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): ~~March~~April 2622, 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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~2026~~Senior ~~Annual~~Secured ~~Incentive~~Credit ~~Bonus Performance Goals~~Facility

On ~~March~~April 2622, 2026, ~~the~~Universal ~~Compensation~~Health ~~Committee~~Services, ofInc. (the ~~Board~~“Company”) ofentered ~~Directors~~into a Eleventh Amendment and Increased Facility Activation Notice (the “~~Committee~~Eleventh Amendment”) ~~approved~~to ~~specific~~its ~~bonus~~Credit ~~formulae~~Agreement, ~~for~~dated as of November 15, 2010 (as amended by the ~~determination~~First Amendment dated as of ~~annual~~March ~~incentive~~15, ~~compensation~~2011, ~~for~~the Second Amendment dated as of September 21, 2012, the ~~Company’s~~Third ~~executive~~Amendment ~~officers~~dated ~~for~~as of May 16, 2013, the ~~year~~Fourth ~~ending~~Amendment ~~December~~dated 31as of August 7, ~~2026~~2014, ~~pursuant~~the toFifth Amendment dated as of June 7, 2016, the ~~2022~~Sixth ~~Executive~~Amendment ~~Incentive~~dated ~~Plan~~as ~~which~~of ~~was~~October ~~adopted~~23, by2018, the ~~Committee~~Seventh inAmendment ~~March~~dated as of August 24, 2021, the Eighth Amendment dated as of September 10, 2021, the Ninth Amendment dated as of June 23, 2022, (and the Tenth Amendment dated as of September 26, 2024, the “~~Plan~~Existing Credit Agreement”)., ~~Under~~and the ~~formulae~~Existing ~~approved~~Credit Agreement, as amended by the ~~Committee~~Eleventh Amendment, ~~each~~the of“Credit Agreement”), among the Company’s, ~~executive~~the ~~officers~~several ~~was~~banks ~~assigned~~and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Eleventh Amendment provides for the amendment of the Existing Credit Facility as of April 22, 2026 (as so amended, the “Senior Secured Credit Facility”) to add under the Senior Secured Credit Facility (i) a ~~percentage~~new incremental revolving credit facility of ~~such~~up ~~executive~~to ~~officer’s~~$200 million (the “2026 ~~base~~Incremental ~~salary~~Revolving asLoan”), (ii) a ~~target~~new ~~bonus~~incremental ~~based~~tranche ~~upon~~A ~~corporate~~term ~~performance~~loan ~~criteria.~~facility ~~The~~of ~~corporate~~up ~~performance~~to ~~criteria~~$300 ~~target~~million ~~bonus~~(the ~~award~~“2026 ~~indicated~~Incremental ~~below~~Term ~~for~~Loan”), ~~Mr.~~and ~~Marc~~(iii) D.a ~~Miller~~new isincremental ~~stipulated~~delayed indraw ~~his~~tranche ~~employment~~A ~~agreement~~term loan facility of up to $400 million (the “2026 Delayed Draw Term Loan”).

~~Mr.~~The ~~Alan~~2026 B.Incremental ~~Miller,~~Revolving ~~who~~Loan ~~serves~~is asan ~~our~~incremental ~~Executive~~revolving ~~Chairman~~facility ofin the ~~Board,~~initial ~~may~~amount beof ~~entitled~~$200 tomillion, ~~bonuses~~available ~~and~~on ~~other~~a ~~compensation~~revolving ~~(including~~basis ~~annual~~commencing ~~incentive~~on ~~bonuses)~~April ~~as may be determined by the Committee. On March 26~~22, 2026, athe ~~discretionary~~effective ~~cash~~date ~~bonus~~ of ~~$1.07~~the ~~million~~Eleventh ~~was~~Amendment, ~~approved by our Compensation Committee~~ and ~~will~~ending beon ~~paid~~September ~~to Mr. Alan B. Miller for the year ended December 31~~26, ~~2025~~2029.

