COMMUNITY HEALTH SYSTEMS INC

Tabular Disclosures of Pay and Performance

Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO(s) and other NEOs for each of the years ending December 31, 2024, 2023, 2022, 2021 and 2020 as well as our financial performance for each year.

Column (b)Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for Tim L. Hingtgen, our CEO for 2024, 2023, 2022 and 2021 and Wayne T. Smith, our CEO for 2020.

Column (c)“Compensation actually paid” (“CAP”) to our CEO in each of 2024, 2023, 2022, 2021 and 2020 (individually referred to as “Covered Year”) reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.

Column (d)Reflects the average compensation amounts reported in the SCT for our Non-PEO NEOs.

Column (e)The following Non-PEO NEOs are included in the average figures shown below:

2024 – Kevin J. Hammons, Lynn T. Simon, Kevin A. Stockton and Chad A. Campbell

2023 – Kevin J. Hammons, Lynn T. Simon, Kevin A. Stockton and Chad A. Campbell

2022 – Wayne T. Smith, Kevin J. Hammons, Lynn T. Simon, and Mark B. Medley

2021 – Wayne T. Smith, Kevin J. Hammons, Lynn T. Simon and Benjamin Fordham

2020 – Tim L. Hingtgen, Kevin J. Hammons, Benjamin Fordham and Lynn T. Simon

Column (f)Represents the cumulative total shareholder return for the Company for the measurement periods beginning December 31, 2019 and ending on December 31, 2024, 2023, 2022, 2021 and 2020, respectively.

Column (g)Represents the cumulative total shareholder return of the Dow Jones U.S. Healthcare Index (“Peer Group Total Shareholder Return”) for the measurement periods beginning December 31, 2019 and ending on December 31, 2024, 2023, 2022, 2021 and 2020, respectively.

Column (h) Reflects Net Income as included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020.

Column (i) The Company-Selected Measure is Adjusted EBITDA, a non-GAAP financial measure. See Annex A — Non-GAAP Financial Measures for additional information regarding Adjusted EBITDA, including how Adjusted EBITDA is calculated from the Company’s financial statements.

Relationship between Pay and Performance

The following graphs illustrate the relationship of CAP to our PEO and non-PEO NEOs in 2020, 2021, 2022, 2023 and 2024 to (1) total shareholder return of both the Company and the Dow Jones U.S. Healthcare Index, (2) net income (loss), and (3) the Company’s Adjusted EBITDA. For additional information illustrating the Company relationship between the pay for our PEO and non-PEO NEOs and our overall company performance, please see the Compensation Discussion and Analysis beginning on page 44.

Listed below, in no specific order, are the performance measures which in our assessment represent the most important measures we used to link compensation actually paid to our NEOs for 2024 to the Company’s performance:

Adjusted EBITDA

Cumulative Consolidated Adjusted EBITDA Growth

Net Revenues

Consolidated Adjusted EBITDA Margin Improvement

Adjusted (Loss) Earnings per Share

See the Compensation Discussion and Analysis above, including under “Annual Cash Incentive Compensation” and “Long-Term Incentives,” for additional information regarding how we utilized these performance measures in connection with determining compensation paid to our NEOs in 2024. In addition, Adjusted EBITDA, Cumulative Consolidated Adjusted EBITDA Growth, Consolidated Adjusted EBITDA Margin Improvement and Adjusted (Loss) Earnings per Share are non-GAAP financial measures. For additional information regarding Adjusted EBITDA and Adjusted (Loss) Earnings per Share, see Annex A.

PROPOSAL 3 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMMUNITY HEALTH SYSTEMS, INC. 2009 STOCK OPTION AND AWARD PLAN (AS PREVIOUSLY AMENDED AND RESTATED), WHICH WAS APPROVED BY THE BOARD ON MARCH 12, 2025 (SUBJECT TO STOCKHOLDER APPROVAL)

General

The Board proposes that our stockholders approve the amendment and restatement of our 2009 Stock Option and Award Plan as previously amended and restated (the “2009 Plan”) which, upon recommendation of the Compensation Committee, was approved by the Board on March 12, 2025, subject to stockholder approval at the Annual Meeting. Our Board is seeking stockholder approval of the amendment and restatement of the 2009 Plan in accordance with the rules of the NYSE.

This proposed amendment and restatement of the 2009 Plan (the “Amended and Restated 2009 Plan”) would increase the number of shares available for awards by 7,000,000. Prior to giving effect to this amendment and restatement, 994,922 shares of our Common Stock were available for issuance as of March 3, 2025 under the 2009 Plan (after giving effect to the grant of awards as part of our annual equity grant process which have been made with a grant date of March 1, 2025 (the “2025 Annual Equity Grants”). Accordingly, if this proposal is approved by our stockholders, there would be 7,994,922 shares of our Common Stock available for issuance under the Amended and Restated 2009 Plan, less any shares subject to awards granted after March 3, 2025.

The Amended and Restated 2009 Plan (like the 2009 Plan) provides that in the event any awards are made in the form of “full-value awards” (including restricted stock, restricted stock units, share-settled performance awards, and other full-value share awards), such awards will reduce the number of shares available under the Amended and Restated 2009 Plan by 1.20 shares for each share awarded.

For a summary of significant terms of the Amended and Restated 2009 Plan, see below under “Summary of Amended and Restated 2009 Plan.” Our Board of Directors initially adopted the 2009 Plan in March 2009, and our stockholders approved the 2009 Plan in May 2009, at the 2009 annual meeting of stockholders. Our Board of Directors subsequently adopted an amended and restated 2009 Plan in each of March 2011, 2013, 2014, 2016, 2018, 2020, 2021 and 2023. In each case, the stockholders approved the amended and restated 2009 Plan at the next annual meeting of stockholders the following May. The 2009 Plan provides, and the Amended and Restated 2009 Plan would provide, for the grant of stock options (including incentive stock options intended to qualify under Section 422 of the IRC and stock options which do not so qualify), stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units, and other share awards.

