nominating Directors?

As set forth in the charter of the Governance and Nominating Committee, the nominating criteria require the committee to “determine as necessary the portfolio of skills, experience, perspective and background required for the effective functioning of the Board.” The most robust selection process occurs at the time a new director is being added. The Governance and Nominating Committee takes into account a variety of factors in selecting and nominating individuals to serve on the Board, including:

The Governance and Nominating Committee seeks diversified candidates with broad backgrounds and experiences that will enable them to serve on and contribute to any of the Board’s three standing committees. Diversity may reflect age, gender, ethnicity, life experience, industry focus and tenure on the Board so as to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of the committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation, NYSE Listing Standards and the Company’s Bylaws and other corporate governance documents. In addition, every director nominee should demonstrate a strong record of integrity and ethical conduct, an absence of conflicts that might interfere with the exercise of his or her independent judgment, and a willingness and ability to represent all stockholders of the Company.

The experience and skills of each of the members of the Board is described below under “Members of the Board of Directors.” The Governance and Nominating Committee considers and assesses these contributions and the effectiveness of its nominating criteria in connection with nominating individuals to serve on the Board. In addition, three members of our Board are female, and four members of our Board identify as racially and/or ethnically diverse.

How can stockholders nominate or recommend individuals to serve on the Company’s Board?

There are two ways in which stockholders can participate in the nomination process.

When evaluating any director recommendations or nominations properly submitted by a stockholder as set forth above, the Governance and Nominating Committee will conduct the same analysis that it conducts with respect to its director nominees or other potential candidates recommended by a Board member, management, a search firm or other source.

How can I submit a stockholder proposal or bring business for the 2026 Annual Meeting of Stockholders?

If a stockholder seeks to have a proposal included in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received by the Company no later than December 4, 2025 and be submitted in accordance with applicable SEC rules, including Rule 14a-8. Such proposals must be delivered to Community Health Systems, Inc., Attn: Corporate Secretary, at our principal executive offices at 4000 Meridian Boulevard, Franklin, TN 37067.

If a stockholder seeks to bring business before our annual meeting that is not the subject of a proposal submitted for inclusion in the proxy statement under Rule 14a-8 (excluding director nominations, which are discussed above under “How can stockholders nominate or recommend individuals to serve on the Company’s Board?”), such stockholder must bring such business in compliance with the advance notice procedures described in the By-laws. For the Company’s 2026 Annual Meeting of Stockholders, the Corporate Secretary must receive notice of such business no earlier than January 18, 2026 and no later than February 17, 2026 (or, if the annual meeting is called for a date that is not within 30 days of May 13, 2026, the notice must be received by the later of the date that is 90 days prior to such annual meeting or the 10th day following the date such annual meeting is first publicly announced or disclosed). In addition, any such business to be brought before our annual meeting must be in proper written form and must meet the detailed disclosure and other requirements applicable to such matters set forth in the advance notice provisions of the Company’s By-laws.

MEMBERS OF THE BOARD OF DIRECTORS

Each of the Company’s director nominees are nominated for election to a term of one (1) year. Upon the recommendation of the Governance and Nominating Committee, the fourteen (14) persons listed in the table below are nominated for election at the Meeting, each to serve as a director for a term of one (1) year and until his or her successor is elected and qualified.

