Universal Health (NYSE: UHS) raises $1.1B, offering up to 6% on long‑dated secured notes

Rhea-AI Filing Summary

Universal Health Services, Inc. (UHS) completed a registered public offering of $600 million of 5.500% Senior Secured Notes due 2031 and $500 million of 6.000% Senior Secured Notes due 2036. Both series are guaranteed on a senior secured basis by subsidiaries that guarantee UHS’s senior secured credit facility or other first or junior lien obligations.

The Notes are secured by first‑priority liens, subject to permitted liens, on specified assets of UHS and certain subsidiary guarantors, ranking equally with UHS’s existing secured facilities and senior secured notes due 2026, 2029, 2030, 2032 and 2034. The Notes carry investment grade ratings from Moody’s and S&P. The indenture includes limits on consolidations or major asset sales, new mortgages on principal properties and certain sale‑leaseback transactions. UHS may redeem the Notes at par plus accrued interest and, if before set dates, a make‑whole premium. Upon certain changes of control combined with loss of investment grade ratings, holders can require UHS to repurchase their Notes at 101% of principal plus accrued interest.

Filing Explained

UHS has issued new secured debt, with proceeds partly tied to revolving-borrowing repayment and collateral remaining pledged as of August 20.

The filing reports that the completed issuance added debt obligations maturing on September 1, 2031 and September 1, 2036; transaction proceeds also flow toward repayment of outstanding borrowings under UHS’s revolving credit facility.

A shelf registration provides capacity for future registered sales, while this filing reports that this specific offering reached issuance on August 20, 2026.

The notes have investment-grade ratings, but the filing states that the condition required to release their collateral had not been met at issuance because the senior secured credit facility’s collateral-release conditions had not been satisfied. The liens therefore remained in place at that date.

Interest on both series is payable semiannually beginning March 1, 2027, giving the new debt a scheduled cash-interest obligation before either maturity.

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

2031 Notes principal amount: $600,000,000 2036 Notes principal amount: $500,000,000 2031 Notes interest rate: 5.500% +5 more

8 metrics

2031 Notes principal amount $600,000,000 Aggregate principal amount of 5.500% Senior Secured Notes due 2031

2036 Notes principal amount $500,000,000 Aggregate principal amount of 6.000% Senior Secured Notes due 2036

2031 Notes interest rate 5.500% Coupon on Senior Secured Notes due 2031

2036 Notes interest rate 6.000% Coupon on Senior Secured Notes due 2036

2031 Notes maturity date September 1, 2031 Maturity of 5.500% Senior Secured Notes

2036 Notes maturity date September 1, 2036 Maturity of 6.000% Senior Secured Notes

Change of control repurchase price 101% of principal amount Price at which holders may require repurchase upon certain changes of control and rating downgrade

Interest payment dates March 1 and September 1 Semi‑annual interest payments on both series, commencing March 1, 2027

Key Terms

Senior Secured Notes, Note Guarantees, first-priority liens, make whole premium, +2 more

6 terms

Senior Secured Notes financial

"completed the public offering of $600,000,000 aggregate principal amount of its 5.500% Senior Secured Notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Note Guarantees financial

"The Notes will be guaranteed on a senior secured basis by the Subsidiary Guarantors"

A note guarantee is a promise by a third party—often a parent company or a guarantor—to cover payments if the original borrower fails to repay a promissory note or debt obligation. For investors, a guarantee acts like a cosigner on a loan: it lowers the risk of losing money, can improve the note’s creditworthiness and attractiveness, and affects how readily the debt can be traded or recovered in default.

first-priority liens financial

"are secured by first-priority liens, subject to permitted liens, on certain of the Issuer’s assets"

A first-priority lien is a legal claim that gives a lender or creditor the first right to specific assets if a borrower cannot pay, meaning they are first in line to be repaid from those assets. For investors, that higher claim lowers the lender’s risk and usually affects interest rates and recovery expectations—similar to having the front seat in a queue to get paid back if the borrower defaults.

make whole premium financial

"at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus a “make whole” premium"

A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.

sale and lease-back transactions financial

"limit the Issuer’s ability and the ability of its subsidiaries to engage in certain sale and lease-back transactions"

investment grade ratings financial

"The Notes have investment grade ratings from both Moody’s Investors Service and Standard & Poor’s"

A designation from a credit rater that indicates a borrower or bond has relatively low risk of failing to repay debt, similar to a high personal credit score for a company or government. It matters to investors because it influences how much interest a borrower pays, how safe a bond is considered, and which funds or rules allow holding it — affecting yield, price stability, and whether conservative portfolios will buy it.