The Board believes that the Amended and Restated 2009 Plan is necessary to continue to enable the Company to attract, motivate and retain officers, employees, directors and consultants with appropriate experience and to increase the grantees’ alignment of interest with the stockholders. Based on the Company’s recent grant practices, the requested increase in the number of shares available for options and awards under the Amended and Restated 2009 Plan is expected to provide the Company with enough shares to make equity grants to its officers, employees and directors of the Company through our annual equity grants anticipated to be made or around March 2026. However, the requested increase in the number of shares available for options and awards under the Amended and Restated 2009 Plan may last for a shorter or longer period of time depending on various factors, such as the number of grant recipients, future grant practices, our stock price, and forfeiture rates.

Unless the Amended and Restated 2009 Plan is approved by the stockholders of the Company, the remaining shares available for grant under the 2009 Plan may be significantly less than what will be needed to grant awards in connection with our annual equity grants anticipated to be made on or around March 2026 to officers, employees and directors of the Company consistent with our compensation philosophy and historic grant practices. If the Company’s stockholders do not approve the Amended and

Restated 2009 Plan, compensatory grants may continue to be made under the 2009 Plan only to the extent that shares of Common Stock remain available for grant under the 2009 Plan. The 2009 Plan is the only plan under which we are currently authorized to make equity awards.

Historical Share Usage and Overhang

We manage our long-term dilution by considering the number of shares subject to equity awards that we grant annually in proportion to the Company’s outstanding shares, referred to as burn rate. Burn rate is a key measure of dilution that shows the percentage of a company’s outstanding shares that are granted pursuant to equity awards in a given year; it does not take into account cancellations and other shares returned to the reserve under the 2009 Plan. We believe our historical share utilization rate has been prudent and mindful of stockholder interests.

The following table sets forth information regarding awards granted in each of the years ended December 31, 2024, 2023 and 2022, respectively, and the corresponding gross burn rate (which does not take into account award cancellations under the 2009 Plan).

(1) Represents the number of full-value awards of performance-based restricted stock granted to employees and officers during the applicable fiscal year, with such performance-based restricted stock awards being valued for purposes of the chart set forth above at the target (100%) performance level at the time of grant. Exclusive of those awards which were forfeited or cancelled, the performance-based restricted stock awards approved in February 2022 with a performance period from January 1, 2022 to December 31, 2024, ultimately vested to our CEO and our CFO at 16.8% of the target number of shares originally granted and for all other Executive Officers at 21% of the target number of shares originally granted in March 2022, as noted above.

(2) Represents the number of full-value awards of time-based restricted stock granted to employees and officers and time-based restricted stock units granted to non-management directors during the applicable fiscal year.

(3) Burn rate is calculated as (A) the number of options granted, plus (B) the number of full-value shares awarded, divided by (C) the weighted average common shares outstanding.

In addition, from January 1, 2025 through March 1, 2025 (taking into account the 2025 Annual Equity Grants), the Company granted 806,000 options, 1,215,000 performance-based restricted stock awards, and 2,198,413 time-based awards (comprised of time-based restricted stock awards granted to employees and officers, and time-based restricted stock unit awards granted to non-management directors). Since March 1, 2025, through the date of this Proxy Statement, the Company has not approved or granted any additional equity awards.

An additional metric that we use to measure the cumulative impact of our equity program is potential overhang which measures the potential dilutive effect of all outstanding equity awards and shares available for future grants. We calculate overhang as (A) the total number of shares subject to outstanding equity awards (valuing all unvested performance-based awards at the target (100%)

performance level), plus (B) the number of shares available for grant, divided by (C) the total common shares outstanding plus A plus B. The Company’s overhang as of March 1, 2025 (after giving effect to the 2025 Annual Equity Grants) was 9.7%. If the additional 7,000,000 shares under the Amended and Restated 2009 Plan are included in the calculation (i.e., assuming that the Company’s stockholders approve the Amended and Restated 2009 Plan), the Company’s overhang as of such date would be 13.6%.

The chart below sets forth certain information related to our overhang, and our outstanding equity awards and Common Stock, as of March 3, 2025 (after giving effect to the 2025 Annual Equity Grants).

(1) Such performance-based restricted stock is reflected in the chart above at the target (100%) performance level. The performance-based restricted stock vests at a maximum 200% performance level.

(2) As noted above, a fungible share ratio of 1.20 applies to full-value awards made under the 2009 Plan and the Amended and Restated 2009 Plan.

In determining to adopt the Amended and Restated 2009 Plan and to recommend the Amended and Restated 2009 Plan to our stockholders, the Board considered various factors, including the importance of being able to offer an appropriate level of equity-based compensation in order to attract, retain, and reward employees, executive officers, and non-employee directors, the provisions included in the Amended and Restated 2009 Plan, our historic grant practices (including our historic burn rate), our anticipated grant practices (including our anticipated burn rate), our current overhang and potential overhang if the Amended and Restated 2009 Plan is approved by our stockholders, the current and future accounting expense associated with our equity award practices, and the influence and guidelines of certain proxy advisory firms.

Significant Changes to 2009 Plan

The Amended and Restated 2009 Plan, if approved by our stockholders, would include the following significant changes in comparison to the 2009 Plan:

• 7,994,922 shares of our Common Stock would be available for issuance under the Amended and Restated 2009 Plan (after giving effect to the 2025 Annual Equity Grants, but less any shares subject to awards granted after March 3, 2025), which reflects an increase of 7,000,000 shares in comparison to the 2009 Plan.

• The term of the Amended and Restated 2009 Plan would end on March 11, 2035, whereas the term of the 2009 Plan currently ends on March 21, 2033.

The Amended and Restated 2009 Plan, if approved by our stockholders, would also make certain other revisions to the existing 2009 Plan, including technical, ministerial and conforming changes.

Summary of Amended and Restated 2009 Plan

The following is a summary of the significant terms of the Amended and Restated 2009 Plan. The summary is qualified in its entirety by reference to the full text of the Amended and Restated 2009 Plan, a copy of which is attached to this Proxy Statement as Annex B.

Plan Highlights

• Shares Available for Grant. 7,994,922 shares of our Common Stock would be available for issuance under the Amended and Restated 2009 Plan (after giving effect to the 2025 Annual Equity Grants, but less any shares subject to awards granted after March 3, 2025), which reflects an increase of 7,000,000 shares in comparison to the 2009 Plan.

• Variety of Equity Award Types. The Amended and Restated 2009 Plan would provide for the grant of a variety of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units, and other share awards, to provide the Company flexibility to structure appropriate incentives and respond to ongoing changes in the marketplace.

• No Evergreen Provision. The Amended and Restated 2009 Plan does not contain any “evergreen” provision, such that stockholder approval would be required for future increases in the available number of shares under the Amended and Restated 2009 Plan.

• Independent Committee. Administered by the Compensation Committee, which is composed entirely of “independent directors” within the meaning of NYSE independence requirements, and “non-employee directors” as defined in Rule 16b-3 under the Exchange Act.

• Fungible Share Ratio. Full-value awards (including restricted stock, restricted stock units, share-settled performance awards, and other share awards) count against the maximum share limit as 1.20 shares for every one share subject to an award.

• Expiration Date. Awards may not be made after March 11, 2035, and the exercise term of stock options and stock appreciation rights may be no more than 10 years from the grant date.

• No Repricing. No repricing of “underwater” stock options and stock appreciation rights (including any such action that would be treated as a repricing under NYSE rules) without stockholder approval.

• No Discounted Stock Options and SARs. Other than in connection with any change in the Company’s capitalization, neither the exercise price of an option nor the grant price of a stock appreciation right may be less than the fair market value of our stock on the grant date.

• Dividends and Dividend Equivalents. No dividends or dividend equivalent rights will be paid with respect to restricted stock awards or restricted stock unit awards that do not vest, and no dividend equivalent rights will be paid with respect to unexercised stock options or unexercised stock appreciation rights.

• Minimum One-Year Vesting Period. No portion of any award granted will vest prior to one year from the grant date (subject to limited exceptions, including an exception for grants of awards constituting up to 5% of the awards authorized under the Amended and Restated 2009 Plan).

• No Liberal Share Recycling. No “liberal share recycling” methods (i.e., the following shares will not again become available for awards under the Amended and Restated 2009 Plan): (i) shares withheld to pay taxes on any award, (ii) the excess of the number of shares subject to any stock-settled stock appreciation rights over the number of shares actually issued in settlement thereof, (iii) shares tendered to pay for option exercise prices or withholding taxes, and (iv) shares purchased on the open market using option exercise proceeds.

• No Liberal Change of Control Definition. No “liberal change of control” definitions, such as permitting acceleration of equity awards prior to consummation of a change of control transaction (e.g., mere announcement or commencement of a tender or exchange offer).

• Recoupment. All awards under the Amended and Restated 2009 Plan will be subject to forfeiture or other clawback to the extent provided in our Amended and Restated Clawback Policy (as it may be amended from time to time).

• Limit on Non-Management Director Equity Awards. Annual grant date fair value limit on equity awards which may be granted to any non-management directors in any calendar year.

Purpose

The purpose of the Amended and Restated 2009 Plan (like the 2009 Plan) would be to provide the Company with a market competitive tool to attract, motivate, and retain employees, officers, consultants and directors to successfully execute our business strategy.

Administration

The Amended and Restated 2009 Plan (like the 2009 Plan) would be administered by the Compensation Committee. The Compensation Committee would have the authority under the Amended and Restated 2009 Plan, among other things, to select the individuals to whom awards will be granted, to determine the type, size, purchase price and other terms and conditions of awards, and to construe and interpret the plan and any awards granted under the plan. Furthermore, except with respect to grantees who are subject to Section 16 of the Exchange Act, the Compensation Committee would be entitled to generally delegate to one or more officers of the Company the authority to grant awards and/or to determine the number of shares subject to each such award, provided such delegation is made in accordance with the Delaware General Corporation Law. All decisions and determinations by the Compensation Committee in the exercise of its power are final, binding and conclusive.

Eligible Individuals

Generally, officers, employees, directors and consultants of the Company or any of our subsidiaries would be eligible to participate in the Amended and Restated 2009 Plan, subject to the discretion of the Compensation Committee. As of March 12, 2025, approximately 59,000 employees (including the Company’s executive officers as disclosed herein) and directors (on a collective basis) were eligible to participate in the 2009 Plan. In addition, while the Company utilizes the services of consultants, the Company has not historically made grants to its consultants under the 2009 Plan, and at this time does not foresee changing this practice in connection with the Amended and Restated 2009 Plan (if approved by the stockholders of the Company).

Shares Subject to Plan

Prior to the amendment and restatement of the 2009 Plan in March 2025, approximately 994,922 shares of our Common Stock remained available for grants under the 2009 Plan as of March 3, 2025 (which gives effect to the 2025 Annual Equity Grants). The Board of Directors amended and restated the plan as reflected in the Amended and Restated 2009 Plan effective March 12, 2025 (the “Restatement Effective Date”), subject to the approval of the Amended and Restated 2009 Plan by our stockholders. The Amended and Restated 2009 Plan would increase the number of shares available for such grants by an additional 7,000,000 shares. Thus, subject to the approval of our stockholders, the Amended and Restated 2009 Plan would have available a total of approximately 7,994,922 shares for future grants (after giving effect to the 2025 Annual Equity Grants), less any shares subject to awards granted after March 3, 2025. The share reserve set forth above is a limit on the number of shares that may be issued pursuant to awards under the Amended and Restated 2009 Plan, and does not limit the granting of awards, except that the Company will keep available at all times the number of shares reasonably required to satisfy the Company’s obligation to issue shares pursuant to awards under the Amended and Restated 2009 Plan.

