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  4. [8-K] DAVITA INC. Reports Material Event

DaVita (NYSE: DVA) secures $500M loan and clears 2026 proxy votes

Filing Impact
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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

DaVita Inc. entered into a Ninth Amendment to its 2019 Credit Agreement, adding an incremental $500 million in senior secured Tranche B-2 Term Loans maturing in May 2031. These loans are in U.S. dollars and bear interest at either a Base Rate plus a 75-basis-point applicable margin or Term SOFR plus a 175-basis-point applicable margin.

DaVita has used or will use the new term loan proceeds to repay a portion of its senior secured revolving loan facility terminating in November 2030, pay related fees and expenses, and for general corporate purposes. At its virtual 2026 annual meeting, stockholders representing 59,865,902 shares, about 91% of shares outstanding as of April 9, 2026, elected nine directors, ratified KPMG LLP as auditor for 2026, and approved named executive officer compensation on an advisory basis.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incremental Tranche B-2 Term Loans $500 million Aggregate principal amount under senior secured term loan maturing May 2031
Applicable Margin – Term SOFR loans 175 basis points Spread over Term SOFR for Tranche B-2 Term Facility
Applicable Margin – Base Rate loans 75 basis points Spread over Base Rate for Tranche B-2 Term Facility
Shares represented at 2026 annual meeting 59,865,902 shares Approximately 91% of outstanding shares as of April 9, 2026
Auditor ratification votes for KPMG 58,286,637 shares Votes in favor of KPMG as 2026 independent registered public accounting firm
Say-on-pay votes for NEO compensation 51,716,491 shares Shares voting for advisory approval of named executive officer compensation
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Tranche B-2 Term Loans financial
"the loans borrowed thereunder, the “Tranche B-2 Term Loans” in an aggregate principal"
Term SOFR financial
"the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (“Term SOFR”)"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Applicable Margin financial
"The “Applicable Margin” for the Tranche B-2 Term Facility is 175 basis points"
Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.
Base Rate financial
"The “Base Rate” with respect to the Tranche B-2 Term Facility is defined as the highest of"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
Broker Non-Vote regulatory
"Abstain | | Broker Non-Vote 51,716,491 | | 776,849 | | 58,589 | | 7,313,973"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 4, 2026

 

DAVITA INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 1-14106 51-0354549

(State or Other Jurisdiction

of Incorporation)

 (Commission File Number)

(IRS Employer

Identification No.)

 

2000 16th Street

Denver, CO

80202
(Address of Principal Executive Offices) (Zip Code)

 

(720) 631-2100

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.001 par value   DVA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company
¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 8, 2026, DaVita Inc. (the “Company”) entered into a Ninth Amendment (the “Ninth Amendment”) to that certain Credit Agreement dated as of August 12, 2019 (as previously amended, restated, supplemented, or otherwise modified, and as further amended by the Ninth Amendment, the “Credit Agreement”), by and among the Company, its subsidiary guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swingline lender (“JPMorgan”).

 

The Ninth Amendment, among other things, provides for an incremental borrowing under the Company’s existing senior secured term loan “B” facility maturing in May 2031 (the “Tranche B-2 Term Facility” and the loans borrowed thereunder, the “Tranche B-2 Term Loans”) in an aggregate principal amount of $500 million (the “Incremental Tranche B-2 Term Loans”).

 

Pursuant to the Ninth Amendment and the Credit Agreement, the Tranche B-2 Term Loans (including the Incremental Tranche B-2 Term Loans) shall be denominated in U.S. dollars and shall bear interest, at the Company’s option, based on (i) the Base Rate (as defined below) plus the Applicable Margin (as defined below), or (ii) the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (“Term SOFR”) plus the Applicable Margin. The “Base Rate” with respect to the Tranche B-2 Term Facility is defined as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 50 basis points, (b) the U.S. “prime rate” last quoted by The Wall Street Journal or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate established by the Board of Governors of the Federal Reserve System of the U.S. (the “Board”) in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein, or any similar release by the Board, in each case as determined by JPMorgan and (c) Term SOFR for an interest period of one month plus 100 basis points; provided that if the Base Rate is negative it shall be deemed to be zero. The “Applicable Margin” for the Tranche B-2 Term Facility is 175 basis points in the case of Term SOFR loans and 75 basis points in the case of Base Rate loans.

 

The Company has used or will use the proceeds of the Incremental Tranche B-2 Term Loans (i) to repay a portion of its outstanding senior secured revolving loan facility terminating in November 2030, (ii) for the payment of fees, commissions and expenses in connection with the foregoing and for the Ninth Amendment itself and (iii) otherwise for general corporate purposes.

 

The Company and its affiliates may from time to time engage certain of the lenders under the Credit Agreement to provide other banking, investment banking and financial services.

 

The foregoing description of the Ninth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Ninth Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Ninth Amendment has been incorporated by reference herein to provide stockholders with information regarding its terms. It is not intended to provide any other information about the Company or the Company’s subsidiaries that are guarantors thereunder, or other subsidiaries and affiliates of the Company. For example, the Ninth Amendment contains representations and warranties that were made solely for the benefit of the other parties to the Ninth Amendment and should not be relied upon as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 4, 2026, DaVita Inc. (the “Company”) held its virtual 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Represented virtually or by proxy at the Annual Meeting were 59,865,902 shares of the Company's common stock, or approximately 91% of its outstanding shares of common stock as of April 9, 2026, the record date of the Annual Meeting. The proposals presented at the Annual Meeting are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026. The vote results detailed below represent final results as certified by the Inspector of Elections.

 

Proposal 1. Election of Directors.

 

The Company’s stockholders elected the nine director nominees named below to the Company’s Board of Directors for a term expiring at the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting results are as follows:

 

   For  Against  Abstain  Broker Non-Vote
Pamela M. Arway  51,833,209  700,475  18,245  7,313,973
Barbara J. Desoer  52,223,785  311,047  17,097  7,313,973
Jason M. Hollar  52,234,585  299,851  17,493  7,313,973
Gregory J. Moore, MD, PhD  52,463,031  71,921  16,977  7,313,973
Dennis W. Pullin  52,460,686  54,311  36,932  7,313,973
Javier J. Rodriguez  52,490,301  43,860  17,768  7,313,973
Adam H. Schechter  52,355,165  179,111  17,653  7,313,973
Wendy L. Schoppert  52,449,019  86,452  16,458  7,313,973
Phyllis R. Yale  52,227,836  306,964  17,129  7,313,973

 

Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm.

 

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results are as follows:

 

For  Against  Abstain
58,286,637  1,534,241  45,024

 

Proposal 3. Advisory vote to approve named executive officer compensation.

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results are as follows:

 

For  Against  Abstain  Broker Non-Vote
51,716,491  776,849  58,589  7,313,973

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		 Description
10.1 Ninth Amendment, dated as of June 8, 2026, to that certain Credit Agreement, dated as of August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swingline lender (including a conformed copy of the Credit Agreement, reflecting all amendments through the Ninth Amendment, attached as Annex A thereto).
104.0 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DAVITA INC.
     
  By: /s/ Kathleen A. Waters
    Kathleen A. Waters
    Chief Legal and Public Affairs Officer

 

Date: June 8, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What material agreement did DaVita (DVA) enter on June 8, 2026?

DaVita entered a Ninth Amendment to its 2019 Credit Agreement, adding an incremental $500 million Tranche B-2 Term Loan maturing in May 2031. The amendment updates borrowing terms while keeping JPMorgan Chase Bank, N.A. as administrative, collateral and swingline agent.

How large is DaVita’s new term loan and what will it be used for?

DaVita added $500 million in Incremental Tranche B-2 Term Loans under its existing 2031 term facility. The company will repay part of its revolving loan maturing in November 2030, cover related fees and expenses, and use remaining funds for general corporate purposes.

What interest terms apply to DaVita’s new Tranche B-2 Term Loans?

The Tranche B-2 Term Loans are denominated in U.S. dollars and bear interest at DaVita’s option at a Base Rate plus a 75-basis-point applicable margin or Term SOFR plus a 175-basis-point applicable margin, as defined in the amended Credit Agreement with JPMorgan.

How many DaVita (DVA) shares were represented at the 2026 annual meeting?

At the 2026 virtual annual meeting, 59,865,902 shares of DaVita common stock were represented in person or by proxy. This equaled approximately 91% of outstanding shares as of April 9, 2026, the record date for stockholders entitled to vote at the meeting.

What were the results of DaVita’s 2026 director elections?

Stockholders elected nine director nominees to DaVita’s board for terms expiring at the 2027 annual meeting. Each nominee, including Pamela M. Arway and Javier J. Rodriguez, received a majority of votes cast, with additional broker non-votes reported but not counted as votes against.

Did DaVita stockholders approve the 2026 say-on-pay proposal?

Yes. DaVita stockholders approved, on an advisory basis, the compensation of named executive officers. The vote totaled 51,716,491 shares for, 776,849 against and 58,589 abstaining, with 7,313,973 broker non-votes, indicating general support for the company’s executive pay program.

Was KPMG LLP ratified as DaVita’s 2026 independent auditor?

DaVita stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 58,286,637 shares for, 1,534,241 against and 45,024 abstaining, confirming continued engagement of KPMG for audit services.

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