Ms. Brooks is currently retired. She is a former Congresswoman and former U.S. Attorney. From 2013 to 2021, she served as the U.S. Representative for the 5th District of Indiana, where she was instrumental in legislation to reform emergency response, healthcare, manufacturing, technology innovation, higher education and public safety. Ms. Brooks served as the Chair for the House Ethics Committee and was a member of the House Energy and Commerce Committee. She also held subcommittee roles in Health; Communications and Technology; Commerce, Manufacturing and Trade; and Oversight and Investigations. Ms. Brooks served on the Select Committee on the Modernization of Congress and on the House Committee on Education and Workforce and Homeland Security Committee. She also co-founded the 5G Caucus with a goal of positioning the United States as a leader in 5G wireless technology. Ms. Brooks co-chaired the Women’s Caucus and Women in High Tech Coalition and served as the Recruitment Chair for the National Republican Congressional Committee (NRCC). In this role, she recruited 94 women and 75 minority candidates who stood for election to Congress on general election ballots. Prior to serving in Congress, Ms. Brooks was Senior Vice President and General Counsel for Ivy Tech Community College, the public community college system for the state of Indiana, from 2007 to 2012. From 2001 to 2007, she served as U.S. Attorney for the Southern District of Indiana, where she oversaw the prosecution of Medicaid fraud and illegal opioid prescriptions. Prior to her appointment as U.S. Attorney, Ms. Brooks’ broad professional experience included practicing criminal defense law and later government services law at law firms in Indianapolis, Indiana. She also served as Deputy Mayor for the City of Indianapolis overseeing public safety operations and helped manage law enforcement and emergency response efforts. Ms. Brooks serves on the board of directors of First Merchants Corporation, a Nasdaq-listed financial holding company headquartered in central Indiana, and serves on its nominating and governance committee (chair). In addition, Ms. Brooks currently serves on the Bipartisan Commission on Biodefense and formerly served as the co-chair of the CSIS Commission on Strengthening America’s Health Security, both based in Washington, DC. Ms. Brooks served on the Indiana Governor’s Commission on Public Health. She has also served on several non-profit boards, including Ascension St. Vincent Hospital in Indianapolis. Ms. Brooks has received numerous awards, including the Congressional

Champion Award from the Association of Maternal and Child Health Programs and the Congressional Leadership Award from the Community Anti-Drug Coalitions of America, both in 2020; and the Champion of Healthcare Innovation Award from the Healthcare Leadership Council and the Legislator of the Year from the Indiana Health Industry Forum, both in 2015.

Ms. Brooks’ deep knowledge of and experience in both the legislative and judicial branches of the Federal government provide our Board with valuable insight into the governmental processes and priorities that impact the heavily-regulated industry in which we operate. In addition, through her diverse experience, including advising public and privately-held companies, non-profits, educational institutions, hospitals and physician practices, she has an understanding of the healthcare industry as well as to other sectors with which our Company frequently interacts.

Gen. Burgess is currently retired. He served in the U.S. Army for 38 years until his retirement from active military service in 2012, rising to the rank of Lieutenant General. From 2009 to 2012, Gen. Burgess served as the head of the United States Defense Intelligence Agency. From June 2006 to October 2007 and again in January and February of 2009, he served as acting Principal Deputy Director of National Intelligence. In these roles, Gen. Burgess provided advice and expertise regarding national security to the President of the United States, the Secretary of Defense, the Director of National Intelligence, the Chairman of the Joint Chiefs of Staff and Congressional leaders.

Gen. Burgess served Auburn University as executive vice president from 2018 until his retirement in 2023, and as senior counsel for national security from 2012 until 2018. In these roles, Gen. Burgess advised the university’s president on matters related to the overall direction, management, and effective administrative operations of the university in support of its mission, strategic plan, core values and vision. Gen. Burgess interfaced and coordinated with federal and state government representatives as well as private entities on all matters related to cybersecurity and national security, including briefing members of Congress and the Alabama legislature and their staffs on matters relating to cybersecurity threats, issues related to the United States military, and current world events and their potential impact. Gen. Burgess also serves on the advisory boards of a number of privately-held companies, including in the technology and healthcare fields.

During his military career, Gen. Burgess received numerous military awards and honors, including the Defense Distinguished Service Medal, the Defense Superior Service Medal, the Legion of Merit, the Meritorious Service Medal, the Joint Service Commendation Medal, the Army Commendation Medal, the Army Achievement Medal, and the NATO Medal (from the former Republic of Yugoslavia). He was also recognized with awards by the governments of Colombia and Bolivia, was presented with the Order of the Star of Romania by the president of Romania and was inducted into the National Order of the Legion of Honor by the president of France. He has been inducted into the United States Army Military Intelligence Hall of Fame and has received the Lifetime Achievement Award from the Auburn University Alumni Association. Gen. Burgess has also received multiple honorary degrees.

Gen. Burgess’ expertise in cybersecurity and information systems are a valuable asset to the Board and the Audit and Compliance Committee in their oversight of the Company’s information security, data security, data privacy, and other cybersecurity programs, procedures and risks. Moreover, his demonstrated leadership skills and experience in developing and carrying out a strategic vision both in the military and at a major university provide an additional perspective to the Board. His familiarity with interfacing with individuals at all levels of the federal and state government also provides additional insight to the Board in navigating the highly-regulated industry in which the Company operates. Gen. Burgess’ experience in advising privately-held companies in fields such as technology and healthcare gives him additional knowledge of areas that are important to the Company.

Mr. Clerico serves as our Lead Director. Since 2000, when Mr. Clerico co-founded ChartMark Investments, Inc., a registered investment advisor providing portfolio management, investment consulting and financial planning solutions to individuals, small businesses and institutions, he has served as its chairman and as a registered financial advisor. From 2006 until 2012, Mr. Clerico served on the board of directors of Global Industries, Ltd., a provider of solutions for offshore oil and gas construction, engineering, project management and support services, with prior service on its audit, compensation and finance (chair) committees. In 2008, Mr. Clerico resigned from these committees upon his appointment as chairman of the board and interim chief executive officer. He stepped down as Global Industries, Ltd.’s interim chief executive officer in 2010 but continued to serve as chairman of its board through 2011, when Global Industries, Ltd. was acquired by Technip S.A. From 1992 to 2000, he served as an executive vice president and chief financial officer and on the board of directors of Praxair, a supplier of industrial gases and coatings and related healthcare services and technologies. From 1983 until its spin-off of Praxair in 1992, he served as an executive officer of Union Carbide Corporation in various financial and accounting areas. From 2004 until 2023, Mr. Clerico served on the board of directors of Educational Development Corporation, a Nasdaq-listed trade publisher and distributor of children’s books where he served as lead independent director as well as on its on its audit (chair), nominating and corporate governance (chair), compensation (chair), and executive committees.

Mr. Clerico brings executive leadership experience and skills to the Board. He has held the positions of chairman of the board, chief executive officer, co-chief operating officer, chief financial officer and treasurer at various points of his career. His extensive experience in industries (chemical and industrial gases) with a high risk profile give him a unique perspective on risk oversight. In addition, his prior service as chair of both our Board’s Audit and Compliance Committee and Compensation Committee lend important continuity to the Board’s financial, audit, compliance and compensation oversight functions. Finally, having formed and operated his own investment company, Mr. Clerico also brings the investor perspective to the Board’s review activities.

Mr. Dinkins has served as president and chief executive officer of Dinkins Financial, a consulting firm that helps small businesses gain access to capital, since 2017. From 2008 until 2012, Mr. Dinkins served on the board of directors of Integer Holdings Corporation (formerly known as Greatbatch, Inc.), a medical device outsource manufacturer, where he also served on its audit committee and compensation and organization committee. In 2012, Mr. Dinkins resigned from Integer Holdings Corporation’s board of directors and its committees in conjunction with his appointment as senior vice president (later executive vice president) and chief financial officer of Integer Holdings Corporation, a position he held until his retirement in 2017. In this role, he provided executive oversight to that company’s information security function. From 2008 until 2012, Mr. Dinkins served as executive vice president and chief financial officer of USI Insurance Services, an insurance intermediary company. From 2005 until 2008, he was executive vice president and chief financial officer of Hilb Rogal & Hobbs Co., an insurance and risk management services company. Mr. Dinkins was vice president, global control & reengineering at Guidant Corporation from 2004 to 2005, and vice president and chief financial officer for NCR Worldwide Customer Service Operation from 2002 to 2004. Prior to 2002, he held senior positions at Access Worldwide Communications, Inc., Cadmus Communications Group and General Electric Company. Mr. Dinkins serves on the board of directors and the audit and compliance committee (chair) of The Shyft Group, Inc., a Nasdaq-listed manufacturer and upfitter of specialty vehicles for the commercial, retail and service specialty vehicle markets. He served on the board of directors of Crane Co., a NYSE-listed company, until 2023 when that company spun out Crane NXT, Co. as a separate NYSE-listed company. At that time, Mr.

Dinkins resigned from the Crane Co. board and began serving on the board of directors of Crane NXT, Co., an industrial technology company in the global payment and currency markets that provides trusted technology solutions to secure, detect, and authenticate customer’s products. He also serves on its audit and compliance (chair) and executive committee. Mr. Dinkins is also a former director of LandAmerica Financial Group, Inc. Mr. Dinkins rejoined the board of the National Council on Compensation Insurance in 2022 and serves on its audit and governance committees. He previously served on that board from 2015 to 2020, including service on its audit, finance, and governance committees.

