Every material Form 8-K Universal Health Services has filed with the SEC since February 27, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Universal Health Services reported third-quarter 2026 net income attributable to UHS of $308.7 million, or $5.22 per diluted share, down from $373.0 million, or $5.86 per diluted share, a year earlier. Net revenues rose 5.3% to $4.733 billion, and the company said a tentative settlement of the Cumberland Litigation drove a $26 million reserve increase, which shareholders should weigh against the higher revenue.
Q3 2026 net income attributable to UHS was $308.7 million, or $5.22 per diluted share, versus $373.0 million, or $5.86, in Q3 2025
Net revenues rose 5.3% to $4.733 billion from $4.495 billion
A $26 million pre-tax reserve increase tied to the tentative Cumberland settlement was partly offset by $47 million in favorable Medicaid supplemental payments
Repurchased 1.35 million shares for about $242.1 million in Q3; about $735.4 million remained under the authorization as of September 30, 2026
On August 20, 2026, Universal Health Services completed a public offering of $600 million of 5.500% senior secured notes due 2031 and $500 million of 6.000% senior secured notes due 2036. The notes are guaranteed by subsidiaries and secured by first-priority liens on certain assets, ranking equally with the company's senior secured credit facility and five series of existing secured notes. The filing adds $1.1 billion of secured debt, and notes that some underwriter affiliates will receive proceeds as repayment of revolving credit facility borrowings.
$600 million 5.500% senior secured notes mature September 1, 2031; callable before August 1, 2031 at par plus accrued interest and a make-whole premium.
$500 million 6.000% senior secured notes mature September 1, 2036; callable before June 1, 2036 at par plus accrued interest and a make-whole premium.
Interest is payable semi-annually on March 1 and September 1, starting March 1, 2027.
Moody's and S&P rated the notes investment grade at issuance, but the filing says collateral release conditions were not met as of that date.
Universal Health Services agreed on August 11, 2026 to sell $1.1 billion of senior secured notes through underwriters led by J.P. Morgan, BofA Securities, Truist, U.S. Bancorp and Wells Fargo. The filing says the company's revolving credit facility borrowings will be repaid from the proceeds, and it notes J.P. Morgan is also the company's financial advisor on its proposed acquisition of Talkspace, Inc.
Two tranches: $600 million of 5.500% notes due 2031 and $500 million of 6.000% notes due 2036
Notes are guaranteed on a senior secured basis by the company's subsidiary guarantors and sold under an S-3 shelf registration
Proceeds will be used in part to repay outstanding borrowings under the revolving credit facility
Underwriting agreement dated August 11, 2026; prospectus supplement filed with the SEC on August 13, 2026
Universal Health Services reported second-quarter 2026 net income attributable to UHS of $358.4 million, or $5.98 per diluted share, up from $353.2 million, or $5.43, a year earlier, on net revenues up 8.3% to $4.638 billion. The company also lowered the midpoint of its 2026 adjusted EPS forecast by 2.6% to a range of $22.28 to $23.65, which means shareholders face a lower earnings outlook than the company gave in February.
Q2 2026 net income attributable to UHS was $358.4 million, or $5.98 per diluted share, versus $5.43 a year earlier; the company reported no adjustments for the quarter.
Q2 results included a net pre-tax benefit of about $72 million: $100 million from the Florida Medicaid managed care directed payment program, less a $28 million increase to professional and general liability reserves.
Revised 2026 adjusted EPS-diluted forecast is $22.28 to $23.65 per share, down from $22.64 to $24.52 in the original forecast; the midpoint of adjusted EBITDA net of NCI fell 1.9%.
The company repurchased 1.890 million shares in Q2 2026 for about $320.3 million, with about $977.6 million of authorization remaining as of June 30, 2026.
On July 20, 2026, Universal Health Services entered a Twelfth Amendment to its credit agreement that adds a new delayed draw term loan of up to $700 million, available to draw through September 30, 2026. The loan matures 364 days after funding and is secured on an equal basis with the company's senior secured notes, so it adds potential debt for shareholders if drawn.
Up to $700 million delayed draw tranche A term loan, drawable from July 20, 2026 through September 30, 2026
Matures 364 days after funding; no amortization; mandatory prepayment on certain new debt or stock issuances
Initial margin of 0.125% for ABR loans and 1.125% for Term Benchmark and RFR loans, based on net leverage ratio
Company intends to use any proceeds for general corporate purposes, including refinancing existing debt
Matthew J. Peterson, Executive Vice President and President of Behavioral Health, submitted his resignation on May 18, 2026, effective June 19, 2026, to pursue an external career opportunity. CEO Marc D. Miller will take interim responsibility for the Behavioral Health Care Division, and the company says it will immediately start a search for a permanent replacement.
Resignation submitted May 18, 2026; effective June 19, 2026
Peterson's unvested stock options, restricted stock units and performance-based restricted stock units terminate on the effective date
Marc D. Miller, CEO and President, takes interim charge of the Behavioral Health Care Division, working with its Senior Vice Presidents
Universal Health Services reported first-quarter 2026 net income attributable to UHS of $348.7 million, or $5.65 per diluted share, up from $316.7 million, or $4.80 per diluted share, a year earlier. Net revenues rose 9.6% to $4.495 billion, and adjusted earnings per diluted share were $5.62 compared with $4.84, which shows higher earnings for shareholders on both measures.
Net revenues rose 9.6% to $4.495 billion from $4.100 billion in the first quarter of 2025.
Diluted earnings per share were $5.65 versus $4.80; adjusted diluted earnings per share were $5.62 versus $4.84.
Net cash provided by operating activities was $402 million, up from $360 million.
The company repurchased 675,000 shares for about $127.3 million in the first quarter, with about $1.298 billion of repurchase authorization remaining as of March 31, 2026.
Universal Health Services entered into an amendment on April 22, 2026 that adds up to $900 million of new borrowing capacity under its senior secured credit facility, including a $400 million delayed draw term loan the company says it intends to use to fund its previously announced acquisition of Talkspace, Inc. The new debt is secured on an equal basis with the company's senior secured notes, and the filing also adds subsidiary guarantors to the related indentures.
New incremental revolving facility of $200 million, available from April 22, 2026 through September 26, 2029
New $300 million tranche A term loan maturing September 26, 2029, with amortization starting September 30, 2026
New $400 million delayed draw term loan, intended to fund the Talkspace, Inc. acquisition
On March 26, 2026, UHS's Compensation Committee approved 2026 annual bonus formulas for executive officers and granted time-based and performance-based restricted stock units. The filing says the performance-based units will now be measured on a three-year average of Adjusted EBITDA net of NCI, and their maximum payout rises to 200% of target from 150%.
CEO Marc D. Miller's 2026 target bonus is 150% of base salary; CFO Steve G. Filton's is 100%, and bonuses can range from 0% to 200% of target based on adjusted net income per diluted share and return on capital.
Performance-based RSU maximum payout increases to 200% of target from 150%; minimum threshold stays at 50% of target at 90% of the three-year average Adjusted EBITDA net of NCI.
Marc D. Miller was granted 29,715 RSUs and 29,715 PBRSUs (at target), calculated using a Class B closing price of $185.09 on March 26, 2026.
Executive Chairman Alan B. Miller was approved for a discretionary cash bonus of $1.07 million for the year ended December 31, 2025.
Universal Health Services reported fourth-quarter 2025 net income attributable to UHS of $445.9 million, or $7.06 per diluted share, up from $332.4 million, or $4.96, a year earlier, on net revenues up 9.1% to $4.486 billion. It also issued a 2026 forecast of $18.417 billion to $18.789 billion in net revenues and $22.64 to $24.52 in diluted EPS, and disclosed that a Nevada judge granted a new trial in a lawsuit where a jury had awarded $500 million in punitive damages against a subsidiary, which the company says would likely be vacated.
Q4 2025 net income attributable to UHS was $445.9 million ($7.06 per diluted share) vs. $332.4 million ($4.96) in Q4 2024; adjusted EPS was $5.88 vs. $4.92.
Q4 2025 net revenues rose 9.1% to $4.486 billion; full-year 2025 net revenues were $17.365 billion.
2026 forecast: net revenues of $18.417 billion to $18.789 billion and diluted EPS of $22.64 to $24.52.
On February 25, 2026, the judge in the Washoe County, Nevada case granted a new trial over juror misconduct; the company had recorded an $18 million legal reserve in Q3 2025.
On December 30, 2025, UHS's Compensation Committee approved an amended and restated employment agreement for CEO and President Marc D. Miller, with the company guaranteeing the employer's obligations. The filing sets his 2026 base salary at $1,575,000, a 5% increase over 2025, and a bonus target of 150% of salary, which shareholders can track through future proxy and compensation disclosures.
2026 base salary set at $1,575,000, a 5% increase over 2025 base salary.
Annual bonus target equals 150% of salary; actual bonus may be higher or lower.
Term scheduled to end January 1, 2029, with automatic one-year renewals unless either party elects otherwise.
Long-term incentive awards vest in full on certain terminations, and the agreement is filed as Exhibit 10.1.
Universal Health Services reported third-quarter 2025 net revenues up 13.4% to $4.495 billion and diluted EPS of $5.86, versus $3.80 a year earlier, and raised its full-year 2025 forecast for net revenues, Adjusted EBITDA net of NCI and Adjusted EPS-diluted. The board also added $1.5 billion to the stock repurchase authorization, bringing the available total to $1.759 billion, which matters to shareholders because it raises both the earnings outlook and the capacity for share buybacks.