FAQ

What debt securities did UHS (UHS) issue on August 20, 2026?

UHS issued $600 million of 5.500% Senior Secured Notes due 2031 and $500 million of 6.000% Senior Secured Notes due 2036. Both series are senior secured obligations and are guaranteed on a senior secured basis by certain UHS subsidiaries.

What are the maturity dates of UHS’s new senior secured notes (UHS)?

The 5.500% Senior Secured Notes (2031 Notes) mature on September 1, 2031, and the 6.000% Senior Secured Notes (2036 Notes) mature on September 1, 2036. Interest on both series is payable semi‑annually on March 1 and September 1, starting March 1, 2027.

How are UHS’s new notes (UHS) secured and ranked?

The Notes and guarantees are secured by first‑priority liens, subject to permitted liens, on specified assets of UHS and certain subsidiary guarantors. They rank equally with UHS’s senior secured credit facility and existing senior secured notes maturing in 2026, 2029, 2030, 2032 and 2034.

Do UHS’s new notes (UHS) have investment grade ratings?

Yes. The Notes have investment grade ratings from Moody’s Investors Service and Standard & Poor’s Ratings Services as of their issuance date. Because of this, the change‑of‑control repurchase covenant is initially suspended until specified rating and other conditions change.

Can UHS redeem the new senior secured notes (UHS) early?

UHS may redeem the 2031 Notes before August 1, 2031 and the 2036 Notes before June 1, 2036 at 100% of principal plus accrued interest and a make‑whole premium. After those dates, each series is redeemable at 100% of principal plus accrued interest only.

What happens to UHS’s notes (UHS) upon certain changes of control?

If specified changes of control occur and the Notes no longer have investment grade ratings, holders can require UHS to repurchase their Notes at 101% of principal plus accrued and unpaid interest and any additional interest, up to the repurchase date.

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Understanding 8-K Material Events →

Available on EDGAR 08/21/2026 - 07:58 AM Accepted by SEC EDGAR 08/21/2026 - 07:58 AM Learn about SEC filing dates

UNIVERSAL HEALTH SERVICES INC false 0000352915 0000352915 2026-08-20 2026-08-20

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): August 20, 2026

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-10765		23-2077891
(State or other jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

UNIVERSAL CORPORATE CENTER

367 SOUTH GULPH ROAD

KING OF PRUSSIA, Pennsylvania 19406

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code (610) 768-3300

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 (see General Instructions A.2. below):

☐ 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
Class B Common Stock		UHS		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

Issuance of Senior Secured Notes

On August 20, 2026, Universal Health Services, Inc. (the “Issuer”), completed the public offering of (i) $600,000,000 aggregate principal amount of its 5.500% Senior Secured Notes due 2031 (the “2031 Notes”), and (ii) $500,000,000 aggregate principal amount of its 6.000% Senior Secured Notes due 2036 (the “2036 Notes “and, together with the 2031 Notes, the “Notes”), each guaranteed on a senior secured basis by all of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the Issuer’s senior secured credit facility or the Issuer’s other first lien obligations or any junior lien obligations (the “Subsidiary Guarantors”). The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Issuer’s and the Subsidiary Guarantors’ registration statement on Form S-3 (File No. 333-282135), as amended by the Post-Effective Amendment No. 1 thereto as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2026, including the prospectus dated September 16, 2024, and a related prospectus supplement dated August 11, 2026 (the “Prospectus Supplement”) as filed with the SEC on August 13, 2026.

On August 20, 2026, the Notes were issued pursuant to an indenture dated as of September 26, 2024 (the “Base Indenture”), among the Issuer, the Subsidiary Guarantors, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as amended and supplemented by the Second Supplemental Indenture, dated as of April 22, 2026, and the Third Supplemental Indenture, dated as of August 20, 2026, among the Issuer, the Subsidiary Guarantors, the Trustee and the Collateral Agent (the “Third Supplemental Indenture”, and the Base Indenture as amended and supplemented, the “Indenture”).

Indenture and Notes

Maturity and Interest Payment Dates

The 2031 Notes will mature on September 1, 2031 and the 2036 Notes will mature on September 1, 2036. Interest on the 2031 Notes will be payable semi-annually, on March 1 and September 1 of each year, commencing on March 1, 2027, to the person in whose name such Note is registered at the close of business on February 15 and August 15, as the case may be. Interest on the 2036 Notes will be payable semi-annually, on March 1 and September 1 of each year, commencing on March 1, 2027, to the person in whose name such Note is registered at the close of business on February 15 and August 15, as the case may be.

Note Guarantees

The Notes will be guaranteed on a senior secured basis by the Subsidiary Guarantors, which include all of the Issuer’s existing and future direct and indirect subsidiaries that guarantee the Issuer’s senior secured credit facility or the Issuer’s other first lien obligations or any junior lien obligations (the “Note Guarantees”). Under certain circumstances, the Subsidiary Guarantors may be released from their Note Guarantees without the consent of the holders of the Notes, including if the Notes then have investment grade ratings, no default has occurred and is continuing, the guarantees of other first lien and any junior lien obligations have been released and liens on the collateral securing all first lien obligations and any junior lien obligations have been released. Any Note Guarantee will also be released if that Subsidiary Guarantor’s guarantees of the senior credit facility, other first lien obligations and any junior lien obligations are released.

Collateral

The Notes and the Note Guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Issuer’s assets and certain assets of those Subsidiary Guarantors that have pledged those assets to secure certain of the Issuer’s other indebtedness or indebtedness of those Subsidiary Guarantors (the “Secured Guarantors”) now owned or acquired in the future by the Issuer and the Secured Guarantors (other than real property and certain other excluded assets). The Issuer’s obligations with respect to the Notes, the obligations of the Subsidiary Guarantors under the Note Guarantees and the performance of all the Issuer and the Subsidiary Guarantors’ other obligations

under the Indenture are secured equally and ratably with the Issuer’s and the Secured Guarantors’ obligations under the Issuer’s senior secured credit facility, the Issuer’s 1.650% Senior Secured Notes due 2026 (the “Existing 2026 Notes”), 4.625% Senior Secured Notes due 2029 (the “Existing 2029 Notes”), 2.650% Senior Secured Notes due 2030 (the “Existing 2030 Notes”), 2.650% Senior Secured Notes due 2032 (the “Existing 2032 Notes”) and 5.050% Senior Secured Notes due 2034 (the “Existing 2034 Notes”) by a perfected first-priority security interest, subject to permitted liens, in the collateral owned by the Issuer and the Secured Guarantors, whether now owned or hereafter acquired. However, the liens on the collateral securing the Notes and the Note Guarantees of the Secured Guarantors will be released if (i)(x) the Notes then have investment grade ratings, (y) no default has occurred and is continuing and (z) the liens on the collateral securing all first lien obligations (including the senior secured credit facility, the Existing 2026 Notes, the Existing 2029 Notes, the Existing 2030 Notes, the Existing 2032 Notes and the Existing 2034 Notes) and any junior lien obligations have been released or (ii) the collateral under the senior secured credit facility, any other first lien obligations and any junior lien obligations has been released or no longer required to be pledged. The Notes have investment grade ratings from both Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) as of their date of issuance; however, the condition in clause (i)(z) of the preceding sentence has not been met as of the date of issuance because the conditions to the release of the collateral under the senior secured credit facility have not been met as of that date.

Ranking

The Notes and the Note Guarantees are the Issuer’s and the Secured Guarantors’ senior secured obligations and:

• rank senior in right of payment to any of the Issuer’s and the Subsidiary Guarantors’ future subordinated indebtedness;

• rank equally in right of payment with all of the Issuer’s and the Subsidiary Guarantors’ existing and future senior indebtedness;

• rank equally in right of payment with the Issuer’s obligations under the Issuer’s senior secured credit facility, the Existing 2026 Notes, the Existing 2029 Notes, the Existing 2030 Notes, Existing 2032 Notes and the Existing 2034 Notes to the extent of the value of the collateral;

• rank effectively senior to the Issuer’s and the Subsidiary Guarantors’ existing and future unsecured debt to the extent of the value of the assets securing the Notes and the Note Guarantees;

• be effectively subordinated to any of the Issuers’ and the Subsidiary Guarantors’ existing and future indebtedness that is secured by assets that do not constitute collateral to the extent of the value of such assets; and

• be structurally subordinated to obligations of the Issuer’s non-guarantor subsidiaries.

If the Issuer elects to add unsecured guarantors in the future, the Note Guarantees of such guarantors will be senior unsecured obligations of the unsecured guarantors, rank senior in right of payment to any of the unsecured guarantors’ future subordinated indebtedness, rank equally in right of payment with the unsecured guarantors’ existing and future senior indebtedness and rank effectively junior to all existing and future senior secured debt of the unsecured guarantors to the extent of the value of any assets securing such senior debt.