Mr. Dinkins brings extensive experience as a board member and a chief financial officer of a publicly-traded company to the Board, as well as knowledge of complex financial and operational issues facing large organizations and an understanding of operations and financial strategy in challenging environments. Through his role as a chief financial officer, he has also overseen the information technology risk assessment processes of a company. In addition, Mr. Dinkins brings the perspective of the insurance industry and the medical device industry to the Board, both of which are important related industries for the Company.

Mr. Ely founded PriCap Advisors, LLC, an investment management firm, in 2009 and has served as its chief executive officer since its inception. From 1995 to 2008, he was a Managing Director in the Leveraged Finance Group at JPMorgan Chase & Co., where he was responsible for structuring and arranging syndicated loans and high yield issues in the healthcare, aerospace, defense and other sectors. Mr. Ely’s service with JPMorgan’s predecessor institutions commenced in 1987. He serves on the board of directors of Select Medical Holdings Corporation, a NYSE-listed provider of long-term hospitalization services, and serves as chair of both its audit and compliance and nominating and corporate governance committees.

Mr. Ely’s educational background (MBA in finance and accounting from the University of Chicago) and extensive (over twenty years) experience in the financing industry, and in the healthcare sector in particular, provide a needed area of expertise among the independent Board members. In addition, his years of prior service as the chair of our Board’s Audit and Compliance Committee provides valuable continuity to the Board’s financial, audit, and compliance oversight functions. Finally, he is able to assist the Board members and management in evaluating financing opportunities, as he has specific experience in financing the types of indebtedness reflected on the Company’s balance sheet.

Mr. Fry has served as president of Temple University in Philadelphia, Pennsylvania since November 2024. Prior to becoming president of Temple University, he was president of Drexel University in Philadelphia, Pennsylvania from 2010 until 2024. Prior to that, Mr. Fry served as president of Franklin & Marshall College in Lancaster, Pennsylvania from 2002 until 2010. From 1995 to 2002, he was executive vice president of the University of Pennsylvania and served as the chief operating officer of the university and as a member of the executive committee of the University of Pennsylvania Health System. From 2016 to 2024, Mr. Fry served on the board of directors of vTV Therapeutics Inc., a Nasdaq-listed clinical-stage pharmaceutical company focused on the discovery and development of human therapeutics, with service on its compensation (chair), audit, and nominating and corporate governance committee.

Mr. Fry’s experience as the president of an academic institution, together with his prior experience with the University of Pennsylvania Health System and service on the boards of a number of non-profit

institutions, brings two important perspectives to the Board. His familiarity with the governance issues faced by non-profit organizations assists the Board in understanding the competitive environment in which many of the Company’s competitors and acquisition targets operate. His educational background (MBA in accounting from New York University) and his experience in financial management, financial reporting, audit and compliance, and risk management are all skill sets available to and needed by the Board. In his role as president of an academic institution, he also works with that institution’s information technology and security team to understand and prepare for cybersecurity risks, including incident response and business continuity planning.

Dr. Hastings is currently retired. Prior to his retirement, he was a private practice orthodontist in Mobile, Alabama with over 40 years of healthcare experience. Dr. Hastings previously served on the board of directors of Quorum Health Corporation, an operator of general acute care hospitals and outpatient services, from 2016 until 2020, where he also served on its compensation committee, governance committee, and patient safety and quality of care committee. He has served in numerous dental and orthodontic leadership positions in local, state, and national societies. Dr. Hastings is board certified in orthodontics and has been published in several orthodontic journals. He also holds two United States patents. Dr. Hastings graduated with honors from the University of Alabama at Birmingham School of Dentistry, and completed his post-doctoral training at the Louisiana State University School of Dentistry in New Orleans.

Dr. Hastings brings the perspective of a healthcare practitioner as well as prior experience as a public-company board member to the Board. His experience in managing a healthcare practice is similar to that of many of the Company’s affiliated physician practices, and he can provide valuable advice to the Board and management regarding trends in both medicine and the organization and operation of healthcare practices.