Q3 2025 net income attributable to UHS was $373.0 million, or $5.86 per diluted share, versus $258.7 million, or $3.80, in Q3 2024
Q3 results included $90 million of pre-tax Medicaid reimbursements for Washington, D.C. and a $35 million pre-tax charge for professional and general liability reserves
2025 Adjusted EPS-diluted forecast raised to $21.50-$22.10 from $20.00-$21.00; net revenues forecast raised to $17.306-$17.445 billion
Board authorized a $1.5 billion increase to the stock repurchase program on October 27, 2025; 1.315 million shares repurchased in Q3 2025 for about $234.3 million
Universal Health Services reported second-quarter 2025 net income attributable to UHS of $353.2 million, or $5.43 per diluted share, up from $4.26 a year earlier, on net revenues up 9.6% to $4.284 billion. The company raised its full-year 2025 Adjusted EPS-diluted forecast to $20.00 to $21.00 per share from $18.45 to $19.95, which matters to shareholders because it signals higher expected earnings for the year.
Q2 2025 diluted EPS was $5.43 versus $4.26 in Q2 2024; net revenues rose 9.6% to $4.284 billion
Results included approximately $101 million of incremental net Medicaid reimbursements, including about $58 million from the Tennessee Medicaid directed payment program
Revised 2025 Adjusted EPS-diluted forecast is $20.00 to $21.00 per share, up from the original $18.45 to $19.95
Q2 2025 included a pre-tax loss of approximately $25 million from a newly opened 142-bed hospital in Washington, D.C.
Universal Health Services reported first-quarter 2025 net income attributable to UHS of $316.7 million, or $4.80 per diluted share, up from $261.8 million, or $3.82, a year earlier, on net revenues that rose 6.7% to $4.100 billion. Operating cash flow fell to $360 million from $396 million, mainly because of delayed receipts from certain Medicaid supplement payment programs, which the filing says is partly tied to a Nevada program approved in April 2025.
Net revenues rose 6.7% to $4.100 billion from $3.844 billion in the first quarter of 2024.
Diluted EPS was $4.80 versus $3.82; adjusted diluted EPS was $4.84 versus $3.70.
Net cash from operating activities was $360 million versus $396 million, with accounts receivable up $144 million on a year-over-year basis.
The company repurchased about 1.0 million shares for $180.6 million in the quarter, with $643.7 million of repurchase authorization remaining as of March 31, 2025.
On March 19, 2025, Universal Health Services' Compensation Committee approved 2025 bonus formulae for executive officers and granted 2025 stock awards, and replaced the employment agreements of CEO Marc D. Miller and Executive Chairman Alan B. Miller. The filing sets Marc Miller's 2025 salary at $1,500,000, a 6.7% increase, with his term scheduled to end January 1, 2028, and Alan Miller's 2025 salary at $1,125,000, a 4.0% increase, with his term scheduled to end January 1, 2027. The filing describes routine executive pay terms and does not report a change in leadership or financial results.
Marc D. Miller's 2025 salary is $1,500,000, a 6.7% increase over 2024, with an annual bonus target of 150% of salary; his term is scheduled to end January 1, 2028.
Alan B. Miller's 2025 salary is $1,125,000, a 4.0% increase over 2024; his term is scheduled to end January 1, 2027.
2025 executive bonuses can pay between 0% and 200% of target, based on adjusted net income per diluted share and return on capital.
On March 19, 2025, the Committee granted restricted stock units at a grant-date value of $178.08 per share; Marc Miller received 28,077 time-based and 28,077 performance-based units.
Universal Health Services reported fourth-quarter 2024 net income attributable to UHS of $332.4 million, or $4.96 per diluted share, up from $216.4 million, or $3.16, a year earlier, on net revenues up 11.1% to $4.114 billion. For full-year 2024, net income was $1.142 billion, or $16.82 per diluted share, on net revenues of $15.828 billion. The company forecast 2025 net revenues of $17.020 billion to $17.364 billion and EPS-diluted of $18.45 to $19.95 per share.
Q4 2024 net income attributable to UHS: $332.4 million, or $4.96 per diluted share, versus $216.4 million, or $3.16, in Q4 2023
Q4 2024 net revenues rose 11.1% to $4.114 billion; full-year 2024 net revenues were $15.828 billion
2025 forecast: net revenues $17.020 billion to $17.364 billion; EPS-diluted $18.45 to $19.95 per share
Share repurchases in 2024 totaled approximately $598.5 million; about $824.4 million of authorization remained as of December 31, 2024
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