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REGIONAL HEALTH PROPERTIES, INC

For the period ended Dec 31, 2025. Filed Apr 2, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 2, 2026

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Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 1A. Risk Factors

Item 1B.Unresolved Staff Comments21
Item 1C.Cybersecurity21
Item 2.Properties22
Item 3.Legal Proceedings24
Item 4.Mine Safety Disclosures24
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6.[Reserved]25
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8.Financial Statements and Supplementary Data38
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure82
Item 9A.Controls and Procedures82
Item 9B.Other Information83
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections83
Part III
Item 10.Directors, Executive Officers and Corporate Governance84
Item 11.Executive Compensation92
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters104
Item 13.Certain Relationships and Related Transactions, and Director Independence108
Item 14.Principal Accountant Fees and Services110
Part IV
Item 15.Exhibits, Financial Statement Schedules111
Signatures125

Statement Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K (this “Annual Report”) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that do not relate to historical or current facts or matters are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expected future financial position, results of operations, cash flows, liquidity, capital resources, financing and refinancing plans, strategic and business plans, acquisition and disposition opportunities, segment performance, tenant and operator performance, projected expenses and capital expenditures, competitive position, integration of acquired businesses, and compliance with, and changes in, governmental regulations. You can identify some of the forward-looking statements by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may,” “will,” “could,” “seek” and similar expressions, although not all forward-looking statements contain these identifying words.

Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following:

changes in reimbursement rates, reimbursement methodologies and payment policies under Medicare, Medicaid and other third-party payor programs;

changes in patient acuity, payor mix, bundled payment arrangements, consolidated billing requirements and other reimbursement-related factors affecting our Healthcare Services and Pharmacy Services segments;

labor shortages, wage inflation, staffing mandates, union activity and other workforce-related pressures affecting our operated facilities, pharmacy operations and operators;

the financial condition, operating performance and rent-paying ability of our tenants;

the operating performance, working capital needs and receivables collections of our Healthcare Services and Pharmacy Services segments;

our ability to complete refinancing transactions, including with respect to the Southland facility, and our ability to obtain debt financing or other capital on acceptable terms;

our ability to generate cash and liquidity through collections, debt borrowings, asset sales, ordinary-course operations and, if needed, the sale of securities;

our ability to identify, acquire, transition, improve and operate healthcare facilities and other healthcare businesses on favorable terms, including facilities requiring operational turnaround or repositioning;

our ability to realize the anticipated benefits of the merger with SunLink Health Systems, Inc., including the successful integration of the acquired pharmacy business and other acquired operations;

competition in the markets in which we operate, including competition for residents, patients, referral relationships, labor, acquisition opportunities and pharmacy customers;

the effects of public health crises, epidemics, pandemics and other catastrophic events on our business, our operators and our facilities;

the effect of increased healthcare regulation, reimbursement oversight, survey enforcement, staffing disclosure requirements and other governmental enforcement activity on our business, our operators and our tenants;

the impact of liabilities associated with our current and former operations, including professional and general liability claims and other legal or regulatory matters;

the availability of suitable acquisition, investment, leasing and disposition opportunities and our ability to complete such transactions on favorable terms;

the market price, trading volume and liquidity of our securities, which trade on the OTCQB market, and our ability to access the capital markets;

our substantial indebtedness, rising interest rates, covenant compliance and other factors affecting our financial flexibility; and

other risks described in Part I, Item 1A, “Risk Factors,” and elsewhere in this Annual Report.

We urge you to carefully consider these risks and review the additional disclosures we make concerning risks and other factors that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Part I, Item 1A, “Risk Factors,” of this Annual Report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (“SEC”), including subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

We caution you that any forward-looking statements made in this Annual Report are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We do not intend, and we undertake no obligation, to update any forward-looking statement to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, unless required by law.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.