Mr. Hingtgen has served as our Chief Executive Officer since 2021. Prior to that, he served as President and Chief Operating Officer from 2016 through 2020. In his role as Chief Executive Officer, he is responsible for strategic and operational priorities of the Company, and providing oversight and direction to the senior corporate and regional operations leaders who directly support the Company’s affiliated markets and related acute and ambulatory offerings. Mr. Hingtgen joined us in 2008 as a vice president of division operations, and, in 2014, he was promoted to division president. In that position, he oversaw the operations of our affiliated markets in the western United States. In 2016, Mr. Hingtgen was promoted again to executive vice president of operations. In that position he worked directly with the Company’s chief executive officer, chief operating officer and chief financial officer to advance the Company’s strategic priorities and to help elevate operational and financial performance in key markets. Mr. Hingtgen has over 20 years of healthcare management experience. Prior to joining us, he held chief executive officer and chief operating officer positions at for-profit hospitals in Arizona, Indiana and Nevada. Mr. Hingtgen has a master’s degree in business administration from the University of Nevada, Las Vegas.

As the Company’s chief executive officer, Mr. Hingtgen brings a deep perspective on the strategic development of the Company and its business lines, as well as the operation of hospitals, outpatient care centers, and integrated network delivery systems. He has been named one of the 100 Most Influential People in Healthcare in Modern Healthcare’s annual peer-voted list each year since 2022. His vision and implementation of the corporate-wide efforts to strengthen the Company’s overall operations and support of organic growth and the delivery of high quality healthcare services are needed inputs on the Board’s development of its agenda.

Ms. Hirsch is currently retired. She served as vice president and controller of Praxair from 2010 until her retirement in 2016. In that role, she was responsible for Praxair’s global financial statement consolidation and SEC reporting. Prior to becoming controller, Ms. Hirsch served as Praxair’s director and then vice president of investor relations from 2002 until 2010. In that role she was recognized as the Best Investor Relations Professional in the Chemicals Sector by both buy-side and sell-side analysts in a 2011 Institutional Investor Survey. Ms. Hirsch joined Praxair in 1995 as director of corporate finance and later served as assistant treasurer. Prior to joining Praxair, she had fifteen years of experience in corporate banking, primarily at Manufacturers Hanover Trust Company. Ms. Hirsch also serves as a vice chair of the board of trustees of Devereux Advanced Behavioral Health, a non-profit organization providing services and leadership in the field of behavioral health. She is a member of Devereux’s executive committee, finance committee (chair), audit and compliance committee and clinical committee. Ms. Hirsch is also a trustee of the Helena Devereux Foundation. In addition, she is the chair of the board of directors of the Women’s Business Development Council of Connecticut, a non-profit organization providing education, technical and financial assistance to small businesses in Connecticut.

Ms. Hirsch’s educational background (MBA in finance from New York University) and her years of experience as a senior accounting and finance executive in a publicly-traded corporation provide the Board with valuable additional insight in the areas of accounting and finance, including financial statement preparation, internal controls, SEC reporting and financings similar to the Company’s outstanding indebtedness, as well as in the area of environmental sustainability reporting. She also brings investor relations expertise to the Board, including an understanding of the perspective of institutional investors.

Dr. Jennings is currently retired. For more than 40 years, he was a practicing family medicine physician, most recently with KentuckyOne Health, in Louisville, Kentucky, which was formed by the merger of Jewish Hospital & St. Mary’s HealthCare with Saint Joseph Health System in 2012. He served on KentuckyOne Health’s quality committee and formerly served as the quality committee chair for The Physician Group, which was affiliated with Jewish Hospital & St. Mary’s HealthCare prior to its merger with Saint Joseph Health System. From 1971 until 2005, when the practice was acquired by Jewish Hospital, Dr. Jennings was in private practice with Southend Medical Clinic, PSC, serving as its managing partner.

Dr. Jennings brings the perspective of a physician to the Board. His career in a community practice setting is typical to that of most of the Company’s facilities and he provides advice to the Board and management about the organization and operation of physician practices. His experience managing large physician practices, with particular focus in the areas of risk and quality oversight, offers the Board a physician’s viewpoint in these areas. He also brings practitioner insight to quality measures and reporting, electronic health records, and federal government regulation of practitioner-hospital relationships.

Dr. Krishnan is serves as a professor in the department of psychiatry at Rush Medical College and as emeritus professor of psychiatry at Duke University in Durham, North Carolina. Dr. Krishnan served as executive vice chairman and senior advisor of Rush University System for Health, an internationally known academic health center and health system in Chicago, Illinois, from 2023 to 2024, and as its the chief executive officer from 2019 to 2022. From 2015 to 2019, he served as dean of Rush Medical

College and as senior vice president of Rush University Medical Center. From 2008 to 2015, Dr. Krishnan served as dean at the Duke-NUS Medical School, a joint venture between Duke University and the National University of Singapore, in Singapore. Dr. Krishnan currently serves on Singapore’s Health and Biomedical Science Executive Committee and as chairman of the National Medical Research Council and the National Health Innovation Center Singapore. He served on the board of directors of Singapore Health Services (SingHealth), the largest healthcare system in Singapore from 2013 to 2022. Prior to and during his tenure in Singapore, Dr. Krishnan was a professor in the department of psychiatry and behavioral sciences at Duke University Medical Center, including serving as chairman of psychiatry and behavioral sciences from 1998 to 2009. He is a member of several professional societies, including the American Psychiatric Association, the American Association for the Advancement of Science, and the National Academy of Medicine. Dr. Krishnan has also received numerous honors and awards, including the Distinguished Scientist Award from the American Association of Geriatric Psychiatry, and the following honors from the government of Singapore for his service to that country – the Honorary Citizen Award (the highest honor conferred to non-citizens of Singapore), the President’s Science and Technology Award, and the Public Service Medal (Friend of Singapore).

Dr. Krishnan’s service as an executive and administrator at a large medical center and as the dean of two medical schools provides the Board with valuable insight about recent trends in medicine as well as experience in the management of physician practices and in maintaining compliance with the complex regulatory requirements of the hospital and healthcare industries. In his role at an academic institution, he was also involved in the development of that institution’s cybersecurity planning and risk mitigation strategies.

Ms. Lopez is currently retired. From 2005 to 2022, she was the publisher of Modern Healthcare, a leading source of healthcare business and policy news, research and information published by Crain Communications, Inc., where she also served as a vice president. During her tenure as publisher of Modern Healthcare, she transformed the publication from a print-focused magazine into a financially successful digital media company, growing its reach to over 67,000 print and digital subscribers and 600,000 monthly website visitors. Ms. Lopez joined Modern Healthcare as associate publisher in 2001 after serving as the national director of advertising for Crain's Chicago Business, from 1999 through 2001, where she oversaw record-breaking growth. Prior to her time at Crain Communications, Ms. Lopez served as advertising director for the Kansas City Business Journal from 1991 until 1999.

With a strong commitment to fostering organizational growth, diversity, health equity and sustainability, Ms. Lopez actively serves on the Dean’s Advisory Council for DePaul University-College of Communication. She also contributes to professional networks, including as a board member of The Health Alliance and as a fellow of the Institute of Medicine of Chicago. Her involvement extends to boards and advisory roles with privately held companies, particularly in the healthcare industry, as well as non-profits such as the American Heart Association in Chicago and the Asian Health Care Leaders Association (AHCLA).

Among her achievements, Ms. Lopez was the inaugural recipient of the Gertrude Crain Leadership Award, presented by the ABM (the Association of Business Information & Media Companies of SIIA), recognizing women leaders who exemplify excellence, service and success in the B2B media and information industry. She has also been honored for her leadership and contributions to diversity in healthcare by organizations such as the Asian Health Care Leaders Association, the Carol Emmott Foundation, and the Commission on Accreditation of Healthcare Management Education (CAHME), which established a scholarship in her name.

Ms. Lopez brings to our Board a deep understanding of the healthcare industry, combined with expertise in media, marketing and strategic relationships with key industry leaders. Her dedication to advancing health equity, diversity and promoting the success of women and underrepresented groups in healthcare provides invaluable perspective. Additionally, her knowledge of healthcare operations, public policy, government regulation, human capital, and information technology further enhances her ability to contribute meaningfully to the Company’s strategic initiatives.

