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): ~~December~~February 3025, ~~2025~~2026

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-10765	23-2077891
(State or other jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Amended~~On ~~and~~February ~~Restatement~~25, ~~Employment~~2026, ~~Agreement~~Universal ofHealth MrServices, Inc. ~~Marc~~issued D.the ~~Miller~~press release attached hereto as Exhibit 99.1.

OnItem ~~December 30, 2025, the Compensation Committee of the Board of Directors of Universal Health Services, Inc~~8. (the “Company”) approved amendments to the existing employment agreement between Mr. Marc D. Miller, the Company’s Chief Executive Officer (“CEO”) and President, and UHS of Delaware, a wholly owned subsidiary of the Company and, the employer of record for the Company’s management employees. The obligations of UHS of Delaware under the amended and restated employment agreement (the “A&R Employment Agreement”) are, other than as set forth herein, substantially the same as the existing employment agreement and are guaranteed by the Company.01 ~~The~~Other ~~Compensation Committee also approved an amendment to the Company guaranty to make certain conforming changes~~Events. Pursuant to the terms of the A&R Employment Agreement, Mr. Marc D. Miller will serve as CEO of the Company with a term scheduled to end on January 1, 2029, subject, however, to earlier termination, and subject further to automatic renewal for additional one-year periods unless either party elects otherwise.

~~Pursuant~~As todisclosed in our Annual Report for the ~~terms~~year ended December 31, 2025, filed on February 25, 2026, UHS of Delaware, Inc., the ~~A&R~~wholly-owned ~~Employment~~administrative ~~Agreement~~services subsidiary of Universal Health Services, MrInc. ~~Marc~~("the DCompany") is a defendant in a lawsuit, St. ~~Miller~~Mary’s ~~salary~~Medical asGroup, ~~our~~Inc. ~~CEO~~et. ~~will~~al. bev. $1Pinnacle Medical Group,~~575~~ Northern Nevada,~~000~~ ~~for~~et. ~~2026~~al., ~~which~~filed isin 5%Washoe ~~increase~~County, ~~over~~Nevada, ~~his~~along ~~2025~~with ~~base~~Pinnacle ~~salary.~~Management ~~Mr.~~Group ~~Marc~~NV, D.LLC ~~Miller~~("Pinnacle isMedical ~~also~~Group", ~~entitled~~in towhich ana ~~annual~~subsidiary ~~bonus~~of ~~opportunity~~the ~~target~~Company ~~equal~~holds toa ~~150~~50% ofinterest) ~~his~~and ~~salary~~several individuals. The ~~amount~~Company ofwas ~~the~~previously ~~annual~~dismissed ~~bonus~~from ~~for~~the ~~any~~lawsuit. ~~year~~The ~~may~~lawsuit becontains ~~more~~allegations orof ~~less~~intentional ~~than~~interference ~~the~~with ~~target~~contractual ~~amount~~relationships and ~~will~~prospective beeconomic ~~determined~~advantage byresulting from the ~~Board~~departure of ~~Directors~~several inphysicians ~~accordance~~and ~~with~~advance ~~pre-established~~practice ~~performance~~providers ~~measures~~from St. ~~Additionally~~Mary’s Medical Group in Reno, ~~Mr.~~Nevada, ~~Marc~~who Djoined Pinnacle Medical Group in 2021. ~~Miller~~A ~~may~~trial ~~also~~of bethis ~~paid~~matter ~~during~~was ~~the~~concluded ~~term~~on ofSeptember ~~his~~26, ~~employment~~2025, ~~agreement~~with a verdict rendered against UHS of Delaware, ~~bonuses~~Inc. and the other ~~compensation~~defendants asfor ~~may~~approximately ~~from~~$4.7 ~~time~~million toin ~~time~~compensatory bedamages. ~~determined~~The byjury ~~the~~also ~~Board~~awarded punitive damages against UHS of ~~Directors~~Delaware, Inc. of $500 million and lesser amounts against some of the other defendants.

~~Mr.~~UHS ~~Marc~~of DDelaware, Inc. ~~Miller participates in benefit plans~~ and ~~programs that are made available to other employees and will be eligible to receive annual awards under~~ the ~~Company’s long-term incentive plan(s) (“LTIP”) as in effect from time to time, which will be subject to conditions as are consistent with terms and conditions applicable to LTIP awards made to~~ other ~~senior~~defendants ~~executives~~challenged ofthis ~~the~~verdict ~~Company, subject to certain acceleration rights upon a qualifying termination of employment as set forth~~ in ~~the~~post-judgment ~~A&R~~trial ~~Employment~~court ~~Agreement.~~proceedings ~~Mr.~~on ~~Marc~~various Dgrounds. On ~~Miller~~February ~~is also entitled at Company expense to certain health~~25, ~~disability and accident insurance coverage and retirement benefits made available to other eligible employees~~2026, ~~and~~the ~~shall~~judge beissued ~~provided~~a ~~with~~verbal ~~certain~~order ~~other~~granting ~~executive benefits including~~ a ~~Company~~new ~~automobile,~~trial ~~use for personal purposes of Company fractionally owned aircraft at Company expense, reimbursement of taxes~~ based onupon ~~imputed~~juror ~~income~~misconduct. As ~~resulting~~a ~~from~~result ~~his use~~ of ~~such~~this ~~aircraft and reimbursement of certain business travel expenses~~ruling, init ~~each~~is ~~case~~anticipated asthat ~~specified and subject to~~ the ~~limitations~~entire ~~set~~verdict ~~forth~~will inbe ~~the~~vacated ~~A&R~~and ~~Employment~~a ~~Agreement.~~new ~~The~~trial ~~Company~~ will ~~continue~~be toscheduled ~~pay~~at the ~~premiums~~court’s ~~for the long-term disability insurance coverage presently maintained by the Company for Mr~~convenience. Plaintiffs ~~Marc~~may D.attempt ~~Miller~~to ~~and~~appeal ~~other~~this ~~eligible employees~~ruling.

InEven ~~general~~if the verdict is reinstated on appeal, under ~~Mr.~~Nevada ~~Marc~~statutory D.law, ~~Miller’s~~we ~~employment~~would ~~agreement,~~expect ~~long-term~~the ~~stock-based~~punitive ~~incentive~~damages ~~awards~~to ~~granted~~be ~~during~~reduced orto ~~before~~a ~~employment~~maximum asof ~~CEO~~approximately ~~will~~$14 ~~become~~million ~~fully~~and ~~vested~~recent ~~upon~~Nevada ~~termination~~Supreme Court precedent could further reduce the amount of ~~his~~punitive ~~employment~~damages. asAlthough ~~CEO~~we atare uncertain as to the ~~time~~ultimate ~~such~~financial ~~employment~~exposure ~~ends,~~related ~~other~~to ~~than~~this bymatter usand ~~for~~we ~~“cause”~~can make no assurance regarding its outcome, or ~~voluntarily~~the byamount ~~Mr.~~of ~~Marc~~damages D.that ~~Miller~~may ~~before~~be orrecoverable atafter post-judgment proceedings and appeals, during the ~~end~~third quarter of ~~the~~2025, ~~applicable~~we ~~term~~recorded ~~(under~~an ~~circumstances~~$18 ~~not~~million ~~involving~~legal reserve in connection with this matter. If this matter is decided adversely to us, this matter could have a ~~breach~~material ofadverse ~~his~~effect ~~employment~~on ~~agreement~~the byfinancial condition of the Company).

IfItem Mr9.01 ~~Marc~~Financial D.Statements ~~Miller’s~~and ~~employment is terminated for “cause”, as defined in his employment agreement, he will be entitled to any benefits payable to or earned by Mr~~Exhibits. Marc D. Miller with respect to any period of his employment or other service prior to the date of such discharge. If Mr. Marc D. Miller’s employment is terminated due to his disability, Mr. Marc D. Miller shall be paid a pro rata portion of the annual bonus which would otherwise have been payable for the year in which his employment terminates, plus an amount equal to one-half of his base salary, payable in twelve equal monthly installments.

If Mr. Marc D. Miller’s employment or service terminates due to his death, Mr. Marc D. Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Marc D. Miller as of the date of his death, in addition to a pro rata portion of the annual bonus which would otherwise have been payable for the year of his death. Mr. Marc D. Miller’s beneficiary shall also receive any life insurance benefits under insurance policies maintained on Mr. Marc D. Miller’s life by us and for which he had the right to designate the beneficiary.

If Mr. Marc D. Miller terminates his employment or other service under his employment agreement because of a material change in the duties of his office or any other breach by the Company of our obligations, or in the event of the termination of his employment by us without cause or otherwise in breach of his employment agreement, subject to the terms of the employment agreement, Mr. Marc D. Miller will generally continue to receive for the remainder of his employment term all of the cash compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Marc D. Miller’s right to receive any severance benefits on his execution of a general release in favor of the Company.

The foregoing description of the A&R Employment Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1		Amended and Restated Employment Agreement dated December 30, 2025, between UHS Of Delaware, Inc. And Marc D. Miller.
99.1		Universal Health Services, Inc., press release, dated February 25, 2026
10.2		Amendment, dated as of December 30, 2025, of the Guaranty Agreement dated as of March 19, 2025, by and between Universal Health Services, Inc., A Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406, and Marc D. Miller.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit Index

Exhibit No.		Exhibit
10.1		Amended and Restated Employment Agreement dated December 30, 2025, between UHS Of Delaware, Inc. And Marc D. Miller.
99.1		Universal Health Services, Inc., press release, dated February 25, 2026.
10.2		Amendment, dated as of December 30, 2025, of the Guaranty Agreement dated as of March 19, 2025, by and between Universal Health Services, Inc., A Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406, and Marc D. Miller.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

By:		/s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer

Date: ~~December~~February 3126, ~~2025~~2026

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