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Tenet Healthcare Corporation is asking shareholders to vote at its May 27, 2026 virtual annual meeting on three items: electing 12 directors, approving executive pay on an advisory basis, and ratifying Deloitte & Touche LLP as auditor for 2026.
The proxy highlights strong 2025 performance, including a 21.4% adjusted EBITDA margin, an EBITDA leverage ratio of 2.25x and about $1.72B in free cash flow after noncontrolling interest distributions. Tenet repurchased 8.8 million shares for $1.4B and invested over $1B in capital projects while expanding its USPI ambulatory network and opening a new hospital.
At year-end 2025 Tenet employed roughly 99,000 people across 50 hospitals, 132 outpatient sites, and 559 ambulatory surgery locations. Executive pay is positioned as performance-based, with 2025 annual incentives funded at 200% of target and paid using individual performance multipliers, and long‑term incentives delivered mainly in performance-based RSUs.
Tenet Healthcare Corporation has entered into a Retirement Transition Agreement with Executive Vice President and Chief Information Officer Paola Arbour. She will retire from her CIO role effective December 31, 2026, then move to a part-time, non-executive position providing transition support through April 1, 2028.
After her full-time employment ends, Ms. Arbour will receive a weekly salary of $820, remain eligible for a 2026 bonus under the Annual Incentive Plan (but not for 2027), and her outstanding equity awards will continue to vest under existing terms. She will also continue participation in medical, dental and prescription benefit plans and keep vesting and service credit in the Executive Retirement Account through April 1, 2028. The agreement includes a general release of claims in favor of the company and requires a confirming release in 2028.
Tenet Healthcare Corporation announced leadership changes in its accounting function. Senior Vice President & Controller and Principal Accounting Officer R. Scott Ramsey will now retire effective April 30, 2026, and continue part-time with the company through March 31, 2028, to provide transition support.
Effective April 6, 2026, Tenet is appointing J. Michael Grooms, age 48, as Senior Vice President & Controller, and he will become Principal Accounting Officer on May 1, 2026. Under his offer letter, Grooms will receive a $475,000 base salary, a target cash bonus equal to 60% of salary, an initial $500,000 RSU grant, eligibility for a 2027 equity award of about $350,000, a $250,000 cash sign-on bonus, and relocation benefits.
The Vanguard Group filed Amendment No. 16 to a Schedule 13G/A reporting 0 shares and 0% beneficial ownership of Tenet Healthcare Corp common stock as part of an internal realignment described under SEC Release No. 34-39538.
The filing states certain Vanguard subsidiaries will report beneficial ownership separately after the realignment dated 01/12/2026, and that The Vanguard Group, Inc. no longer is deemed to beneficially own securities held by those subsidiaries. The form is signed by Ashley Grim on 03/27/2026.
TENET HEALTHCARE CORP executive Paola M. Arbour sold common stock in an open-market transaction. On March 11, 2026, she sold 6,500 shares of Tenet Healthcare common stock at a weighted average price of $238.43 per share, with actual sale prices ranging from $238.40 to $238.68. After this sale, she directly owned 29,291 shares of Tenet Healthcare common stock.
THC filed a Form 144 reporting an intended sale of up to 6,500 shares of Common Stock through Fidelity Brokerage Services LLC. The filing shows an aggregate offering price of $1,549,773.55 and lists the broker as Fidelity Brokerage Services LLC on 03/11/2026.
The notice also lists recent Restricted Stock Vesting events: 984 shares vested on 02/28/2026 and 5,516 shares vested on 03/01/2026, both described as compensation-related. The filing does not state further proceeds treatment or other transaction details.
Tenet Healthcare’s EVP, Chief Administrative Officer and General Counsel, Thomas W. Arnst, reported selling a total of 8,000 shares of common stock in open-market transactions on March 9, 2026. He sold 4,714 shares at a weighted average price of $238.42 and 3,286 shares at a weighted average price of $239.46, in multiple trades within disclosed price ranges. Following these sales, he directly holds 12 shares of Tenet Healthcare common stock.
Tenet Healthcare Corp executive vice president of corporate development Michael T. Maloney filed an initial ownership report showing his equity holdings as of February 27, 2026. The filing lists common stock, performance stock options, and multiple tranches of time-based restricted stock units.
He directly holds common stock and performance stock options from February 2018 and February 2019, along with unvested restricted stock units granted in February 2024, February 2025, and February 2026. The restricted stock units are settled in Tenet common shares upon vesting, with vesting dates running from February 24, 2027 through February 27, 2029. The filing does not show any new purchases or sales, only existing holdings and vesting schedules.
Thomas W. Arnst filed a Form 144 reporting a sale of 24,000 common shares on 03/02/2026. The filing also lists restricted stock vesting entries labeled Compensation: 3,080 shares vested on 02/28/2026 and 4,920 shares vested on 03/01/2026.
Tenet Healthcare CEO Saumya Sutaria reported several equity compensation events involving restricted stock units and common shares. He received a grant of 36,092 2026 February restricted stock units that convert into common stock on a one-for-one basis and vest in one-third increments over three years. Previously granted RSUs from 2023 and 2024 vested, with 22,417 and 36,384 units exercised into common stock on February 27, 2026. To cover withholding taxes tied to performance and restricted stock unit vesting, he disposed of 9,282 common shares at $237.58 and 29,919 and 124,959 shares at $239.39 through tax-withholding transactions, not open-market sales. After these movements, Sutaria directly owned 658,523 shares of Tenet Healthcare common stock.