The Amended and Restated 2009 Plan provides that, in the event any awards are made in the form of “full-value awards” (including restricted stock, restricted stock units, share-settled performance awards, and other share awards), such awards will reduce the number of shares available under the Amended and Restated 2009 Plan by 1.20 shares for every one share subject to an award. The Amended and Restated 2009 Plan also provides that, in no event will any member of our Board of Directors who is not also an employee of the Company or a subsidiary of the Company, receive a grant of awards with an aggregate grant date fair value in excess of $800,000 in any calendar year for service as a non-employee director. In addition, no more than 2,000,000 shares may be issued upon the exercise of incentive stock options under the plan.

Generally, the Amended and Restated 2009 Plan provides that shares subject to awards that expire, are canceled, are settled for cash, are forfeited, or otherwise terminate for any reason without having been exercised or without payment having been made in respect of the award (or any portion thereof) will again be available for issuance under the Amended and Restated 2009 Plan; however, the Amended and Restated 2009 Plan provides that, with regard to shares that are subject to awards made in the form of “full-value awards” (including restricted stock, restricted stock units, share-settled performance awards, and other share awards) for each share that is cancelled, forfeited, settled in cash or otherwise terminated, 1.20 shares may again be the subject of awards under the plan. Notwithstanding the foregoing, the following shares will not again became available for awards under the plan: (1) shares withheld to pay taxes on any award, (2) the excess of the number of shares subject to any stock-settled stock appreciation rights over the number of shares actually issued in settlement thereof, (3) shares tendered to pay for option exercise prices or withholding taxes, and (4) shares purchased by the Company on the open market using option exercise proceeds. Further, awards may be assumed or granted in connection with or following a merger or acquisition involving the Company or its subsidiaries to the extent permitted by Section 303A.08 of the NYSE Listed Company Manual (“Substitute Awards”), and any such Substitute Awards would not reduce the number of shares available under the Amended and Restated 2009 Plan. In the event of any increase or reduction in the number of shares, or any change (including a change in value) in the shares or an exchange of shares for a different number or kind of shares of the Company or another corporation by reason of, among other things, a recapitalization, merger, reorganization, spin-off, split-up, stock dividend, stock split, extraordinary cash dividend (but excluding normal cash dividends), equity restructuring (as defined under FASB ASC Topic 718) or similar transaction or event, the Compensation Committee will appropriately adjust the maximum number and class of Common Stock issuable under the plan, the number of shares of Common Stock or other securities which are subject to outstanding awards, and/or the exercise price applicable to any of such outstanding awards.

No portion of any award under the Amended and Restated 2009 Plan will vest prior to one year from the date of grant; provided, however, that this minimum vesting requirement will not apply to (i) any vesting in connection with any death, disability, termination of employment or service without cause or for good reason, or a change in control, or (ii) any awards granted up to a maximum of five percent of the shares authorized for issuance under the plan. For purposes of this limitation, any award made to a non-management director with a vesting period at least equal to the period from the annual stockholders’ meeting at which the award is granted to the next annual stockholders’ meeting (provided that such annual meetings are at least fifty weeks apart) shall be considered to have a vesting period of at least one year.

Types of Awards Available

Stock Options

The Compensation Committee may grant both non-qualified stock options and incentive stock options within the meaning of Section 422 of the IRC, the terms and conditions of which will be set forth in an option agreement; provided, however, that incentive stock options may only be granted to eligible individuals who are employees of the Company or its subsidiaries. Subject to the limitations set forth in the first paragraph above under “Shares Subject to Plan,” the Compensation Committee has discretion in determining the number of shares that are to be subject to options granted under the Amended and Restated 2009 Plan and whether any such options are to be incentive stock options or non-qualified stock options.

The exercise price of any option granted under the Amended and Restated 2009 Plan will be determined by the Compensation Committee. However, the exercise price of any option granted under the Amended and Restated 2009 Plan may not be less than the fair market value of a share of our Common Stock on the date of grant (or in the case of an incentive stock option granted to a 10% stockholder, 110% of the fair market value of a share of our Common Stock on the date of grant). The Amended and Restated 2009 Plan provides that the fair market value of a share of our Common Stock on any date generally will be the closing sales price of a share of such Common Stock as reported by the NYSE on that date. The determination of “Fair Market Value” for purposes of income tax withholding may be made in the Compensation Committee’s discretion subject to applicable legal requirements and is not required to be consistent with the determination of Fair Market Value for other purposes.

The duration of any option granted under the Amended and Restated 2009 Plan would be determined by the Compensation Committee. Generally, however, no option would be permitted to be exercised more than ten (10) years from the date of grant (or, in the case of an incentive stock optioned granted to a 10% stockholder, five (5) years from the date of grant).

Stock Appreciation Rights

Under the Amended and Restated 2009 Plan, the Compensation Committee would be entitled to grant stock appreciation rights either alone or in conjunction with a grant of an option. In conjunction with an option, a stock appreciation right may be granted either at the time of grant of the option or at any time thereafter during the term of the option, and will generally cover the same shares covered by the option and be subject to the same terms and conditions as the related option. In addition, a stock appreciation right granted in conjunction with an option may be exercised at such time and only to the extent that the related option is exercisable. Any exercise of stock appreciation rights would result in a corresponding reduction in the number of shares available under the related option. In the event that the related option is exercised instead, a corresponding reduction in the number of shares available under the stock appreciation right would occur.

Under the Amended and Restated 2009 Plan, upon exercise of a stock appreciation right, a grantee would generally receive a payment equal to the excess of the fair market value of a share of our Common

Stock on the date of the exercise of the right over the per share grant price with respect to such stock appreciation right, multiplied by the number of shares with respect to which the stock appreciation right is being exercised.

The Amended and Restated 2009 Plan provides that a stock appreciation right may be granted at any time and may be exercised upon such terms and conditions as the Compensation Committee, in its sole discretion, imposes on the stock appreciation right. However, the stock appreciation right may not have a duration that exceeds ten (10) years from the grant date. The Amended and Restated 2009 Plan provides that the Compensation Committee would set the grant price of a stock appreciation right granted independent of an option on the grant date, and such value may not be lower than the fair market value of a share of our Common Stock on the grant date. The grant price of a stock appreciation right granted in conjunction with an option will equal the option price of the related option.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units may be awarded under the Amended and Restated 2009 Plan, which will be evidenced by a restricted stock or restricted stock unit agreement, as applicable, containing such restrictions, terms and conditions as the Compensation Committee may, in its discretion, determine.

Shares of restricted stock will be issued in the grantee’s name in book entry form as soon as reasonably practicable after the award is made, provided that, to the extent required by the award agreement and/or the Compensation Committee, the grantee has executed the restricted stock agreement (including via electronic signature) and followed such other procedures and/or executed such other documentation as may be required by the award agreement and/or the Compensation Committee. Unless otherwise determined by the Compensation Committee and as set forth in the award agreement, the grantee will have all of the rights of a stockholder with respect to such shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect to the shares, provided that, any such dividends will be paid only upon the vesting of the underlying restricted shares, and to the extent that any shares of restricted stock are forfeited, any dividends payable in respect of such restricted stock shall also be forfeited.

The Compensation Committee may also grant restricted stock units, each of which represents an unfunded and unsecured promise to deliver shares, cash, or other property subject to certain restrictions. At the time of grant, the Compensation Committee may provide for dividend equivalent rights with respect to an award of restricted stock units, provided that no dividend equivalent rights may be paid except to the extent the underlying restricted stock unit is paid or settled.

Restrictions on restricted stock and restricted share units awarded under the Amended and Restated 2009 Plan will lapse at such time and on such terms and conditions as the Compensation Committee may determine (which may include the occurrence of a change in control of the Company), which restrictions will be set forth in the award agreement.

The Amended and Restated 2009 Plan provides that the Committee or the award agreement may provide for the settlement of restricted stock units in cash, or with shares of Common Stock or other property have a fair market value equal to the payment to which the grantee is entitled.

Performance Units and Performance Shares

The Amended and Restated 2009 Plan provides that the Compensation Committee may grant performance units and performance shares subject to the terms and conditions determined by the Compensation Committee in its discretion and set forth in the agreement evidencing the grant.

A performance unit represents, upon attaining certain performance goals, a grantee’s right to receive a payment generally equal to (i) the fair market value of a share of our Common Stock determined on the date the performance unit was granted, the date the performance unit became vested or any other date specified by the Compensation Committee or set forth in the award agreement, or (ii) a percentage (which may be more than 100%) of the amount described in (i) above depending on the level of the performance goal attained. Each agreement evidencing a grant of a performance unit will specify the number of performance units to which it relates, the performance goals which must be satisfied in order for performance units to vest and the performance cycle within which such performance goals must be satisfied. At the time of grant, the Compensation Committee may provide for dividend equivalent rights with respect to an award of performance units, provided that no dividend equivalent rights may be paid except to the extent the underlying performance unit is paid or settled.

The Compensation Committee must establish the performance goals to be attained in respect of the performance units, the various percentages of performance unit value to be paid out upon the attainment, in whole or in part, of the performance goals and such other performance unit terms, conditions and restrictions as the Compensation Committee deems appropriate. Payment in respect of vested performance units will generally be made as soon as practicable after the last day of the performance cycle to which the award relates following the determination of the attainment of the performance objectives for such performance cycle. Payments may be made entirely in shares of our Common Stock valued at fair market value, entirely in cash, or in such combination of shares and cash as award agreement may provide or the Compensation Committee may determine in its discretion.

Performance shares are subject to the same terms as described with respect to restricted stock (described above), except that the Compensation Committee will establish the performance goals to be attained in respect of the performance shares, the various percentages of performance shares to be paid out upon attainment, in whole or in part, of the performance goals and such other performance share terms, conditions and restrictions as the Compensation Committee deems appropriate.

The Amended and Restated 2009 Plan provides that performance objectives established by the Compensation Committee for performance unit or performance share awards may be expressed in terms of (i) earnings per share, (ii) net revenue, (iii) EBITDA or adjusted EBITDA, (iv) share price, (v) pre-tax profits, (vi) net earnings, (vii) return on equity or assets, (viii) operating income, (ix) EBITDA or adjusted EBITDA margin, (x) EBITDA or adjusted EBITDA margin improvement, (xi) bad debt expense, (xii) cash receipts, (xiii) uncompensated care expense, (xiv) days in net revenue in net patient accounts receivable, (xv) gross income, (xvi) net income (before or after taxes), (xvii) cash flow, (xviii) gross profit, (xix) gross profit return on investment, (xx) gross margin return on investment, (xxi) gross margin, (xxii) operating margin, (xxiii) working capital, (xxiv) earnings before interest and taxes, (xxv) return on capital, (xxvi) return on invested capital, (xxvii) net revenue or Adjusted EBITDA growth, (xxviii) annual recurring revenues, (xxix) recurring revenues, (xxx) total shareholder return, (xxxi) economic value added, (xxxii) specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Compensation Committee in its sole discretion, (xxxiii) reduction in operating expenses, (xxxiv) same-store financial metrics in relation to any of the foregoing, (xxxv) any combination of the foregoing, (xxxvi) individual performance criteria, or (xxxvii) any other quantitative or qualitative performance measures as may be determined by the Compensation Committee in its discretion. Performance objectives may be in respect of the performance of the Company or any of our subsidiaries or divisions or any combination thereof. Performance objectives may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The Compensation Committee may provide for the manner in which performance will be measured against the performance objectives (or may adjust the performance objectives) to reflect the impact of specified corporate transactions, accounting or tax law changes, other extraordinary, unusual or nonrecurring events, and such other matters that the Compensation Committee determines is consistent with the intent of the performance award.