The ~~following~~2026 ~~table~~Incremental ~~shows~~Term ~~each~~Loan, ~~executive~~in ~~officer’s~~the ~~corporate~~amount ~~performance~~of ~~criteria~~up ~~target~~to ~~bonus~~$300 asmillion, awill ~~percentage~~mature ofon ~~their~~September ~~base~~26, ~~salary~~2029 ~~for~~(the ~~2026.~~“Incremental ~~With~~Term ~~respect~~Maturity ~~to Messrs~~Date”). ~~Marc~~The D.2026 ~~Miller~~Incremental ~~and~~Term ~~Steve~~Loan G.shall ~~Filton,~~be ~~100%~~repayable offor ~~their~~the ~~annual~~first ~~incentive~~eight ~~bonus~~quarters ~~for~~in ~~2026~~equal ~~will~~quarterly beinstallments ~~determined~~(commencing ~~using~~September ~~the~~30, ~~corporate~~2026) ~~performance~~in ~~criteria,~~an asaggregate ~~described~~amount ~~below.~~per ~~With~~quarter ~~respect~~equal to ~~Messrs~~0.625% ~~Sim~~of ~~and~~the ~~Peterson,~~original ~~their~~principal amount of the 2026 ~~annual~~Incremental ~~incentive~~Term ~~bonus~~Loan ~~will~~and bethereafter ~~determined~~in ~~utilizing:~~equal ~~(i)~~quarterly ~~25%~~installments ofin ~~their~~an ~~annual~~aggregate ~~salary~~amount ~~based~~per ~~upon~~quarter ~~the~~equal ~~achievement~~to 1.25% of the ~~corporate~~original ~~performance~~principal ~~criteria,~~amount ~~and;~~of ~~(ii)~~the ~~75%~~2026 ofIncremental ~~their~~Term ~~annual~~Loan. ~~salary~~The ~~based~~balance ~~upon~~of the ~~achievement~~2026 ofIncremental ~~the~~Term ~~divisional~~Loan ~~income~~will ~~targets,~~be aspayable ~~described~~on ~~below~~the Incremental Term Maturity Date.

Name	Title	Target Award
Marc D. Miller	Chief Executive Officer (“CEO”) and President		150	%
Steve G. Filton	Executive Vice President and Chief Financial Officer (“CFO”)		100	%
Edward H. Sim	Executive Vice President (“EVP”) and President-Acute Care Division		100	%
Matthew J. Peterson	Executive Vice President and President-Behavioral Health Division		100	%

The applicable margin for borrowings under the 2026 Incremental Revolving Loan, the 2026 Incremental Term Loan and the existing revolving loans (including swingline loans) and the tranche A term loan facilities under the Credit Agreement, after giving effect to the Eleventh Amendment, will be based upon the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement) and initially be 0.25% in the case of ABR Loans and 1.25% in the case of Term Benchmark Loans and RFR Loans (each as defined in the Credit Agreement. The Eleventh Amendment provides for the removal of the .10% credit spread adjustment from existing and incremental revolving and tranche A term loans.

~~Pursuant~~The to2026 ~~the~~Delayed ~~Plan~~Draw ~~and~~Term ~~the~~Loan, ~~formulae~~in ~~approved by~~ the ~~Committee,~~amount ~~each~~of ~~executive~~up ~~officer will be entitled~~ to ~~receive~~$400 ~~between~~million, 0%will ~~and~~mature ~~200%~~on ofthe ~~that~~Incremental ~~executive~~Term ~~officer’s~~Maturity ~~target~~Date. ~~bonus~~The ~~based,~~2026 ~~either~~Delayed ~~entirely~~Draw ~~(100%~~Term ~~for~~Loan ~~Messrs.~~shall ~~Marc~~not ~~Miller~~amortize and ~~Steve~~any ~~Filton)~~outstanding or2026 inDelayed ~~part~~Draw ~~(25%~~Term ~~for~~Loan ~~Messrs.~~will ~~Sim~~be ~~and~~payable ~~Peterson),~~ on the ~~Company’s~~Incremental ~~achievement~~Term ofMaturity aDate. ~~combination~~The ~~of:~~applicable ~~(i)~~margin afor ~~specified~~borrowings ~~range~~under ofthe ~~target~~2026 ~~levels~~Delayed ofDraw ~~adjusted~~Term ~~net~~Loan ~~income~~under ~~per~~the ~~diluted~~Credit ~~share~~Agreement ~~attributable~~will tobe ~~UHS~~based ~~(as~~upon ~~set~~the ~~forth~~Company’s inConsolidated ~~our~~Net ~~Proxy~~Leverage ~~Statement)~~Ratio, ~~and;~~as ~~(ii)~~determined aby ~~specified~~certain ~~range~~applicable ofpricing ~~target~~grid ~~levels~~agreed ofbetween ~~return~~the onCompany ~~capital~~and ~~(adjusted~~each ~~net~~2026 ~~income~~Delayed ~~attributable~~Draw toTerm ~~UHS~~Lender ~~divided~~(as bydefined ~~quarterly~~in ~~average net capital) for~~ the ~~year~~Credit ~~ending December 31, 2026~~Agreement). The ~~adjusted~~Company ~~net~~intends ~~income per diluted share attributable~~ to ~~UHS~~use ~~excludes~~ the ~~impact~~proceeds offrom ~~future items, if applicable and material, that are nonrecurring or non-operational in nature, including, among other things, items such as changes in~~ the ~~value~~2026 ofDelayed ~~certain~~Draw ~~non-marketable~~Term ~~securities,~~Loan ~~and the net tax impact recorded in connection with ASU 2016-09, Compensation-Stock Compensation: Improvements~~ to ~~Employee~~fund ~~Share-Based~~its ~~Payment~~previously ~~Accounting,~~announced ~~net~~acquisition of ~~the~~Talkspace, ~~impact of executive compensation limitations pursuant to IRC section 162(m)~~Inc.

