Tenet Healthcare sells $2.0B 2034 notes to refinance debt

TENET HEALTHCARE CORP (THC) issued $2.0 billion in aggregate principal amount of 6.250% senior notes due 2034 under its existing indenture with The Bank of New York Mellon Trust Company, N.A.

Rhea-AI Filing Summary

TENET HEALTHCARE CORP (THC) issued $2.0 billion in aggregate principal amount of 6.250% senior notes due 2034 under its existing indenture with The Bank of New York Mellon Trust Company, N.A. Tenet plans to use the net proceeds, together with cash on hand, to finance the redemption of $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and a partial redemption of $0.5 billion of its 6.125% senior notes due October 2028.

The new Indenture covenants limit Tenet’s and its subsidiaries’ ability to incur liens, enter into sale and lease-back transactions, or consolidate, merge or sell substantially all assets, subject to exceptions. The notes may be redeemed at Tenet’s option, including make-whole redemption before September 15, 2029 and scheduled redemption prices thereafter, and may become redeemable upon a defined change of control.

Filing Explained

With the new notes issued, the indenture's limits on liens, sale-and-leasebacks, and major asset transactions are expressly qualified: it does not restrict additional debt, dividends or other capital-stock distributions, share repurchases, affiliate transactions, or investments, subject to stated exceptions and qualifications.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New senior notes principal amount: $2,000,000,000 Coupon rate on new senior notes: 6.250% Redemption of 2027 Notes: $1,500,000,000 +4 more

7 metrics

New senior notes principal amount $2,000,000,000 6.250% senior notes due 2034 issued September 22, 2026

Coupon rate on new senior notes 6.250% Interest rate on senior notes due 2034

Redemption of 2027 Notes $1,500,000,000 Full redemption of 5.125% senior secured first lien notes due November 2027

Coupon on 2027 Notes 5.125% Interest rate on senior secured first lien notes due November 2027

Partial redemption of 2028 Notes $500,000,000 Partial redemption of 6.125% senior notes due October 2028

Coupon on 2028 Notes 6.125% Interest rate on senior notes due October 2028

Optional redemption make-whole period end September 15, 2029 End of period when redemption uses 100% principal plus make-whole premium

Key Terms

senior notes, Indenture, make-whole premium, change of control, +1 more

5 terms

senior notes financial

"issued $2,000,000,000 in aggregate principal amount of 6.250% senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"The Notes were issued pursuant to an indenture, dated as of November 6, 2001"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"redeem the Notes ... plus the make-whole premium set forth in the Indenture"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

change of control financial

"the Notes may become subject to redemption under certain circumstances, including a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

senior secured first lien notes financial

"redemption of all $1.5 billion outstanding of its 5.125% senior secured first lien notes"

Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new debt did TENET HEALTHCARE CORP (THC) issue?

Tenet issued $2,000,000,000 in aggregate principal amount of 6.250% senior notes due 2034, under its existing indenture with The Bank of New York Mellon Trust Company, N.A., as described in the September 22, 2026 report.

How will Tenet Healthcare (THC) use the proceeds from the 2034 senior notes?

Tenet intends to use the net proceeds, together with cash on hand, to finance the redemption of $1.5 billion of 5.125% senior secured first lien notes due November 2027 and a partial redemption of $0.5 billion of 6.125% senior notes due October 2028.

What existing Tenet Healthcare (THC) notes are being redeemed with this financing?

Tenet plans to redeem all $1.5 billion of its 5.125% senior secured first lien notes due November 2027 and partially redeem $0.5 billion of its 6.125% senior notes due October 2028 using proceeds from the new 2034 notes and cash on hand.

What are the key covenant restrictions in Tenet’s new 2034 senior notes indenture?

The indenture restricts Tenet’s and its subsidiaries’ ability to incur liens, enter into sale and lease-back transactions, or consolidate, merge or sell substantially all assets, subject to specified exceptions and qualifications disclosed in the agreement.

Can Tenet Healthcare (THC) redeem the 6.250% senior notes due 2034 early?

Yes. Before September 15, 2029, Tenet may redeem the notes at 100% of principal plus a make-whole premium and accrued interest. On and after that date, Tenet may redeem them at specified redemption prices plus accrued and unpaid interest.

Do Tenet’s new 2034 notes include a change of control feature?

The indenture provides that the 6.250% senior notes due 2034 may become subject to redemption under certain circumstances, including a defined change of control of Tenet Healthcare Corporation, as set forth in the indenture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:06 PM Accepted by SEC EDGAR 09/22/2026 - 04:06 PM Learn about SEC filing dates

TENET HEALTHCARE CORP false 0000070318 0000070318 2026-09-22 2026-09-22 0000070318 us-gaap:CommonStockMember 2026-09-22 2026-09-22 0000070318 us-gaap:SeniorNotesMember 2026-09-22 2026-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: September 22, 2026

(Date of earliest event reported)

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada		1-7293		95-2557091
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

14201 Dallas Parkway

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

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, $0.05 par value		THC		NYSE
6.875% Senior Notes due 2031		THC31		NYSE

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth below in Item 2.03 is incorporated by reference into this Item 1.01.

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

On September 22, 2026, Tenet Healthcare Corporation (the “Company”) issued $2,000,000,000 in aggregate principal amount of 6.250% senior notes due 2034 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of November 6, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York as trustee (in such capacity, the “Trustee”), as supplemented by the forty-third supplemental indenture, dated as of September 22, 2026, between the Company and the Trustee (the “Forty-Third Supplemental Indenture” and, the Base Indenture, as supplemented by the Forty-Third Supplemental Indenture, the “Indenture”).

The Company intends to use the net proceeds from the sale of the Notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all $1.5 billion outstanding of its 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”) and the partial redemption of $0.5 billion outstanding of its 6.125% senior notes due October 2028 (the “2028 Notes”).

The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of its subsidiaries to: incur liens; enter into sale and lease-back transactions; or consolidate, merge or sell all or substantially all of their assets, other than in certain transactions between one or more of the Company’s wholly owned subsidiaries and the Company. These restrictions, however, are subject to a number of important exceptions and qualifications. In particular, there are no restrictions on the Company’s ability or the ability of its subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities (including unaffiliated entities).

The Indenture also provides that the Notes may become subject to redemption under certain circumstances, including a change of control (as defined in the Indenture) of the Company. Prior to September 15, 2029, the Company may, at its option, redeem the Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the make-whole premium set forth in the Indenture, together with accrued and unpaid interest. On and after September 15, 2029, the Company may, at its option, redeem the Notes in whole or in part, at certain redemption prices (expressed as percentages of the principal amount thereof) set forth in the Indenture, together with accrued and unpaid interest.

The foregoing is a summary and is qualified by reference to the Base Indenture and the Forty-Third Supplemental Indenture, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed as a part of this Report.

Exhibit No.		Description
4.1		Indenture dated as of November 6, 2001, between the Company and the Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated November 6, 2001 and filed November 9, 2001).
4.2		Forty-Third Supplemental Indenture dated as of September 22, 2026, between the Company and The Bank of New York Mellon Trust Company, N.A.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

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

				TENET HEALTHCARE CORPORATION
Date: September 22, 2026				By:		/s/ Thomas Arnst
						Name:		Thomas Arnst
						Title:		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 297.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB