Every 8-K that Universal Health Services, Inc. (UHS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UHS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UHS filings page.
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.
Universal Health Services, Inc. completed the acquisition of Talkspace, Inc., with Talkspace becoming an indirect wholly owned subsidiary. The transaction closed on August 17, 2026 under a previously announced Agreement and Plan of Merger. Each share of Talkspace common stock converted into the right to receive $5.25 in cash, and vested Talkspace stock options and RSUs were cancelled for transaction proceeds, while unvested awards were converted into equity awards tied to UHS Class B common stock.
To fund the purchase price, UHS borrowed $400 million under a delayed draw term loan facility and drew additional funds under its revolving credit facility, both under its long-standing Credit Agreement, creating new direct financial obligations. The combination joins UHS’s large behavioral and acute care footprint with Talkspace’s virtual behavioral health platform, which uses a network of approximately 6,000 licensed providers serving more than 200 million people. UHS reported approximately $17.4 billion in 2025 revenues and operates extensive hospital and behavioral health facilities across multiple geographies.
Universal Health Services, Inc. entered into an underwriting agreement with a syndicate led by J.P. Morgan Securities, BofA Securities, Truist Securities, U.S. Bancorp Investments and Wells Fargo Securities for the issuance and sale of $1,100,000,000 aggregate principal amount of senior secured notes. The notes will be guaranteed on a senior secured basis by subsidiaries that guarantee the company’s senior secured credit facility and other first- or junior-lien obligations, and will be issued under an effective Form S-3 shelf registration and related prospectus supplement. Affiliates of several underwriters are lenders and agents under the company’s revolving credit facility and term loans and will receive a portion of the proceeds through repayment of outstanding borrowings and potential repayment of 1.650% Senior Secured Notes due 2026. J.P. Morgan Securities LLC is also acting as financial advisor on the proposed acquisition of Talkspace, Inc.
Universal Health Services reported second‑quarter 2026 net revenues of $4.64 billion, up 8.3% from 2025, and net income attributable to UHS of $358.4 million, or $5.98 per diluted share, versus $5.43 a year earlier. Results reflected a $100 million favorable Florida Medicaid managed care directed payment, partly offset by a $28 million increase in self‑insured liability reserves, with no non‑GAAP adjustments in 2026.
For the first six months of 2026, net revenues rose to $9.13 billion and net income attributable to UHS to $707.1 million, or $11.63 per diluted share. EBITDA net of noncontrolling interests reached $680.2 million in the quarter and $1.33 billion year‑to‑date, while Adjusted EBITDA net of NCI was $677.9 million and $1.33 billion, respectively. Same‑facility acute care and behavioral health revenues increased 8.2% and 7.4%, supported by higher admissions, patient days and revenue per unit.
Net cash provided by operating activities was $844.9 million in the first half, below 2025 primarily due to working‑capital timing. UHS repurchased 1.89 million shares for $320.3 million in the quarter, leaving $977.6 million in remaining authorization. The company revised 2026 guidance to net revenues of $18.501–$18.762 billion, Adjusted EBITDA net of NCI of $2.610–$2.717 billion, and adjusted EPS‑diluted of $22.28–$23.65. The revised midpoints imply a 0.2% increase in expected net revenues but 1.9% and 2.6% reductions in Adjusted EBITDA and adjusted EPS versus the original 2026 forecast.
Universal Health Services, Inc. entered into a Twelfth Amendment to its Credit Agreement, establishing a new incremental delayed draw tranche A term loan facility of up to $700 million under its Senior Secured Credit Facility (the July 2026 Delayed Draw Term Loan). The loan may be drawn from July 20, 2026 through September 30, 2026 and will mature 364 days after the funding date. It does not amortize, with any outstanding principal due in full at maturity, and is subject to mandatory prepayment upon certain new indebtedness or equity issuances, subject to limited exceptions.
The company states that if it draws on this facility, it intends to use the proceeds for general corporate purposes, including refinancing existing indebtedness and paying related fees and expenses. Initial interest margins are 0.125% for ABR Loans and 1.125% for Term Benchmark and RFR Loans, based on its Consolidated Net Leverage Ratio. Obligations under the Senior Secured Credit Facility are secured on an equal and ratable basis with multiple existing series of the company’s senior secured notes pursuant to its Amended and Restated Collateral Agreement.
Universal Health Services, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on May 20, 2026. Stockholders elected Alan B. Miller as a Class III director with 7,236,288 votes in favor and no votes withheld, and elected Nina Chen-Langenmayr with 31,836,231 votes in favor and 14,129,963 votes withheld.
Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 62,219,230 votes in favor and 228,600 against. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 62,633,332 votes in favor.
A stockholder proposal requesting reporting of votes based on UHS shareholder money at risk was rejected, receiving 2,917,981 votes in favor and 59,513,156 against. A separate workforce diversity disclosure proposal was withdrawn before the meeting and therefore was not voted on.
Universal Health Services, Inc. announced that Matthew J. Peterson, Executive Vice President and President of Behavioral Health, has resigned effective June 19, 2026. He has been with the company since 2019 and plans to pursue a non-competitive external opportunity.
As of the effective date, all of his unvested stock options, restricted stock units and performance-based restricted stock units will terminate. After that date, he will receive only amounts already accrued and vested under company benefit plans and any payments required by law.
Chief Executive Officer and President Marc D. Miller will take on interim leadership of the Behavioral Health Care Division alongside its Senior Vice Presidents, while the company begins an immediate search for a permanent replacement.
Universal Health Services, Inc. reported solid growth for the three months ended March 31, 2026. Net revenues rose 9.6% to $4.495 billion, while net income attributable to UHS increased to $348.7 million, or $5.65 per diluted share, up from $4.80 a year earlier. Adjusted net income was $346.5 million, or $5.62 per diluted share.
EBITDA net of noncontrolling interests was $651.7 million and Adjusted EBITDA net of NCI was $648.3 million. Same-facility acute care net revenues grew 8.2%, driven mainly by higher revenue per admission and patient day, while same-facility behavioral health revenues rose 7.3% on modest volume and pricing gains.
Operating cash flow improved to $401.6 million. The company amended its credit agreement in April 2026 to add an aggregate $900 million of borrowing capacity, including a new $400 million delayed draw term loan A tied to the planned acquisition of Talkspace, Inc., and continued capital returns with 675,000 Class B shares repurchased for about $127.3 million.
Universal Health Services, Inc. amended its long-standing senior secured credit agreement through an Eleventh Amendment, adding new revolving and term loan capacity and updating pricing. The company now has a new $200 million incremental revolving facility, a $300 million incremental tranche A term loan and a $400 million delayed draw term loan under its Senior Secured Credit Facility. The delayed draw term loan is intended to fund the previously announced acquisition of Talkspace, Inc. All incremental loans generally mature on September 26, 2029 and carry margins tied to the company’s Consolidated Net Leverage Ratio. The company also executed supplemental indentures adding new subsidiary guarantors to its various senior secured notes.
Universal Health Services outlined 2026 incentive pay for senior executives and granted new stock-based awards. The compensation committee set target annual bonuses as a percentage of 2026 base salary, including 150% for CEO Marc D. Miller and 100% for other named executives, based on corporate and, for some leaders, divisional performance. Metrics include adjusted net income per diluted share and return on capital, with payouts ranging from 0% to 200% of target. The committee also approved a $1.07 million discretionary cash bonus for Executive Chairman Alan B. Miller for 2025.
For long-term incentives, the committee granted time-based restricted stock units and performance-based RSUs using a $185.09 share price. CEO Marc D. Miller received 29,715 RSUs and 29,715 PBRSUs, with similar but smaller awards for other executives. PBRSU payouts will now be based on three-year average Adjusted EBITDA net of noncontrolling interests, with 50% of target paid at 90% of the performance goal and up to 200% at 110% or more.
Universal Health Services, Inc. plans to acquire virtual behavioral healthcare provider Talkspace, Inc. for $5.25 per share, implying an enterprise value of approximately $835 million, funded with borrowings under UHS’ existing revolving credit facility.
Talkspace generated $229 million in 2025 revenue and delivered more than 1.6 million therapy and psychiatry sessions, with services available to over 200 million covered individuals. UHS expects the deal to be slightly accretive to adjusted net income per diluted share in the first 12 months after closing and increasingly accretive thereafter. The transaction was unanimously approved by both boards and is expected to close in the third quarter of 2026, subject to Talkspace stockholder approval, regulatory approvals and other customary conditions.
Universal Health Services, Inc. reported strong growth for 2025 and updated investors on a major legal case. Net revenues rose to $17.365 billion in 2025 from $15.828 billion in 2024, while net income attributable to UHS increased to $1.489 billion, or $23.10 per diluted share, up from $16.82.
Fourth-quarter 2025 net revenues were $4.486 billion and net income attributable to UHS was $445.9 million, or $7.06 per diluted share. Adjusted net income for 2025 was $1.401 billion, or $21.74 per diluted share, and Adjusted EBITDA net of NCI reached $2.590 billion.
For 2026, the company forecasts net revenues of $18.417 billion to $18.789 billion, Adjusted EBITDA net of NCI of $2.641 billion to $2.789 billion, and EPS of $22.64 to $24.52. The company also highlighted an October 2025 authorization increase to its stock repurchase program and noted a court order granting a new trial in a Nevada lawsuit where a large punitive verdict had previously been awarded.
Universal Health Services, Inc. approved an amended and restated employment agreement for its Chief Executive Officer and President, Marc D. Miller. Under the new agreement, he will serve as CEO through a term scheduled to end on January 1, 2029, with automatic one-year renewals unless either party opts out.
Beginning in 2026, Mr. Miller’s base salary as CEO will be $1,575,000, a 5% increase over his 2025 base salary, and he will have an annual bonus target equal to 150% of his salary, subject to performance-based adjustment. He remains eligible for long-term incentive plan awards and a range of executive benefits, including insurance coverage, a company automobile, and personal use of fractionally owned aircraft.
The agreement details treatment of bonuses and vesting of long-term stock-based awards upon termination in various scenarios, including disability, death, termination for cause, and termination without cause or for specified breaches. In certain termination situations, he may continue to receive his cash compensation, long-term equity incentives, and other benefits for the remainder of the term, with vesting of awards accelerating, subject to conditions such as a general release.
Universal Health Services (UHS) furnished an Item 2.02 update, stating it issued a press release on October 27, 2025 regarding results of operations and financial condition. The release is attached as Exhibit 99.1.
The filing also lists the Cover Page Interactive Data File as Exhibit 104 and confirms UHS’s Class B common stock trades on the NYSE under the symbol UHS.
Universal Health Services, Inc. reports that its wholly owned administrative services subsidiary, UHS of Delaware, Inc., has received an adverse jury verdict in a Nevada lawsuit related to physician departures from St. Mary’s Medical Group in Reno to Pinnacle Medical Group.
The jury awarded approximately $4.7 million in compensatory damages against UHS of Delaware, Inc. and other defendants, and $500 million in punitive damages against UHS of Delaware, Inc., with lesser punitive amounts against some other defendants. The company states that, based on Nevada statutory law, it expects the punitive damages to be reduced to a maximum of approximately $14 million, and notes that recent Nevada Supreme Court precedent could further reduce the punitive amount.
UHS of Delaware, Inc. and the other defendants are evaluating legal options and intend to challenge the verdict in post-judgment proceedings and on appeal. The company states it is uncertain about its ultimate financial exposure and warns that if it cannot reverse the verdict, significantly reduce damages, or if it must post a substantial bond pending appeal, the matter could have a material adverse effect on its financial condition.