~~Pursuant~~The toobligations of the ~~formulae~~Company ~~approved~~and bycertain of the ~~Committee,~~Company’s ~~Messrs.~~existing ~~Sim~~and future direct and ~~Peterson~~indirect ~~will~~subsidiaries, beincluding ~~entitled~~certain tonew ~~receive~~subsidiaries ~~between~~added 0%as ~~and~~guarantors ~~200%~~in ofconnection ~~their~~with ~~target~~the ~~bonus~~Eleventh ~~that~~Amendment isand ~~based~~pursuant onto the ~~divisional~~Supplemental ~~results~~Indentures (~~75%~~as defined below). ~~The~~(collectively, ~~divisional~~the ~~income~~“Subsidiary ~~targets~~Guarantors”) ~~consist~~under the Senior Secured Credit Facility are secured, on an equal ratable basis with the holders of the ~~projected~~Company’s ~~aggregate~~1.650% ~~pre-tax~~Senior ~~income~~Secured ~~for~~Notes ~~our~~due ~~acute~~2026 ~~care~~(the ~~and~~“2026 ~~behavioral~~Notes”), ~~health~~the ~~services~~2.650% ~~segments~~Senior Secured Notes due 2030 (the “2030 Notes”), ~~net~~2.650% ofSenior ~~certain~~Secured ~~deductions~~Notes ~~which~~due ~~consist~~2032 ~~primarily~~(the of“2032 aNotes”), ~~charge~~4.625% ~~for~~Senior Secured Notes due 2029 (the ~~estimated~~“2029 ~~cost~~Notes”) ofand ~~capital~~5.050% ~~The~~Senior ~~divisional~~Secured ~~income~~Notes ~~targets~~due ~~may~~2034 be(the ~~adjusted~~“2034 toNotes” ~~include~~and, ortogether ~~exclude~~with the ~~impact~~2026 ~~of items~~Notes, ifthe ~~applicable~~2030 ~~and~~Notes, ~~material~~the 2032 Notes, ~~that~~the ~~are~~2029 Notes, ~~among~~the ~~other~~“Notes”) ~~things~~pursuant to the Company’s Amended and Restated Collateral Agreement, ~~nonrecurring~~as oramended ~~non-operational~~and insupplemented ~~nature~~to date.

~~2026~~The ~~Long-Term~~foregoing ~~Incentive~~description ~~Stock-Based~~of ~~Compensation~~the ~~Awards~~Eleventh -Amendment ~~Time-Based~~and ~~Restricted~~the ~~Stock~~Senior ~~Units~~Secured ~~(“RSUs”)~~Credit Facility is a summary, does not purport to be complete and ~~Performance~~is qualified in its entirety by reference to the full text of the Eleventh Amendment, including the Senior Secured Credit Facility attached as Exhibit A to the Eleventh Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-~~Based~~K ~~Restricted~~and ~~Stock~~is ~~Units~~incorporated ~~("PBRSUs")~~herein by reference.

AsSupplemental ~~reflected~~Indentures on the table below, on March 26, 2026, the Committee awarded RSUs and PBRSUs to each of our executive officers pursuant to the 2020 Omnibus Stock and Incentive Plan. The number of RSUs and PBRSUs reflected below were computed based upon the closing price of our Class B Common Stock on March 26, 2026, of $185.09 per share.

~~The~~On ~~RSUs~~April ~~are~~22, ~~scheduled~~2026, tothe ~~vest~~Company, inthe ~~four~~Subsidiary ~~equal~~Guarantors ~~installments~~party onthereto, ~~the~~and ~~first,~~U.S. ~~second,~~Bank ~~third~~Trust ~~and~~Company, ~~fourth~~National ~~anniversaries~~Association of(as ~~the~~successor ~~grant~~to ~~date~~U.S. Bank National Association), as trustee, entered into:

~~Based~~• ona ~~information~~supplemental ~~presented~~indenture by(the ~~our~~“2020 ~~third-party~~Supplemental ~~executive~~Indenture”) ~~compensation~~to ~~consultant, the Committee decided~~ that, ~~commencing~~certain ~~with the grants made on March 26~~Indenture, ~~2026,~~dated ~~the~~as ~~number~~ of ~~PBRSUs~~September ~~will~~21, be2020 ~~based~~(as onamended, ~~the~~supplemented ~~average~~and ~~performance~~otherwise ~~over~~modified ~~the~~from ~~three-year~~time ~~measurement~~to ~~period~~time ~~(consisting~~prior ofto the ~~years~~date ~~ending December 31~~hereof, ~~2026,~~the ~~2027~~“2020 ~~and 2028~~Indenture”), ~~rather~~governing ~~than~~ the ~~performance~~2030 ~~being~~Notes; ~~measured~~• ~~solely~~a ~~based~~supplemental onindenture (the ~~aggregate~~“2021 ~~performance~~Supplemental atIndenture”) ~~the~~to ~~end~~that ofcertain ~~the~~Indenture, ~~third~~dated ~~year~~as of ~~the~~August ~~three-year~~24, ~~measurement~~2021 ~~period~~ (as ~~had~~amended, ~~been~~supplemented ~~the~~and ~~case~~otherwise ~~with~~modified ~~prior~~from ~~year~~time ~~awards.~~to Intime ~~addition,~~prior to ~~more~~the ~~closely~~date ~~align~~hereof, ~~with~~ the ~~practice~~“2021 ~~of our peer group companies~~Indenture”), governing the ~~payout~~2026 ~~for~~Notes and the ~~achievement~~2032 ofNotes; ~~the~~and ~~minimum~~• ~~performance~~a ~~threshold~~supplemental ~~(90%~~indenture of (the ~~three-year~~“2024 ~~average~~Supplemental ~~adjusted~~Indenture” ~~earnings~~and, ~~before~~together ~~interest,~~with ~~taxes,~~the ~~depreciation~~2020 ~~and~~Supplemental ~~amortization~~Indenture and the ~~impacts~~2021 ofSupplemental ~~other~~Indenture, ~~income/expense~~the ~~("Adjusted~~“Supplemental ~~EBITDA net of NCI"~~Indentures”)), ~~will~~to ~~remain~~that ~~unchanged~~certain ~~at 50% of target~~Indenture, ~~while~~dated ~~the~~as ~~payout for the achievement~~ of ~~the~~September ~~maximum~~26, ~~performance~~2024, ~~threshold~~ (~~110%~~as oramended, ~~greater~~supplemented ofand ~~the~~otherwise ~~three-year~~modified ~~average~~from ~~Adjusted~~time ~~EBITDA~~to ~~net~~time ofprior ~~NCI) will increase~~ to ~~200%~~the ofdate ~~target~~hereof, ~~from~~the ~~150%~~“2024 ofIndenture” ~~target~~and, ~~previously. No~~together ~~payout~~with ~~will~~the be2020 ~~provided~~Indenture ~~for~~and ~~performance~~the ~~that~~2021 ~~fall~~Indenture, ~~below~~ the ~~minimum~~“Indentures”), ~~performance~~governing ~~threshold (90% of~~ the ~~three-year~~2029 ~~average~~Notes ~~Adjusted~~and ~~EBITDA~~the ~~net~~2034 ~~of NCI)~~Notes.

			Number of
		Number of	PBRSUs
Name	Title	RSUs	(at target)
Marc D. Miller	CEO and President	29,715	29,715
Alan B. Miller	Executive Chairman	14,153	14,153
Steve G. Filton	EVP and CFO	6,850	6,850
Edward G. Sim	EVP and President-Acute Care Division	6,404	6,404
Matthew J. Peterson	EVP and President-Behavioral Health Division	5,627	5,627

The Supplemental Indentures added certain additional Subsidiary Guarantors as guarantors under the Indentures as required under the terms of the Indentures,

The foregoing description of the Supplemental Indentures is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in response to Item 1.01 under the heading “Senior Secured Credit Facility” is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



4.1		Fourth Supplemental Indenture, dated as of April 22, 2026, among the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, to the indenture, dated as of September 21, 2020, governing the 2030 Notes.

4.2		Third Supplemental Indenture, dated as of April 22, 2026, among the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, to the indenture, dated as of August 24, 2021, governing the 2026 Notes and the 2032 Notes.

4.3		Second Supplemental Indenture, dated as of April 22, 2026, among the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, to the indenture, dated as of September 26, 2024, governing the 2029 Notes and the 2034 Notes.

10.1		Eleventh Amendment and Increased Facility Activation Notice dated as of April 22, 2026, to Credit Agreement, dated as of November 15, 2010 and as amended and restated as of September 21, 2012, August 7, 2014, October 23, 2018, August 21, 2021, September 10, 2021, June 23, 2022 and September 26, 2024, among the Company, JP Morgan Chase Bank, N.A., as administrative agent and other financial institutions or entities from time to time parties thereto, including the amendment and restatement thereof, effective as of April 22, 2026, attached as Exhibit A thereto and referred to herein as the Senior Secured Credit Facility.

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: ~~March~~April 3024, 2026

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