UNIVERSAL HEALTH SERVICES INC SEC Filings

UNIVERSAL HEALTH SERVICES INC Executive Chairman Alan B. Miller exercised stock options and increased his direct Class B holdings. On March 10, 2026, he exercised options for 62,500 Class B shares at $138.80 per share and 70,212 shares at $152.68 per share, acquiring a total of 132,712 Class B shares.

To cover the option exercise price or related tax liability, 114,258 Class B shares were delivered at $189.62 per share under a code F tax-withholding transaction. After these movements, Miller directly holds 1,764,485 Class B shares. Additional Class B shares are held indirectly through various family trusts, GRATs and a foundation, and Miller disclaims beneficial ownership of those securities.

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. outlines its 2025 operations as a large hospital and behavioral health operator with 375 inpatient facilities and 168 outpatient and other facilities across 40 U.S. states, Washington, D.C., the U.K. and Puerto Rico.

Acute care hospitals and related outpatient facilities generated about 57% of consolidated net revenues in 2025 and 2024, while behavioral health facilities contributed about 43%, including U.K. behavioral health revenues of approximately $1.001 billion in 2025. The company highlights heavy exposure to Texas, Nevada and California, significant dependence on Medicare, Medicaid and other governmental payers, and extensive regulatory oversight in both the U.S. and U.K.

UHS also describes its long‑standing advisory and leasing relationship with Universal Health Realty Income Trust, a strong compliance and ethics program, and detailed human capital initiatives for its roughly 101,500 employees. The risk section emphasizes reimbursement pressure, policy changes such as the One Big Beautiful Budget Act, competition for patients and physicians, climate and weather risks, and potential impacts from pending physician group changes in Washington, D.C.

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.

Form 144 notice: A proposed sale of 3,817 shares of common stock is disclosed. The filing lists an aggregate market value of $852,342.97 and names Morgan Stanley Smith Barney LLC Executive Financial Services as broker. The approximate sale date is 11/11/2025 on the NYSE.

The shares were acquired on 11/11/2025 via a stock option exercise from the issuer, paid in cash on the same date. Shares outstanding were 6,574,600 as shown in the table; this is a baseline figure, not the amount being sold.

Universal Health Services (UHS): Director stock activity reported. On 11/11/2025, a UHS director exercised options for 10,000 Class B shares at $138.8 per share (code M). The filing shows subsequent dispositions: 6,183 shares (code F) at $224.49, sales of 3,675 shares at a weighted average price of $223.2766 (code S; multiple trades between $222.92–$223.91), and 142 shares at a weighted average price of $223.9563 (code S; trades between $223.93–$223.99).

Following these transactions, the director directly owned 8,481 Class B shares. The option covering 10,000 shares (expiring 03/16/2026) now has 0 derivative securities remaining after exercise.

Universal Health Services (UHS) reported stronger third‑quarter results. Net revenues were $4,495,245,000, up from $3,963,027,000 a year ago. Income from operations rose to $521,688,000 from $384,165,000. Net income attributable to UHS increased to $372,957,000, and diluted EPS was $5.86 versus $3.80 last year, reflecting improved operating performance across the business.

For the first nine months of 2025, net revenues reached $12,878,781,000 and diluted EPS was $16.07. The balance sheet showed total assets of $15,343,924,000, cash and cash equivalents of $112,895,000, and total debt carrying value of about $4.7 billion. Near‑term liquidity includes a revolving credit facility with approximately $965 million of available capacity as of September 30, 2025. Current maturities of long‑term debt were $740,186,000, highlighting upcoming obligations. Operating cash flow for the nine months was $1,289,704,000, funding $733,932,000 of capital additions and $615,941,000 of share repurchases.