TENET HEALTHCARE CORP 8-K

What Happened

• Tenet Healthcare Corporation announced on February 2, 2026 that it expects Adjusted EBITDA for the year ended December 31, 2025 to be at the upper end of its guidance range of $4.47 billion to $4.57 billion. The company cautioned these are preliminary estimates and actual results may change before final reporting.
• On January 27, 2026 Tenet entered an Omnibus Agreement with Conifer Health Solutions, Conifer Revenue Cycle Solutions and CommonSpirit Health (CHI) that includes termination of certain services, payments and an equity redemption related to Conifer.

Key Details

• Adjusted EBITDA guidance: current range $4.47B–$4.57B; company expects results at the upper end for FY 2025.
• Omnibus Agreement effective January 27, 2026 (with some actions effective as of January 1, 2026 or December 31, 2026): CHI will pay an aggregate $1.9 billion in annual installments over the next three years.
• $540 million of the $1.9B was satisfied on January 27, 2026 by offsetting a $540M payment due to CHI from Conifer Health; Conifer redeemed CHI’s 23.8% equity interest for $540M effective January 1, 2026.
• Estimated balance sheet effects for Tenet: reduction in redeemable non‑controlling interest and other liabilities of ~$885 million and an increase in additional paid‑in capital of ~$305 million. Mutual releases between the parties are part of the agreement.

Why It Matters

• For investors, the updated guidance indicates Tenet expects stronger adjusted operating performance for FY2025 (Adjusted EBITDA at the top of the stated range), but the company warns results are preliminary and subject to change.
• The Omnibus Agreement resolves Conifer/CHI relationships and produces near‑term cash and balance sheet changes (the $1.9B payment schedule and the ~$885M reduction in redeemable non‑controlling interest). These items can affect reported equity and leverage metrics when final accounting is completed.
• The filing includes a press release (Exhibit 99.1) and typical forward‑looking statement cautions; shareholders should await the finalized financial statements for confirmed results.