Chairman of the Board of Directors

Mr. Smith has served as the non-executive Chairman of our Board of Directors since January 2023. He has been a member of our Board of Directors since 1997 and has served as Chairman since 2001. Mr. Smith joined us in 1997 as President, a position he held until 2014. From 1997 through 2020, he also served as our Chief Executive Officer. In 2021, Mr. Smith was named our Executive Chairman of the Board, a position he held until he retired as an executive of the Company effective January 2023. Prior to joining us, Mr. Smith was President and Chief Operating Officer of Humana, Inc., where he served in various management positions during his 23 years with that company and also served on its board of directors. Mr. Smith also serves on the board of trustees of Auburn University. He previously served on the boards of directors of Praxair, with service initially on its audit committee and later on its compensation committee (former chair), and of Citadel Broadcasting Corporation, an owner and operator of radio stations and producer and distributor of radio programming, where he also served on its audit committee. Mr. Smith is the past-chair of the board of the Federation of American Hospitals. He is also the past-chair and a former board member of both the Nashville Area Chamber of Commerce and the Nashville Health Care Council.

At the time of his retirement as an executive of the Company, Mr. Smith was one of the most tenured executives in the healthcare industry, with decades of experience in both the hospital and outpatient facilities sector as well as the managed care sector. Over the years, he garnered professional recognition from his peers, investors, and the business community. He was named one of the 100 Most Influential People in Healthcare in Modern Healthcare’s peer-voted list for 19 consecutive years. Institutional Investor magazine named Mr. Smith a Top CEO for the healthcare facilities sector multiple times. Mr. Smith was honored on several occasions as being one of the top chief executive officers in the institutional provider segment of the healthcare sector. In addition, his past experience serving on other companies’ boards of directors provides him with insight and experiences to support his leadership of the Company’s Board.

Dr. Williams has served as president of Mount St. Joseph University in Cincinnati, Ohio since 2016. Mount St. Joseph University provides interdisciplinary liberal arts and professional curricula to its students, including a number of graduate and doctoral healthcare programs. Prior to that, he served as president of Fisk University, a leading liberal arts university located in Nashville, Tennessee, from 2013 until 2015. Fisk University is renowned for its leadership role and history in the education of African-American students. Dr. Williams also served as dean and a professor of accounting at the Seidman College of Business of Grand Valley State University in Grand Rapids, Michigan from 2004 until 2013. From 2006 until 2013, Dr. Williams served on the board of trustees of St. Mary’s Hospital, a non-profit hospital in Grand Rapids, Michigan. From 1999 until 2004, he was dean and a professor of accounting at the School of Business of North Carolina Central University in Durham, North Carolina. From 1994 to 1999, Dr. Williams was dean of the School of Management and a professor of accounting at Delaware State University in Dover, Delaware. Prior to that, he held faculty positions in the business schools at several universities. Dr. Williams also serves on the boards of several non-profit organizations. He previously served on the advisory board of Fifth Third Bank of Tennessee and as a member of the

Metropolitan Nashville Airport Authority’s Air Service Coalition. Dr. Williams has also practiced law, primarily in the areas of partnership and corporate tax, as well as contract law. He started his diverse career as an accountant with Ernst & Young where he worked in the audit division with companies in the banking, textiles, automotive and shipping industries.

Dr. Williams’ educational background (MBA in accounting from the University of Wisconsin-Madison; Ph.D. in accounting from University of Georgia; and J.D. and LL.M. degrees from Georgetown University Law Center) and his extensive teaching experience provide additional accounting expertise to the Board. In his role as president of an academic institution, he also works with that institution’s information technology and security team to understand and prepare for cybersecurity risks, including incident response and business continuity planning. Additionally, his diverse experience, including serving as president of academic institutions and service on the boards of a number of non-profit institutions and a bank, bring a unique perspective to the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 3, 2025, except as otherwise footnoted, with respect to ownership of our Common Stock by:

* each person known by us to be a beneficial owner of more than 5% of our Company’s Common Stock;

* each of our directors and nominees;

* each of our executive officers named in the Summary Compensation Table on page 73 of this Proxy Statement; and

* all of our directors and executive officers as a group.

Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, except to the extent such power may be shared with a spouse. Ownership percentages are calculated based on 140,391,581 shares of our Common Stock outstanding as of March 3, 2025.