Covenants

The Indenture, among other things, limit the Issuer’s ability and the ability of its subsidiaries to (1) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (2) create mortgages on certain of the Issuer’s and its subsidiaries’ principal properties to secure debt; and (3) engage in certain sale and lease-back transactions.

Optional Redemption

The Issuer may redeem some or all of the 2031 Notes at any time prior to August 1, 2031, and some or all of the 2036 Notes at any time prior to June 1, 2036, in each case at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus a “make whole” premium. Each of the 2031 Notes and the 2036 Notes may be redeemed on or after the applicable date specified in the preceding sentence at a redemption price equal to 100% of the principal amount of such Notes of such series plus accrued and unpaid interest, if any, thereon to, but excluding, such redemption date.

Change of Control

Upon the occurrence of certain kinds of changes of control, if the Notes have ceased to have investment grade ratings (including as a result of entering into an agreement that would result in such a change of control), holders of the Notes of each series will have the right to cause the Issuer to repurchase the Notes of such series at 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the repurchase date. Because the Notes have investment grade ratings from both Moody’s and S&P as of the issue date of the Notes, this covenant will initially be suspended.

Events of Default

The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal amount of, premium, if any, and accrued and unpaid interest, if any, on the Notes to become or to be declared due and payable.

In addition, an Additional Authorized Representative Joinder Agreement (the “Additional Authorized Representative Joinder Agreement”), dated as of August 20, 2026, among U.S. Bank Trust Company, National Association, as trustee and additional authorized representative for the holders of the Notes, the Issuer, the Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent, relating to the guarantees and collateral described above, is filed with this Current Report on Form 8-K as Exhibit 4.6.

The foregoing descriptions of the Notes, the Note Guarantees, the Indenture (including the forms of the Notes) and the Additional Authorized Representative Joinder Agreement are qualified in their entirety by the terms of such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.6.

Relationships

As more fully described under the caption “Underwriting” in the Prospectus Supplement, certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Issuer and to persons and entities with relationships with the Issuer, for which they have received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, acts as a joint lead arranger and acts as administrative agent under the Issuer’s senior secured credit facility, and affiliates of certain of the other underwriters, including J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, act as lenders and, in some cases, as joint lead arrangers and agents, under the Issuer’s revolving credit facility and tranche A term loan facilities. In addition, J.P. Morgan Securities LLC acted as the Issuer’s financial advisor in connection with the Issuer’s recent acquisition of Talkspace, Inc. The affiliates of certain underwriters will receive a portion of the proceeds of the transactions as a result of the repayment of the outstanding borrowings under the Issuer’s revolving credit facility. Additionally, certain of the underwriters and/or their respective affiliates may hold some of the Existing 2026 Notes and may receive a portion of the proceeds from the transactions as a result.

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 response to Item 1.01 under the headings “Issuance of Senior Secured Notes” and “Indenture and Notes” is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit Description
4.1		Indenture, dated as of September 26, 2024, among the Issuer, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and JPMorgan Chase Bank, N.A., as collateral agent , previously filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K dated October 1, 2024, is incorporated herein by reference.
4.2		Second Supplemental Indenture, dated as of April 22, 2026, among the Issuer, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, to the indenture, dated as of September 26, 2024, previously filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K dated April 24, 2026, is incorporated herein by reference.
4.3		Third Supplemental Indenture, dated as of August 20, 2026, among the Issuer, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and JPMorgan Chase Bank, N.A., as collateral agent, to the indenture, dated as of September 26, 2024, governing the Issuer’s 5.500% Senior Secured Notes due 2031 and the Issuer’s 6.000% Senior Secured Notes due 2036.
4.4		Form of Global Note representing the 2031 Notes (included in Exhibit 4.3)
4.5		Form of Global Note representing the 2036 Notes (included in Exhibit 4.3)
4.6		Additional Authorized Representative Joinder Agreement, dated as of August 20, 2026, among U.S. Bank Trust Company, National Association, as trustee and additional authorized representative for the holders of the Notes, the Issuer, the Subsidiary Guarantors party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.
5.1		Opinion of Norton Rose Fulbright LLP
5.2		Opinion of Matthew D. Klein
23.1		Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1)
23.2		Consent of Matthew D. Klein (included in Exhibit 5.2)
104		Cover Page Interactive Data File (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.

				Universal Health Services, Inc.
Date: August 21, 2026				By:		/s/ Steve Filton
				Name:		Steve Filton
				Title:		Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-4.3 EX-4.3 356.1 KB
• EX-4.6 EX-4.6 205.6 KB
• EX-5.1 EX-5.1 126.9 KB
• EX-5.2 EX-5.2 88.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB