Miller Marc D 4

What Happened

• Marc D. Miller, President, CEO and a director of Universal Health Services (UHS), exercised stock derivatives and received a grant of performance-based restricted stock units (RSUs) on March 12, 2026. He exercised options to acquire 100,425 shares (50,000 @ $138.80; 50,425 @ $152.68) for a combined exercise cost of $14,638,889 and was issued 63,036 shares upon RSU vesting (no cash cost). To satisfy tax/exercise obligations, 110,850 shares were withheld/sold (86,045 @ $190.82 and 24,805 @ $190.49) with a combined value of about $21,144,641. The filing also reports the option-to-share conversions (derivative line items) related to the exercises.

Key Details

• Transaction date: March 12, 2026; Form 4 filed March 13, 2026 (timely).
• Option exercises: 50,000 shares @ $138.80 (cost $6,940,000) and 50,425 shares @ $152.68 (cost $7,698,889).
• RSUs vested: 63,036 shares issued upon vesting (reported as grant/award, $0 cash).
• Tax/exercise withholding/disposal: 86,045 shares @ $190.82 ($16,419,537) and 24,805 shares @ $190.49 ($4,725,104).
• Derivative conversion lines (50,000 and 50,425 shares @ $0) reflect the conversion/exercise of the options into common shares.
• Shares owned after the transactions: not stated in the provided filing extract.
• Footnotes:
  • F1: The 63,036 shares came from performance-based RSUs awarded 3/15/2023 that vested upon meeting performance criteria and were not previously reportable under Section 16.
  • F2: The option vested ratably on 3/17/2022, 3/17/2023, 3/17/2024 and 3/17/2025.

Context

• This was an option exercise combined with tax-withholding (a common cashless-like transaction): Miller paid to exercise options and had a portion of the resulting shares withheld/sold to cover taxes and/or exercise obligations — not an open-market sale for diversification.
• Such withholding/sales (transaction code F) are routine to satisfy tax liabilities and do not necessarily signal a change in insider sentiment.