Other Share-Based Awards

The Amended and Restated 2009 Plan provides that the Committee may grant other share awards, which shall consist of any right that is (i) not an award of stock options, stock appreciation rights, restricted stock or restricted stock units, or a performance award, and (ii) an award of shares of common stock or an award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock, as determined by the Compensation Committee to be consistent with the purposes of the Amended and Restated 2009 Plan. The Compensation Committee may approve such awards to grantees as additional compensation for service to the Company or any of its subsidiaries or in lieu of cash or other compensation to which grantees have become entitled.

No Repricing of Options or Stock Appreciation Rights

Except in connection with corporate transactions involving the Company (such as a stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), neither the Board nor the Compensation Committee shall have the power to (i) lower the exercise price of an option after it is granted, (ii) lower the grant price of a stock appreciation right after it is granted, (iii) cancel an option when the exercise price thereof exceeds the fair market value of the underlying shares in exchange for cash or another award or grant substitute options with a lower exercise price than the cancelled options, (iv) cancel a stock appreciation right when the grant price exceeds the fair market value of the underlying Common Stock in exchange for cash or another award, or grant substitute stock appreciation rights with a lower grant price than the cancelled award, or (v) take any other action with respect to an option or stock appreciation right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Company’s Common Stock is traded, in each case without the approval of the Company’s stockholders.

Dividend Equivalents

The Amended and Restated 2009 Plan provides that no dividends or dividend equivalent rights will be paid in respect of awards to the extent that restrictions have not yet lapsed or the extent that such awards remain subject to vesting, and any such dividends or dividend equivalent rights shall be subject to the same restrictions and risk of forfeiture as the award to which they relate, and shall be paid only if and to the extent that the underlying awards vest. In addition, the Amended and Restated 2009 Plan provides that no dividend equivalent rights will be granted with respect to unexercised options or unexercised stock appreciation rights.

Transferability of Awards

Awards under the Amended and Restated 2009 Plan are generally not transferable, and may not otherwise be pledged or otherwise hypothecated), prior to vesting or until all restrictions have lapsed, except by will or under the laws of descent and distribution, and all rights with respect to such awards are generally exercisable only by the grantee during his or her lifetime, except that the Compensation Committee may provide that, in respect of any non-qualified stock option, the option may be transferred to the grantee’s immediate family members. In addition, the Compensation Committee may permit the non-qualified stock option to be transferred to trusts solely for the benefit of the grantee’s immediate family members and to partnerships in which the immediate family members and/or trusts are the only partners.

Certain Transactions

In the event of liquidation, dissolution, merger or consolidation of the Company, the Amended and Restated 2009 Plan and the awards issued under the plan will continue in accordance with the respective terms and any terms set forth in an agreement evidencing the award. Notwithstanding the foregoing, following any such transaction, awards will be treated as provided in the agreement entered into in connection with the transaction. If not so provided in that agreement, following any such transaction, the grantee will be entitled to receive in respect of each share of our Common Stock subject to his or her award, upon the exercise of any option or stock appreciation right or upon the payment or transfer related to any other award, the same number and kind of stock, securities, cash, property, or other consideration that each holder of a share of Common Stock was entitled to receive in the transaction in respect of such share. The stock, securities, cash, property, or other consideration will remain subject to all of the conditions, restrictions and performance criteria which were applicable to the award prior to the transaction.

Change in Control

The Amended and Restated 2009 Plan provides that, notwithstanding any other provision in the plan to the contrary, in the event of a change in control of the Company, awards will be treated as follows (except to the extent an award agreement provides otherwise): (a) if the successor entity assumes, continues, or replaces the awards (upon equivalent or more favorable terms, as described in the plan), then the awards will not accelerate and will continue; and (b) if the awards are not assumed, continued, or replaced, then they will immediately, upon the consummation of the change in control, accelerate and the excess value thereof will be paid in any combination of cash and/or property as determined by the Board of Directors in its sole discretion, with performance awards vesting and becoming payable at target performance levels. In the event that awards are assumed in connection with a change in control of the Company and a grantee’s employment, or other service providing capacity, is terminated by the Company or any of its subsidiaries or successors (except for cause) or by the grantee for good reason, within two years of the consummation of the change in control, then any unvested awards continued in accordance to clause (a) above shall immediately accelerate and be paid in accordance with clause (b) applied at the time of the applicable termination. If awards were not continued in accordance with clause (a) above, the Board of Directors may, in its sole discretion, provide for cancellation of such outstanding awards at the time of the change in control in which case a payment of cash, property or a combination thereof would be made to each such grantee upon the consummation of the change in control that is determined by the Board of Directors in its sole discretion and that is at least equal to the excess (if any) of the value of the consideration that would be received in such change in control by the holders of the Company’s securities related to such awards over the exercise or purchase price (if any) for such awards (except that, in the case of an option or stock appreciation right, such payment shall be limited as necessary to present the option or stock appreciation right from being subject to tax under Code Section 409A).

Subject to certain qualifications and exceptions set forth in the Amended and Restated 2009 Plan, the plan defines a “change in control” of the Company to mean:

a. Any person (with certain exceptions) is or becomes the beneficial owner of more than fifty percent of the then outstanding voting securities of the Company;

b. The incumbent members of the Board of Directors cease for any reason to constitute a majority of the Board of Directors, treating any individual whose election or nomination for election was approved by at least two-thirds of the Board of Directors as an incumbent member of the Board of Directors, unless such individual initially assumed office as a result of an actual, threatened or settled proxy contest;

c. The consummation of a merger, consolidation, or reorganization, unless (1) the stockholders of the Company immediately prior to such transaction own at least fifty percent of the combined voting power in (A) the surviving entity (but only if another person does not beneficially own, directly or indirectly, fifty percent or more of the combined voting power of such surviving entity) or (B) the ultimate parent of such surviving entity; and (2) the individuals who were members of the incumbent Board of Directors immediately prior to the execution of the agreement providing for such transaction constitute at least a majority of the members of the board of directors of the surviving entity or its parent;

d. A complete liquidation or dissolution of the Company; or

e. The sale or other disposition of all or substantially all of the assets of the Company.

Clawbacks

The Amended and Restated 2009 Plan provides that awards under the plan will be subject to forfeiture, repayment or reimbursement by the grantee to the Company to the extent (i) set forth in any award agreement, (ii) set forth in the Company’s Amended and Restated Clawback Policy dated as of September 13, 2023, as it may be amended from time to time, or (iii) required under any applicable laws which impose mandatory recoupment, including pursuant to the Sarbanes-Oxley Act and the Dodd-Frank Clawback Requirements. The Amended and Restated 2009 Plan provides that the Company may utilize any method of recovery specified in the Policies in connection with any award recoupment required or permitted under the Policies. For a discussion of the Company’s Clawback Policy, see “Compensation Discussion and Analysis — Executive Compensation Policies — Compensation ‘Clawback’ Policy” above.

Amendment or Termination

In the event that the Amended and Restated 2009 Plan is approved by our stockholders, the Amended and Restated 2009 Plan would terminate on March 11, 2035 (the “Expiration Date”), which is the day preceding the tenth anniversary of the Board of Director’s approval of the Amended and Restated 2009 Plan effective as of the Restatement Effective Date, and no award may be granted after the Expiration Date. The Amended and Restated 2009 Plan provides that, subject to such stockholder approval, the Amended and Restated 2009 Plan would amend and restate the 2009 Plan.

In addition, the Amended and Restated 2009 Plan provides that our Board of Directors may sooner terminate the plan and may amend, modify or suspend the plan at any time or from time to time. However, no amendment, suspension or termination may impair or materially and adversely alter the rights of an optionee or grantee with respect to awards granted prior to such action, or deprive an optionee or grantee of any shares which may have been acquired under the plan, unless his or her written consent is obtained. The Amended and Restated 2009 Plan provides that, to the extent necessary under any applicable law, regulation or exchange requirement with which the Compensation Committee determines it is necessary or desirable for the Company to comply, no amendment will be effective unless approved by our stockholders in accordance with such applicable law, regulation or exchange requirement. In addition, the Amended and Restated 2009 Plan provides that no option or stock appreciation right will be repriced without stockholder approval.

The Amended and Restated 2009 Plan provides that the Committee may approve amendments to any award agreement; provided, however, that no modification of an agreement evidencing an award may materially and adversely alter or impair any rights or obligations under the award unless the consent of the grantee is obtained.

No Additional Rights

An optionee does not have any rights as a stockholder of the Company with respect to any shares of our Common Stock issuable upon exercise of an option generally until the Company issues and delivers shares to the optionee, a securities broker acting on behalf of the optionee or other nominee of the optionee.

Certain U.S. Federal Income Tax Consequences

The following is a brief summary of certain U.S. federal income tax aspects of awards under the Amended and Restated 2009 Plan based upon the U.S. federal income tax laws in effect on the date hereof. This summary is not intended to be exhaustive and the exact tax consequences to any grantee will depend upon his or her particular circumstances and other factors. This discussion does not address the effects of other U.S. federal taxes or taxes imposed under state, local or foreign tax laws. Grantees under the plan are urged to consult a tax advisor as to the tax consequences of participation in the plan. The Amended and Restated 2009 Plan is not intended to be a “qualified plan” under Section 401(a) of the IRC or otherwise subject to the requirements of the Employee Retirement Income Security Act of 1974.

Stock Options

The grant of a stock option with an exercise price equal to the fair market value of the Common Stock on the date of grant is generally not a taxable event to the grantee. A grantee will not recognize taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply). Upon the exercise of a nonqualified stock option, a grantee will recognize ordinary compensation income to the extent that the fair market value of the Common Stock acquired pursuant to the exercise of the stock option, as of the exercise date, is greater than the exercise price of the stock option. Any income recognized by the grantee as a result of the exercise of a nonqualified stock option will be ordinary compensation income and will be subject to income and employment tax withholding at the time the Common Stock is acquired.

Sale of Common Stock

The sale or other taxable disposition of Common Stock acquired upon the exercise of a stock option generally will be a taxable event to the grantee. In general, the grantee selling such Common Stock will recognize gain or loss equal to the difference between the amount realized by the grantee upon such sale or disposition and the grantee’s adjusted tax basis in such Common Stock. The grantee’s adjusted tax basis in Common Stock purchased upon exercise of a stock option generally will be the exercise price paid for such Common Stock plus the amount, if any, of ordinary income recognized in connection with the exercise of the option. If a grantee exercises an incentive stock option and disposes of any of the shares of Common Stock acquired upon such exercise before the end of two years from the date of grant of the incentive stock option and one year from the date of exercise of the option, a portion of the grantee’s gain on the sale of Common Stock will be characterized as ordinary income in an amount equal to the difference between (i) the fair market value of the Common Stock on the date of exercise of the incentive stock option (or, if less, the amount realized upon the disposition of the Common Stock), and (ii) the exercise price of the incentive stock option.

Except as described above for Common Stock acquired by exercise of an incentive stock option for which the required holding periods have not been met, any gain or loss resulting from a sale or disposition of Common Stock obtained by the grantee through the exercise of an option generally will be taxed as capital gain or loss. This gain or loss will be treated as long-term capital gain or loss if at the time of any such sale or disposition the grantee has held the Common Stock for more than one year. The time that a grantee holds a stock option is not taken into account for purposes of determining whether the grantee has held the Common Stock received upon exercise of that option for more than one year. Long-term capital gains of individuals are currently subject to tax at preferential rates. In addition, there are limits on the deductibility of capital losses by the grantee.

Stock Appreciation Rights

The grant of a stock appreciation right with a grant price at least equal to the fair market value of the Common Stock to which it relates on the date of grant is generally not a taxable event to the grantee. Upon exercise of a stock appreciation right, the grantee will recognize ordinary income in an amount equal to the fair market value of the Common Stock (or cash, if applicable) received upon exercise of the stock appreciation right. Upon the subsequent sale or other taxable disposition of any Common Stock acquired through the exercise of a stock appreciation right, the grantee generally will recognize capital gain or loss as described above under “Sale of Common Stock.” For this purpose, the grantee’s adjusted tax basis in the Common Stock generally is the fair market value of the Common Stock received upon exercise of the stock appreciation right at the time of such exercise.

Other Equity-Based Awards

A grantee who receives a grant of any equity-based award (other than an option or stock appreciation right) that is not subject to any vesting or forfeiture restrictions, generally will recognize ordinary income at the time of grant (or, if later, the time of payment in case of stock units and similar awards) equal to the fair market value of the Common Stock or the amount of cash received. If such equity-based award is in the form of property that is subject to vesting or other restrictions, such as a restricted stock award, the grantee would generally not recognize ordinary income until the restrictions lapse and the equity-based award becomes vested, unless the grantee makes a Section 83(b) Election (as discussed below). If the other equity-based award is in the form of a restricted stock unit or similar award that does not provide for the delivery of Common Stock or cash until a vesting condition has been satisfied or otherwise at some later date, the grantee would not generally recognize ordinary income until the date the vesting condition is satisfied and the Common Stock or cash has been made available to the grantee. Upon the subsequent sale or other taxable disposition of any Common Stock acquired in connection with such an equity-based award, the grantee generally will recognize capital gain or loss as described under “Sale of Common Stock.” For this purpose, the grantee’s adjusted tax basis in the Common Stock generally is the fair market value of the Common Stock received in connection with the equity-based award at the time such Common Stock vests or is made available to the grantee.

Performance-Based Awards

The fair market value of any Common Stock delivered, or the amount of cash payments made, in respect of a grant of a performance-based award is taxable as ordinary income at the time the performance goals are attained and the payments (whether in cash or Common Stock) are made available to, and are transferable by, the grantee. Grantees receiving performance shares will recognize ordinary income equal to the fair market value of the Common Stock received as the performance goals are met and such shares vest, less any amount paid (if any) by the grantee for the performance shares, unless the grantee makes a Section 83(b) Election (discussed below) to be taxed at the time of the grant. A Section 83(b) Election may not be available with respect to performance units and certain other forms of performance awards. Upon the subsequent sale or other taxable disposition of any Common Stock acquired in connection with a performance-based award, the grantee generally will recognize capital gain or loss as described above under “Sale of Common Stock.” For this purpose, the grantee’s adjusted tax basis in the Common Stock generally is the fair market value of the Common Stock received in connection with the performance-based award at the time such Common Stock vests or is made available to the grantee.

Section 83(b) Considerations

Pursuant to Section 83(b) of the IRC, a grantee may elect (a “Section 83(b) Election”) to recognize ordinary income at the time of the receipt of an award of restricted shares (including as a performance award) in an amount equal to the fair market value of the Common Stock subject to the award, less the amount paid (if any) for such Common Stock. A Section 83(b) Election must be made no later than 30 days following the grant of the award to which it relates. If a Section 83(b) Election is made in a timely manner, the grantee will not recognize any additional income when the award to which such election relates becomes vested and transferable. A Section 83(b) Election may be disadvantageous, however, if the shares of Common Stock to which the election relates decreases in value following their grant or if the grantee ultimately forfeits such shares.

Income Tax Effects for the Company

The Company generally will be entitled to a tax deduction related to awards granted under the Amended and Restated 2009 Plan in an amount equal to the ordinary income realized by the applicable grantee at the time the grantee recognizes such income (for example, upon the exercise of a stock option other than an incentive stock option for which the applicable holding periods are met), subject to the limitation on deductibility under Section 162(m) of the Code.

Section 162(m)

For a discussion of the tax consequences applicable to us in connection with executive compensation pursuant to Section 162(m) of the IRC, see “Compensation Discussion and Analysis – Tax Considerations” above.

New Plan Benefits

The Amended and Restated 2009 Plan does not provide for set benefits or amounts of awards and we have not approved any awards that are conditioned on stockholder approval of the Amended and Restated 2009 Plan. Rather, the terms and number of awards to be granted under the Amended and Restated 2009 Plan following any stockholder approval of the Amended and Restated 2009 Plan are to be determined at the discretion of the Compensation Committee and/or the Board. Since no such determination regarding awards to be made under the Amended and Restated 2009 Plan have been made, the benefits that will be awarded under the Amended and Restated 2009 Plan are not currently determinable.

Equity Compensation Plan Information

The following table includes information with respect to our equity compensation plans (and any individual compensation arrangements under which our equity securities are authorized for issuance to employees or non-employees) as of December 31, 2024 (which does not take into account the annual equity grants we made in March 2025).

(1)

Represents shares of our Common Stock that may be issued pursuant to stock options granted under the 2009 Plan as of December 31, 2024.

(2)

Represents shares of our Common Stock that may be issued pursuant to non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance units, performance-based shares and other share awards under the 2009 Plan. Awards granted pursuant to the 2009 Plan as “full-value awards” (including restricted stock, restricted stock units, share-settled performance awards, and other share awards) reduce (and, if the Amended and Restated 2009 Plan is approved by our stockholders, awards granted pursuant to such plan as "full-value awards" would reduce) the number of shares available for grant under the 2009 Plan by 1.2 shares for each share subject to such award.

The affirmative vote of a majority of the shares of Common Stock entitled to vote and present in person or represented by proxy at the Meeting is necessary to approve the amendment and restatement of our 2009 Stock Option and Award Plan (as previously amended and restated), which was approved by the Board on March 12, 2025, subject to stockholder approval. Abstentions will be considered a vote against this proposal and broker non-votes will have no effect on such matter since these votes will not be considered present and entitled to vote for this purpose.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMMUNITY HEALTH SYSTEMS, INC. 2009 STOCK OPTION AND AWARD PLAN (AS PREVIOUSLY AMENDED AND RESTATED), WHICH WAS APPROVED BY THE BOARD ON MARCH 12, 2025 (SUBJECT TO STOCKHOLDER APPROVAL)