SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last)

(First)

(Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGIONAL HEALTH PROPERTIES, INC [ RHEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/13/2026		P		6,300	A	$1.2896	215,226	D
Common Stock⁽¹⁾	04/14/2026		P		3,511	A	$1.2969	218,737	D
Common Stock⁽¹⁾	04/22/2026		P		2,000	A	$1.43	220,737	D
Common Stock⁽¹⁾	04/13/2026		P		100	A	$1.21	108,491	I	By The Radoff Family Foundation⁽²⁾
Common Stock⁽¹⁾	04/22/2026		P		500	A	$1.4	108,991	I	By The Radoff Family Foundation⁽²⁾
Common Stock⁽¹⁾	04/27/2026		P		1,000	A	$1.4	109,991	I	By The Radoff Family Foundation⁽²⁾
Common Stock⁽¹⁾	04/29/2026		P		1,009	A	$1.4241	111,000	I	By The Radoff Family Foundation⁽²⁾
Common Stock⁽¹⁾	06/05/2026		S		5,000	D	$1.15	106,000	I	By The Radoff Family Foundation⁽²⁾
Common Stock⁽¹⁾	06/15/2026		S		100	D	$1.06	105,900	I	By The Radoff Family Foundation⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock⁽¹⁾	⁽³⁾	04/14/2026		P		600		⁽³⁾	⁽³⁾	Common Stock	226	$2.1291	170,263	D
Series D Preferred Stock⁽¹⁾	⁽³⁾	04/15/2026		P		1,000		⁽³⁾	⁽³⁾	Common Stock	377	$2.2009	171,263	D

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last)

(First)

(Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Radoff Family Foundation

(Last)

(First)

(Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 1

Explanation of Responses:

1. This Form 4 is filed jointly by The Radoff Family Foundation ("Radoff Foundation") and Bradley L. Radoff (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, no par value (the "Common Stock"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Represents securities owned directly by Radoff Foundation. Mr. Radoff, as a director of Radoff Foundation, may be deemed the beneficial owner of the securities owned by Radoff Foundation; however, Mr. Radoff does not have any pecuniary interest in the securities owned by Radoff Foundation.

3. The Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the "Series D Preferred Stock") is convertible at any time at the option of the holder into a number of shares of Common Stock at a conversion ratio equal to 1.1330 shares of Common Stock for every three shares of Series D Preferred Stock, subject to adjustment as provided in the Issuer's articles of amendment. Under the Issuer's articles of amendment, the Series D Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such conversion. The Series D Preferred Stock has no expiration date.

	/s/Bradley L. Radoff	08/04/2026
	The Radoff Family Foundation, By: /s/ Bradley L. Radoff, Director	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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