Universal Health Services (UHS) 10-K risk factor changes: FY2025 vs FY2024

Texas: We own 7 inpatient acute care hospitals, [removed: 13] [added: 16] free-standing emergency departments, [removed: 1] [added: 2] acute outpatient [removed: center] [added: centers] and 20 inpatient behavioral healthcare facilities [added: and 14 behavioral healthcare outpatient facilities] as listed in *Item 2.

On a combined basis, these facilities contributed 16% [removed: and 17%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 2023, respectively.][added: 2024.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 21%] [added: 19%] in [removed: 2024] [added: 2025] and [removed: 26%] [added: 21%] in [removed: 2023,] [added: 2024,] of our income from operations after net income attributable to noncontrolling interest.

Nevada: We own 10 inpatient acute care hospitals, [removed: 11] [added: 13] free-standing emergency departments, [removed: 3] [added: 4] acute outpatient centers and 4 inpatient behavioral healthcare facilities [added: and 1 behavioral outpatient facility] as listed in *Item 2.

On a combined basis, these facilities contributed [removed: 18% and 16%] [added: 17%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 2023, respectively.][added: 2024.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 27%] [added: 21%] in [removed: 2024] [added: 2025] and [removed: 16%] [added: 27%] in [removed: 2023,] [added: 2024,] of our income from operations after net income attributable to noncontrolling interest.

California: We own 5 inpatient acute care hospitals, [removed: 2] [added: 4] acute outpatient centers, 9 inpatient behavioral healthcare facilities and [removed: 3] [added: 12] behavioral healthcare outpatient facilities as listed in *Item 2.

On a combined basis, these facilities contributed 11% of our consolidated net revenues during [removed: both 2024] [added: each of 2025] and [removed: 2023, respectively.][added: 2024.]

On a combined basis, after deducting an allocation for corporate overhead expense, these facilities generated [removed: 12%] [added: 13%] in [removed: both 2024] [added: 2025] and [removed: 2023,] [added: 12% in 2024,] of our income from operations after net income attributable to noncontrolling interest.

Any significant reduction in federal Medicaid funding to states would likely result in states reducing Medicaid payments to [removed: us which would have a material adverse effect on] us.

[removed: We are] unable to predict the effect of [removed: recent and] future policy changes on our operations.

We receive annual Medicaid revenues of approximately $100 million, or greater, from each of Texas, [removed: Nevada,] California, [removed: Illinois, Pennsylvania,] [added: Nevada,] Washington, D.C., [added: Illinois, Pennsylvania,] Kentucky, [removed: Florida,] [added: Tennessee,] Virginia, [removed: Massachusetts] [added: Massachusetts, Michigan, Florida, Mississippi] and [removed: Mississippi.][added: Washington.]

We [added: also] expect continued third-party efforts to aggressively manage reimbursement levels and cost controls.

As a result, the success and competitive advantage of our hospitals depends, in part, on the number and quality of the physicians on [added: the medical staffs of our hospitals, the admitting practices of those physicians and our maintenance of good relations with those physicians.]

We have implemented various initiatives to mitigate the increased expense, to the degree possible, which has moderated the rate of increase experienced during [removed: 2024 and 2023.][added: the past several years.]

[removed: If our facilities do not stay current with] technological advances in the health care industry, patients may seek treatment from other providers and/or physicians may refer their patients to alternate sources, which could adversely affect our results of operations and harm our business.

In addition, in some markets such as California, there are requirements to maintain specified nurse-staffing levels which could adversely affect our [added: results of operations by increasing our salaries, wages and benefits expense, and/or by decreasing our] net revenues to the extent we cannot meet those [added: staffing] levels.

If [removed: these states increase] [added: California increases] mandatory nurse-staffing ratios or additional states in which we operate adopt mandatory nurse-staffing ratios, such changes could significantly affect labor costs and have an adverse impact on revenues if we are required to limit admissions in order to meet the required ratios.

[added: The failure of one or more large employer or the closure or] substantial reduction in the number of individuals employed at facilities located in or near the communities where our hospitals operate, could cause affected employees to move elsewhere to seek employment or lose insurance coverage that was otherwise available to them.

Many large commercial payers require hospitals to report quality data, and several of these payers will not reimburse hospitals for certain preventable adverse [removed: events.]

Beginning in [removed: 2025 and continuing through 2027,] [added: federal fiscal year 2028,] the Medicaid disproportionate share hospital (“DSH”) allotment to the states from federal funds will be reduced.

During the reduction period, state Medicaid DSH allotments from federal funds will be reduced by $8 [removed: billion annually.][added: billion.]

[removed: Becerra* litigation currently before] [added: As a result of] the [removed: U.S. Supreme Court,] [added: 2024 and upcoming 2026 federal elections] it remains unclear what portions of that legislation may remain, or what any replacement or alternative programs may be created by future legislation.

[removed: The previous Trump administration's section] 1115 waiver policy emphasized work requirements, eligibility restrictions on Medicaid, and capped funding.

The Court dismissed the case without [added: specifically ruling on the constitutionality of the Legislation.]

On November 27, 2019, CMS published a final rule on “Price Transparency Requirements for Hospitals to Make Standard Charges Public.” This rule took effect on January 1, 2021 and requires all hospitals to also make public their payer-specific negotiated rates, minimum negotiated rates, maximum negotiated rates and cash for all items and services, [removed: including individual items and services and service packages, that could be provided by a hospital to a patient.]

[removed: CMS published] a Medicare self-referral disclosure protocol, which is intended to allow providers to self-disclose actual or potential violations of the Stark law.

United Kingdom data protection laws, including the UK Data Protection Act and legislation commonly referred to as the UK GDPR, has required us to implement, and in the future may require us [added: to implement, additional costly, technical and organizational measures designed to protect the privacy and security of each of our patient’s health and related financial information, and other personal information.]

[added: For example, as discussed elsewhere herein,] Cumberland Hospital for Children and Adolescents (“Cumberland”), an indirect subsidiary of the Company, is a defendant in multi-plaintiff lawsuits filed in the Circuit Court for Richmond, Virginia (the “Cumberland Litigation”), relating to allegations of inappropriate sexual contact during medical examinations by Dr. Daniel Davidow, an independent contractor and the former medical director for Cumberland.

[removed: Cumberland is] [added: UHS Delaware, and the other defendants are] evaluating all legal options and [removed: intends] [added: intend] to challenge this [removed: verdict, including the amounts awarded in the verdict,] [added: verdict] in [removed: post-trial] [added: post-judgment trial court] proceedings and on appeal.

Based upon Virginia law, [removed: we expect that] the [added: Court has recently reduced the] punitive damage amount [removed: should be reduced] to a combined maximum of $1.05 million [removed: as a matter of law.][added: ($350,000 per plaintiff).]

We expect that the trials for the remaining plaintiffs, as well as any additional plaintiffs, will be scheduled at various times over the next several [removed: years and will continue to be tried in small groups.][added: years.]

We are uncertain as to the ultimate financial exposure related to the [removed: Pavilion and] Cumberland [removed: matters] [added: matter] (which relate to occurrences in the 2020 policy year) and we can make no assurances regarding timing or substance of their outcome, or the amount of damages that may be ultimately held recoverable after post-judgment proceedings and appeals.

As of December 31, [removed: 2024,] [added: 2025,] without reduction for any potential amounts related to the [removed: Pavilion and] Cumberland [removed: matters,] [added: matter,] the Company and its subsidiaries have aggregate insurance coverage of approximately [removed: $221] [added: $143] million remaining under commercial policies for matters applicable to the 2020 policy year (in excess of the applicable self-insured retention amounts of $10 million per single occurrence/$25 million for multi-plaintiff matters for professional liability claims and $3 million per occurrence for general liability claims).

In the event the resolution of the [removed: Pavilion and/or] Cumberland [removed: matters] [added: matter] exhausts all or a significant portion of [removed: the] [added: our/our subsidiaries'] remaining commercial insurance coverage [removed: available to the Company and its subsidiaries] related to [removed: other matters that occurred in 2020,] [added: the 2020 policy year,] or the [removed: Pavilion and] Cumberland [removed: matters cause] [added: matter causes] the posting of large bonds or other collateral during the appeal processes, our future results of operations and capital resources would be materially adversely impacted.

We are unable to predict the outcome of these [added: litigation] matters or to reasonably estimate the amount or range of any such loss; however, these lawsuits and the related publicity and news articles that have been published concerning these matters could have a material adverse effect on our business, financial condition, results of operations and/or cash flows which in turn could cause a decline in our stock price.

While we continuously monitor these factors, our ultimate liability for professional and general liability claims could change materially from our current estimates due to inherent uncertainties involved in making this [removed: estimate.]

Changes [added: to] U.S. and other countries’ trade policies and other factors beyond our control may adversely impact our business and operating results.

[removed: In] [added: Beginning in] February 2025, the U.S. government [added: has] imposed or [added: has] threatened to impose new tariffs, including on imported products from [added: the European Union,] Mexico, Canada and China.

[removed: While we continue to evaluate the potential impact of the new] tariffs [removed: on our business, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs] or trade barriers by the U.S., [added: the European Union,] Mexico, Canada, China or other countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

Legislation adopted on July 4, 2025 (the One Big Beautiful Budget Act), attaches work and community service requirements to eligibility for Medicaid benefits that will have the effect of limiting Medicaid enrollment and expenditure.

That legislation also places limits on provider fees used to increase federal Medicaid funding to states.

The legislation prohibits states not previously having expanded Medicaid eligibility, which includes 9 states where we have facilities, to 138% of federal poverty level from increasing the rate of current provider fees which fund certain state supplemental payments or increasing the base of the fee to a class or items of services that the fee did not previously cover.

That current provider fee threshold will remain at 6%.

For states having expanded Medicaid eligibility under the legislation, the provider fee threshold will be reduced by 0.5% annually between federal fiscal years 2028 and 2032 with the resulting threshold ultimately becoming 3.5%.

Under current law, and based on our current expectations, we estimate that, commencing with the 2028 state fiscal years, our aggregate annual net benefit will be reduced, on an annually increasing and relatively pro rata basis, by approximately $432 million to $480 million by 2032.

The legislation also eliminates certain insurance exchange premium tax credits beyond 2025 and exchange enrollment is expected to be adversely impacted.

On January 8, 2026, the U.S. House of Representatives passed H.R.1834 to extend for three years the enhanced premium tax credits (“EPTCs”) that expired on December 31, 2025, which is currently undergoing review in the Senate.

We are

All of these changes may be expected to reduce our revenue and likely increase the level of uncompensated care provided by our facilities which will have a material adverse effect on us.

We expect that government pressure on managed care organizations through static or reduced funding received by these payers from government sources such as through Medicare Advantage plans will in turn increase the pressure on us to not increase or reduce the rates charged by us to patients covered by those plans.

In connection with the operations at our George Washington University Hospital and Cedar Hill Regional Medical Center located in Washington, D. C. ( the “District Hospitals”), we recently agreed to the framework of an agreement with The George Washington University ( the “University”) and the faculty medical group, The Medical Faculty Associates, Inc., to change the arrangement among the parties.

The transaction, which is pending completion and subject to execution of definitive agreements, is anticipated to close during the second quarter of 2026.

Should this transaction be finalized as tentatively agreed, among other things: (i) a new taxable non-profit subsidiary of ours will employ a large number, but not all, of their physicians and allied health professionals who had been part of that group, and; (ii) we will assume financial and management responsibility for that group.

With this transaction, there is a risk that some physicians who have traditionally treated their patients at the District Hospitals may choose to not join or remain with the new physician group or treat their patients at the District Hospitals.

If the transaction is not consummated, or the anticipated benefits of the transition are not realized, the operations and financial performance of the District Hospitals could be materially adversely impacted which could potentially result in a material adverse effect on our consolidated results of operations.

If our facilities do not stay current with

California legislation required the adoption of staffing standards specific to acute psychiatric hospitals and requirements to determine appropriate licensed staffing based on patient acuity and care needs no later than January 31, 2026.

While implementation of these standards has been postponed until June 1, 2026, allowing the California Department of Public Health to better assess public comments, the Department has instructed that the implemented ratios are not expected to be less than those already addressed in draft regulatory language.

events.

The previous Trump administration's section

The matter was ultimately appealed before the U.S. Supreme Court, which in its June 2025 *Kennedy v.

Braidwood Management* decision, opined in favor of HIV preventive care coverage.

The impact of this decision on us cannot be predicted.

These enhanced subsidies expired on December 31, 2025.

including individual items and services and service packages, that could be provided by a hospital to a patient.

CMS published

Cumberland has filed post-trial motions challenging this verdict, including the amounts awarded in the verdict.

Cumberland has filed a notice of appeal on the remaining verdict.

Plaintiffs have separately filed a notice of appeal seeking to challenge the dismissal of the Company and UHS Delaware during trial, and the Court’s order reducing the punitive damages award against Cumberland.

These appeals were recently dismissed by the appellate court without prejudice as premature because the judgments in favor of the first three plaintiffs are neither final nor enforceable at this time.

The Company and UHS Delaware remain defendants with respect to the remaining plaintiffs.

The next trial is tentatively planned to commence in August, 2026.

UHS Delaware is also a defendant in a lawsuit filed in Washoe County, Nevada, along with Pinnacle Management Group NV, LLC ("Pinnacle Medical Group", in which a subsidiary of the Company holds a 50% interest) and several individuals.

The Company was previously dismissed from the lawsuit.

The lawsuit contains allegations of intentional interference with contractual relationships and prospective economic advantage resulting from the departure of several physicians from St. Mary’s Medical Group in Reno, Nevada, who joined Pinnacle Medical Group in 2021.

A trial of this matter was concluded on September 26, 2025, with a verdict rendered against UHS Delaware and the other defendants for approximately $4.7 million in compensatory damages.

The jury also awarded punitive damages against UHS Delaware of $500 million and lesser amounts against some of the other defendants.

Based upon Nevada statutory law, we expect the punitive damages to be reduced to a maximum of approximately $14 million.

We also believe that recent Nevada Supreme Court precedent could further reduce the amount of punitive damages.

Changes resulting from the outcome of the 2024 elections may include increased reliance on Medicare Advantage programs, work requirements for Medicaid waiver program eligibility, increased focus on hospital outpatient site neutral payment policies, and similar initiatives that may reduce the availability of funding for federal healthcare programs or make eligibility for benefits more difficult.

There have been proposals to substantially decrease federal funding for state Medicaid Programs.

We also receive Medicaid disproportionate share hospital payments from certain states including, most significantly,

Texas.

the medical staffs of our hospitals, the admitting practices of those physicians and our maintenance of good relations with those physicians.

The failure of one or more large employer or the closure or

Such reductions have been delayed several times, most recently under the American Relief Act 2025, which delayed the DSH reductions through March 31, 2025.

As a result of the 2024 federal elections and the *Braidwood Management v.

specifically ruling on the constitutionality of the Legislation.

The government has appealed the decision to the U.S. Supreme Court.

We are unable to predict the outcome of this litigation or its potential impact at this time.

The effect of the 2024 federal elections on IRA price negotiation provisions or on the likelihood of extended health insurance enrollment subsidies beyond 2025 is not yet known.

to implement, additional costly, technical and organizational measures designed to protect the privacy and security of each of our patient’s health and related financial information, and other personal information.

For example, as discussed elsewhere herein:

On March 28, 2024, a jury returned a verdict for compensatory damages of $60 million and punitive damages of $475 million and a related judgment was entered against The Pavilion Behavioral Health System (the “Pavilion”), an indirect subsidiary of the Company.

In an order dated October 10, 2024, the trial court ordered a remittitur of punitive damages from $475 million to $120 million.

The court denied the Pavilion’s request for reduction of compensatory damages.

The Pavilion has filed an appeal of the remaining judgment and the Plaintiff filed a cross appeal of the remittitur of punitive damages.

Plaintiff has filed and served a Citation to Discover Assets ("Citation") on the Pavilion as well as Universal Health Services, Inc., and UHS of Delaware, Inc. ("UHS Entities") for the purported purpose of executing on the judgment during the pendency of the appeal.

We are currently contesting the Citation as to the UHS Entities who were not parties to the litigation as well as the breadth and scope of the Citation issued to the Pavilion.

See “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 (as filed on February 27, 2024) for information regarding the 2024 cyber incident at UnitedHealth Group Incorporated and the cyber incident we experienced in 2020.

a potentially higher risk of experiencing events such as severe weather conditions and earthquakes.

Continuing Inflationary Pressures continue to increase our operating costs and we may not be able to pass on increases in costs commensurate with these increases in costs.

which that holder holds in excess of one-tenth the number of shares of Class A or Class B Common Stock, respectively, held by that holder.

This section generally discusses our results of operations for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the year ended December 31, [removed: 2023.][added: 2024.]

For discussion of our [removed: result] [added: results] of operations and changes in our financial condition for the year ended December 31, [removed: 2023] [added: 2024] as compared to the year ended December 31, [removed: 2022,] [added: 2023,] please refer to *Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations* in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] as filed with the Securities and Exchange Commission on February [removed: 27, 2024.][added: 26, 2025.]

As of February [removed: 26, 2025,] [added: 25, 2026,] we owned and/or operated [removed: 359] [added: 375] inpatient facilities and [removed: 60] [added: 168] outpatient and other [removed: facilities, including the following,] [added: facilities] located in [removed: 39] [added: 40] states, Washington, D.C., the United Kingdom and Puerto [removed: Rico:][added: Rico.]

[removed: 28] [added: 29] inpatient acute care hospitals;

[removed: 33] [added: 35] free-standing emergency departments, and;

[removed: 10] [added: 13] outpatient centers & 1 surgical hospital.

Behavioral health care facilities [removed: (331] [added: (346] inpatient facilities and [removed: 16] [added: 119] outpatient facilities):

[removed: 181] [added: 182] inpatient behavioral health care facilities, and;

[removed: 14] [added: 7] outpatient behavioral health care facilities.

[removed: 147] [added: 161] inpatient behavioral health care facilities, and;

3 inpatient behavioral health care [removed: facilities.][added: facilities;]

Net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [removed: 56%] [added: approximately 57%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 57% during 2023.][added: 2024.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 44%] [added: approximately 43%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 43% during 2023.][added: 2024.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $880 million] [added: $1.001 billion] in [removed: 2024] [added: 2025] and [removed: $761] [added: $880] million in [removed: 2023.][added: 2024.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.358] [added: $1.531] billion as of December 31, [removed: 2024] [added: 2025] and [removed: $1.327] [added: $1.358] billion as of December 31, [removed: 2023.][added: 2024.]

You should carefully review the information contained in this Annual Report, and should particularly consider any risk factors that we set forth in this Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).

In this Annual Report, we state our beliefs of [removed: future events and of our future financial performance.]

[added: Forward-looking statements include, among other things, the information concerning our possible future results of operations, business and growth] strategies, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions, and statements of our goals and objectives, and other similar expressions concerning matters that are not historical facts.

[removed: However, we] [added: We] cannot predict future [removed: inflationary increases, which if significant,] [added: changes to interest rates, however, significant increases in our borrowing rates] could have a material unfavorable impact on our future results of operations.

in our acute care segment, we have experienced a significant increase in hospital based physician related expenses, especially in the areas of emergency room [removed: care] [added: care, anesthesiology] and [removed: anesthesiology.][added: radiology.]

the increase in interest rates during the past few years has increased our interest expense significantly [removed: thereby] [added: increasing our expenses and] reducing our free cash [removed: flow.][added: flow and our ability to access the capital markets on favorable terms.]

As such, [removed: although interest rates have moderated more recently,] the effects of increased borrowing rates have adversely impacted our results of operations, financial condition and cash flows.

We cannot predict whether or not there will be future [added: appropriations] legislation [removed: averting] [added: avoiding] a federal government shutdown, however, our operating cash flows and results of operations could be materially unfavorably impacted by [removed: a] [added: the] federal government shutdown;

While we continue to evaluate the potential impact of the new tariffs on our business, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S. and the [added: impacted foreign countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.]

[added: While we continue to evaluate the potential impact of the new tariffs on our business, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S. and the] impacted foreign countries, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be [removed: successful;][added: successful.]

For example, Congress has reduced to $0 the penalty for failing to maintain health coverage that was part of the original Patient Protection and Affordable Care Act, as amended by the Health and Education Reconciliation Act (collectively, the [removed: "Legislation")] [added: “ACA")] as part of the Tax Cuts and Jobs Act.

[removed: To date, the] [added: The] Biden administration [removed: has] [added: had] issued executive orders implementing a special enrollment period permitting individuals to enroll in health plans outside of the annual open enrollment period and reexamining policies that may undermine the [removed: Legislation] [added: ACA] or the Medicaid program.

The American Rescue Plan Act’s expansion of subsidies to purchase coverage through [removed: a Legislation] [added: an ACA] exchange, which the IRA continued through 2025, has increased exchange enrollment.

there have been numerous political and legal efforts to expand, repeal, replace or modify the [removed: Legislation,] [added: ACA] since its enactment, some of which have been successful, in part, in modifying the [removed: Legislation,] [added: ACA,] as well as court challenges to the constitutionality of [removed: the Legislation.]

The Court dismissed the case without specifically ruling on the constitutionality of the [removed: Legislation.][added: ACA.]

The [removed: outcome and] impacts of this [removed: litigation] [added: decision] cannot be predicted.

Any future efforts to challenge, replace or replace the [removed: Legislation] [added: ACA] or expand or substantially amend its provision is unknown.

The rules have limited the ability of our hospital-based physicians to receive payments for services at usually higher out-of-network rates in certain circumstances, and, as a result, have caused us to increase subsidies to these physicians or to replace their services at a higher [removed: cost level;][added: cost;]

[removed: Chevron] [added: *Chevron*] doctrine generally required courts to defer to federal agencies in their interpretation of federal statutes when a statute was silent or ambiguous with respect to a specific issue.

As it is highly regulated, the health care industry could be significantly impacted by the *Loper Bright* decision, particularly in the areas of Medicare reimbursement, decision making by the Food & Drug [added: Administration and health care fraud and abuse compliance, where parties may no longer be able to rely on federal agencies’ policies, rules and guidance;]

[added: additional] possible unfavorable changes in the levels and terms of reimbursement for our charges by third party payers or government based payers, including Medicare or Medicaid in the United States, and government based payers in the United Kingdom;

the outcome of known and unknown litigation, government investigations, inquiries, false claims act allegations, and liabilities and other claims asserted against us and other matters, and the effects of adverse publicity relating to such matters, [added: as disclosed in *Note 8 to the Condensed Consolidated Financial Statements - Commitments and Contingencies,*] including, but not limited to, the jury [removed: verdicts] [added: verdict] returned against [removed: The Pavilion Behavioral Health System (the "Pavilion") and] Cumberland Hospital for Children and Adolescents [removed: ("Cumberland"), two of our indirect subsidiaries, as disclosed] [added: located] in [removed: *Note 8 to the Consolidated Financial Statements - Commitments] [added: New Kent, Virginia, an indirect subsidiary of ours,] and [removed: Contingencies, Legal Proceedings.* We are uncertain as to] the [removed: ultimate financial exposure related to the Pavilion and Cumberland matters (which relate to occurrences] [added: verdict] in the [removed: 2020 policy year) and we can make no assurances regarding timing or substance of their outcome, or the amount] [added: Pinnacle litigation in Washoe County, Nevada, against certain subsidiaries] of [removed: damages that may be ultimately held recoverable after post-judgment proceedings and appeals.][added: ours;]

the impact of severe weather conditions, including the effects of [removed: hurricanes] [added: hurricanes, flash floods, wildfires] and climate change;

as discussed below in *Sources of [removed: Revenue*,] [added: Revenue,*] we receive revenues from various state and county-based programs, including Medicaid in all the states in which we operate.

We have changed the method of our outpatient behavioral health care facility counts during the third quarter of 2025 and substantially all of the increase from prior periods is related to that change in convention.

110 outpatient behavioral health care facilities.

future events and of our future financial performance.

legislation adopted on July 4, 2025 (the One Big Beautiful Bill Act), attaches work and community service requirements to eligibility for Medicaid benefits that will have the effect of limiting Medicaid enrollment and expenditure.

That legislation also places limits on provider fees used to increase federal Medicaid funding to states.

The legislation prohibits states not previously having expanded Medicaid eligibility to 138% of federal poverty level from increasing the rate of current provider fees which fund certain state supplemental payments or increasing the base of the fee to a class or items of services that the fee did not previously cover.

That current provider fee threshold will remain at 6%.

For states having expanded Medicaid eligibility under the legislation, the provider fee threshold will be reduced by 0.5% annually between federal fiscal years 2028 and 2032 with the resulting threshold ultimately becoming 3.5%.

Under current law, and based on our current expectations, we estimate that, commencing with the 2028 state fiscal years, our aggregate annual net benefit will be reduced, on an annually increasing and relatively pro rata basis, by approximately $432 million to $480 million by 2032.

The legislation also eliminates certain insurance exchange premium tax credits beyond 2025 and exchange enrollment is expected to be adversely impacted.

On January 8, 2026, the U.S. House of Representatives passed H.R.1834 to extend for three years the enhanced premium tax credits ("EPTCs") that expired on December 31, 2025, which is currently undergoing review in the Senate.

We cannot predict whether these subsidies will ultimately be adopted in federal fiscal year 2026.

All of these factors, which could have a material unfavorable impact on our results of operations, may be expected to reduce our revenue and likely increase the level of uncompensated care provided by our facilities;

there are additional legislative changes that are likely to result in major changes in the health care delivery system on a national or state level, including changes in the structure and administration of, and funding for, federal and state agencies and programs.

These enhanced subsidies expired on December 31, 2025;

The legislation faced its most recent challenge when the Supreme Court, in the June 2025 *Kennedy v.* *Braidwood Management* decision, opined in favor of ACA HIV preventive care coverage.

Additionally, California is in the process of implementing staffing standards specific to acute psychiatric hospitals and requirements to determine appropriate staffing based on patient acuity and care needs, which are expected to take effect on June 1, 2026.

This can further increase our costs and limit our revenue if we are required to limit the number of patients at our California facilities;

Our $700 million, 1.65% senior notes ("2026 Notes") mature on September 1, 2026.

Market interest rates have increased significantly since the 2026 Notes were issued in 2021.

We expect that we will refinance the 2026 Notes at significantly higher interest rates which will significantly increase our interest expense thereby decreasing our net income attributable to UHS;

Therefore, changes in laws or policies governing the terms of foreign trade, and in particular, increased trade restrictions, tariffs or taxes on imports from where our products or materials are made (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results;

as of early February 2026, Congress has passed and the President has signed a consolidated appropriations package providing fiscal year 2026 funding for the majority of federal agencies, while lawmakers continue to negotiate and consider outstanding appropriations legislation for the Department of Homeland Security.

In the past several years political disputes concerning authorization of a federal budget have led to shutdown of substantial portions of the federal government and other federal budget authorization delays have occurred.

Federal budget delays and federal government shutdowns are unpredictable and may occur in the future.

our ability to achieve operating and financial targets, develop and execute plans to offset to the extent possible impacts from the recent regulatory changes, including the enactment of the One Big Beautiful Bill Act and the expiration of EPTCs, and tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services;

effective March, 2025, our excess commercial insurance coverage for professional and general liability claims contains less favorable terms than previous years including coverage exclusions for incidents involving sexual molestation or abuse, higher premiums and lower aggregate limitations;

our ability to implement technology and other programs to drive efficiencies, and improve patient outcomes and experiences, and the risks associated with the use of technologies by us or our services providers;

Revenue Recognition:

Estimates of contractual allowances under managed care plans, which represent explicit

*Behavioral health care services provided in the U.K.:* The majority of the revenues generated by our behavioral health care facilities located in the U.K. are recorded pursuant to contracts with the National Health Service and other local governments for services including the following: behavioral health care services, rehabilitation services, residential homes, nursing homes, supported living services and specialist day services.

*Commercial health insurer - certain acute care markets:* The majority of the revenues generated by our commercial health insurer conducting business in certain acute care markets relate to Medicare Advantage premiums which are determined by the Centers for Medicare and Medicaid Services ("CMS") utilizing a risk adjustment model that apportions premiums paid to health plans according to health and geographic factors.

Risk score adjustments result in retroactive premium adjustments.

The revenue adjustments are recognized when the amount is determinable and collectability or liability is reasonably assured.

CMS also uses a star rating system which is derived from comprehensive evaluations of member satisfaction, quality of care and operational efficiency.

In addition, our insurer also generates revenues from premiums for coverage under membership contracts with employer groups and individuals.

| | | 2025 | | | | | | | | 2024 | | | | | | | |

| | | 2025 | | | | 2024 | | |

Non-Marketable Securities: Non-marketable securities that we hold are accounted for under the measurement alternative.

Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Forward-looking statements include, among other things, the information concerning our possible future results of operations, business and growth

We have also experienced general inflationary cost increases related to certain of our other operating expenses.

Many of these factors, which had a material unfavorable impact on our results of operations in prior years, have moderated more recently.

We cannot predict future changes to interest rates, however, significant increases in our borrowing rates could have a material unfavorable impact on our future results of operations and our ability to access the capital markets on favorable terms;

President Biden signed into law fiscal year 2025 appropriations to federal agencies for continuing projects and activities through March 14, 2025.

on December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law phasing out the enhanced federal medical assistance percentage rate that states received during the COVID-19 public health emergency and fully eliminated the increase on December 31, 2023.

States were also permitted to begin Medicaid eligibility redeterminations on March 31, 2023, which has resulted in a decrease in Medicaid enrollment;

our ability to comply with the existing laws and government regulations, and/or changes in laws and government regulations, including the recently enacted and proposed significant new tariffs.

an increasing number of legislative initiatives have been passed into law that may result in major changes in the health care delivery system on a national or state level.

However, the Trump administration has already taken steps to undo certain Biden-era executive orders, including those intended to lower drug costs for beneficiaries, and to freeze funding for federal programs.

While the administration’s initial freeze has since been rescinded, the administration is likely to make other attempts to reduce federal program expenditures and can generally be expected to oppose increases in ACA and Medicaid enrollment.

If the subsidies are not extended beyond 2025, exchange enrollment may be adversely impacted;

As a result, the Legislation continued to remain law, in its entirety.

On September 7, 2022, the Legislation faced its most recent challenge when a Texas Federal District Court judge, in the case of *Braidwood Management v.

Becerra*, ruled that a requirement that certain health plans cover services without cost sharing violates the Appointments Clause of the U.S. Constitution and that the coverage of certain HIV prevention medication violates the Religious Freedom Restoration Act.

The decision was appealed to the U.S. Court of Appeals for the Fifth Circuit, which on June 21, 2024, affirmed the District Court’s ruling regarding preventive services recommended by United States Preventive Services Task Force being unconstitutional.

However, the Fifth Circuit overturned the nationwide injunction imposed by the District Court, preserving access to the majority of preventive services in dispute for now.

The U.S. Government appealed and on January 10, 2025, the U.S. Supreme Court agreed to hear the matter.

Administration and health care fraud and abuse compliance, where parties may no longer be able to rely on federal agencies’ policies, rules and guidance;

As of December 31, 2024, without reduction for any potential amounts related to the Pavilion and Cumberland matters, the Company and its subsidiaries have aggregate insurance coverage of approximately $221 million remaining under commercial policies for matters applicable to the 2020 policy year (in excess of the applicable self-insured retention amounts of $10 million per single occurrence/$25 million for multi-plaintiff matters for professional liability claims and $3 million per occurrence for general liability claims).

In the event the resolution of the Pavilion and/or Cumberland matters exhausts all or a significant portion of the remaining commercial insurance coverage available to the Company and its subsidiaries related to other matters that occurred in 2020, or the Pavilion and Cumberland matters cause the posting of large bonds or other collateral during the appeal processes, our future results of operations and capital resources would be materially adversely impacted;

our business, results of operations, financial condition, or stock price may be adversely affected if we are not able to achieve our environmental, social and governance (“ESG”) goals or comply with emerging ESG regulations, or otherwise meet the expectations of our stakeholders with respect to ESG matters;

The prior President Trump administration had attempted to limit Medicaid expenditures by, for example, attaching work requirements to eligibility for Medicaid waiver benefits.

second Trump administration is likely to explore similar solutions to limit Medicaid enrollment or expenditure.

The Trump administration has already taken steps to undo Biden-era executive orders and to freeze funding for federal programs.

We also receive Medicaid DSH payments in certain states including, most significantly, Texas.

Such amounts are included in accounts receivable, net, on our consolidated balance sheets.

Adjustments related to the final settlement of these retrospectively determined amounts did not materially impact our results in 2024, 2023 or 2022.

If it were to occur, each 1% adjustment to our estimated net Medicare revenues that are subject to retrospective review and settlement as of December 31, 2024, would change our after-tax net income by approximately $2 million.

In implementing the discount policy, we

| | | 2024 | | | | | | | | 2023 | | | | | | | |

| | | 2024 | | | | 2023 | | |

Please see additional disclosure below in *Provision for Asset Impairments,* for disclosure regarding a provision for asset impairment recorded during 2022.

Due to recent guidance and enacted laws surrounding the global 15% minimum tax rate that will be effective after 2024 from the Organization for Economic Co-operation and Development ("OECD") as well as jurisdictions that we operate in, we anticipate adverse effects to our provision for income taxes as well as cash taxes.

We do not expect these adverse effects to be material and will continue to monitor changes in tax policies and laws issued by the OECD and jurisdictions that we operate in.

Clinical Staffing, Physician Related Expenses and Effects of Inflation:

In our acute care segment, during the past few years we experienced significant increases in hospital-based physician related expenses, especially in the areas of emergency room care and anesthesiology.

We have implemented various initiatives to mitigate the increased expense, to the degree possible, which has moderated the rate of increase experienced during 2024.

However, significant increases in these physician related expenses could have a material unfavorable impact on our future results of operations.

$222 million of other combined net increases consisting primarily of a $239 million increase in provider tax assessments which had no impact on income before income taxes since amounts offset between net revenues and other operating expenses.

The table below presents information about our long-term financial instruments that are sensitive to changes in interest rates as of December 31, [removed: 2024.][added: 2025.]

| | | [removed: 2025 | | | |] 2026 | | | | 2027 | | | | 2028 | | | | 2029 | | | | [added: 2030 | | | |] Thereafter | | | | Total | | |

| Average interest rates | | | 3.2 | % | | | [removed: 3.2] [added: 3.6] | % | | | [removed: 3.7] [added: 3.6] | % | | | 3.6 | % | | | [removed: 3.6] [added: 3.4] | % | | | [removed: 3.8] [added: 4.1] | % | | | [removed: 3.5] [added: 3.6] | % |

| Average interest rates | | | [removed: 5.8] [added: 5.1] | % | | | [removed: 5.8] [added: 5.1] | % | | | [removed: 5.8] [added: 5.1] | % | | | [removed: 5.8] [added: 5.1] | % | | | [removed: 5.8] [added: 0.0] | % | | | 0.0 | % | | | [removed: 5.8] [added: 5.1] | % |

As calculated based upon our variable rate debt outstanding as of December 31, [removed: 2024] [added: 2025] that is subject to interest rate fluctuations, each 1% change in interest rates would impact our pre-tax income by approximately [removed: $13] [added: $16] million.

| Debt | | $ | 710,658 | | | $ | 10,744 | | | $ | 11,535 | | | $ | 508,696 | | | $ | 807,994 | | | $ | 1,132,228 | | | $ | 3,181,855 | |

| Debt | | $ | 37,500 | | | $ | 60,000 | | | | 60,000 | | | | 1,413,196 | | | | 0 | | | | 0 | | | $ | 1,570,696 | |

| Debt | | $ | 10,059 | | | $ | 708,317 | | | $ | 11,501 | | | $ | 12,402 | | | $ | 508,665 | | | $ | 1,931,356 | | | $ | 3,182,300 | |

| Debt | | $ | 30,000 | | | $ | 30,000 | | | | 60,000 | | | | 60,000 | | | | 1,142,241 | | | | 0 | | | $ | 1,322,241 | |

As of February [removed: 26, 2025,] [added: 25, 2026,] we owned and/or operated [removed: 359] [added: 375] inpatient facilities and [removed: 60] [added: 168] outpatient and other [removed: facilities, including the following,] [added: facilities] located in [removed: 39] [added: 40] states, Washington, D.C., the United Kingdom and Puerto [removed: Rico:][added: Rico.]

[removed: 28] [added: 29] inpatient acute care hospitals;

[removed: 33] [added: 35] free-standing emergency departments, and;

[removed: 10] [added: 13] outpatient centers & 1 surgical hospital.

Behavioral health care facilities [removed: (331] [added: (346] inpatient facilities and [removed: 16] [added: 119] outpatient facilities):

[removed: 181] [added: 182] inpatient behavioral health care facilities, and;

[removed: 14] [added: 7] outpatient behavioral health care facilities.

[removed: 147] [added: 161] inpatient behavioral health care facilities, and;

3 inpatient behavioral health care [removed: facilities.][added: facilities;]

Net revenues from our acute care hospitals, outpatient facilities and commercial health insurer accounted for [removed: 56%] [added: approximately 57%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 57% during 2023.][added: 2024.]

Net revenues from our behavioral health care facilities and commercial health insurer accounted for [removed: 44%] [added: approximately 43%] of our consolidated net revenues during [removed: 2024] [added: each of 2025] and [removed: 43% during 2023.][added: 2024.]

Our behavioral health care facilities located in the U.K. generated net revenues of approximately [removed: $880 million] [added: $1.001 billion] in [removed: 2024] [added: 2025] and [removed: $761] [added: $880] million in [removed: 2023.][added: 2024.]

Total assets at our U.K. behavioral health care facilities were approximately [removed: $1.358] [added: $1.531] billion as of December 31, [removed: 2024] [added: 2025] and [removed: $1.327] [added: $1.358] billion as of December 31, [removed: 2023.][added: 2024.]

In accordance with Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, we submitted our CEO’s certification to the New York Stock Exchange in [removed: 2024.][added: 2025.]

[removed: Additionally, contained in Exhibits 31.1 and 31.2 of this Annual Report on] Form 10-K, are our CEO’s and CFO’s certifications regarding the quality of our public disclosures under Section 302 of the Sarbanes-Oxley Act of 2002.

[removed: Generally, we believe] that the ability of a hospital to meet the health care needs of its community is determined by its breadth of services, level of technology, emphasis on quality of care and convenience for patients and physicians.

[added: Other factors that affect utilization include] general and local economic conditions, market penetration of managed care programs, the degree of outpatient use, the availability of reimbursement programs such as Medicare and Medicaid, and demographic changes such as the growth in local populations.

In addition, attorneys general in states without specific conversion legislation may exercise discretionary [removed: authority over these transactions.]

Although the level of government involvement varies from state to state, the trend is to provide for increased governmental review and, in some cases, approval of a transaction in which a not-for-profit entity sells a health care facility [added: to a for-profit entity.]

These activities, which must meet certain requirements, include (but are not limited to) the following: investment interests, space rental, equipment rental, practitioner recruitment, personnel services and management contracts, sale of practice, referral services, warranties, discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible [removed: amounts, managed care arrangements, obstetrical malpractice insurance subsidies, investments in group practices, freestanding surgery centers, donation of technology for electronic health records and referral agreements for specialty services.]

[added: In 2020, the OIG] issued a final rule that established an anti-kickback statute safe harbor for value based models.

In addition, [removed: recent changes to the] anti-kickback statute [removed: have made] violations [removed: of that law] [added: may be] punishable under the civil False Claims Act.

HIPAA also introduced enforcement mechanisms to prevent [removed: fraud and abuse in Medicare.]

In addition to any liabilities that a hospital may incur under EMTALA, an injured patient, the patient’s family or a medical facility that suffers a financial loss as a [added: direct result of another hospital’s violation of the law can bring a civil suit against the hospital unrelated to the rights granted under that statute.]

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 99,000] [added: 101,500] total employees consisting of: (i) approximately [removed: 86,000] [added: 88,100] employees located in the U.S., of which approximately [removed: 63,000] [added: 65,000] were employed full-time, and; (ii) approximately [removed: 13,000] [added: 13,400] employees located in the U.K. Our hospitals are staffed by licensed physicians who have been admitted to the medical staff of individual hospitals.

Within our acute care division, approximately [removed: 370] [added: 460] physicians are employed by physician practice management subsidiaries of ours either directly or through contracts with affiliated group practices structured as 501A corporations.

In addition, within our behavioral health division, approximately [removed: 510] [added: 445] physicians are employed by subsidiaries of ours either directly or through contracts with affiliated group practices structured as 501A corporations.

Approximately [removed: 970] [added: 1,070] of our employees at three of our hospitals are unionized.

At the George Washington University Hospital, registered nurses are represented by the District of Columbia Nurses [removed: Association.][added: Association and housekeeping and dietary are represented by the Service Employees International Union.]

In [removed: 2024,] [added: 2025,] we held [removed: 12] [added: 10] workshops with [removed: 137] [added: 120] individuals certified as Service Excellence Facilitators.

During [removed: 2024,] [added: 2025,] we strengthened our recruitment efforts, improved the overall hiring [removed: and onboarding] experience [removed: (89%] [added: (90%] very satisfied/satisfied with overall recruitment process), expanded the training resources employees need to do their jobs effectively and safely, facilitated more teamwork and collaboration, [removed: addressed burnout,] expanded mentorship and increased employee engagement.

We conducted an Employee [added: Pulse] Engagement Survey and had an overall participation rate of [removed: 72%] [added: 68%] across the organization.

[removed: 83% of staff indicated “I feel included on my team/work unit.”] Engagement efforts such as services awards, safety programs and employee-led service excellence/culture committees [removed: has] [added: have] assisted with increased employee retention.

These include formal instructor-led, in-person or virtual training, [added: self-administered online courses, formal and] informal mentoring or networking opportunities, [removed: or self-administered online courses.][added: and career ladders.]

In addition to mandatory training that [removed: focus] [added: focuses] on keeping employees mindful and informed of key policies and skill sets, many are voluntary.

We have partnered with [removed: Chamberlin University] [added: many colleges] and [removed: Drexel University] [added: universities] to provide [removed: their] students with opportunities to earn clinical [added: and work] experience at our healthcare facilities.

In [removed: 2024,] [added: 2025,] the UHS Foundation continued to support employees and their families who suffered losses due to natural disasters across the [removed: country,] [added: country] including [removed: tornados in Arkansas and Tennessee,] Hurricane [removed: Beryl (in Texas) and Hurricanes Debby, Milton and] [added: Milton, Hurricane] Helene [removed: (in Florida).][added: and the California wildfires.]

We have implemented environmentally sustainable practices and we [added: strive to] comply with applicable legal and regulatory environmental standards to protect our patients, visitors, staff and local communities.

Centralized [removed: Utility Billing Management System] [added: utility billing management system] effectively [removed: monitors] [added: tracks] energy usage across our U.S. facilities, signaling significant deviations from normal usage consumption patterns.

Automatic fault detection and diagnostics software is implemented in approximately 75% of our acute care hospitals to monitor the [removed: efficiencies] [added: operations] of the heating, ventilation and air conditioning [removed: operations.][added: system equipment.]

We have changed the method of our outpatient behavioral health care facility counts during the third quarter of 2025 and substantially all of the increase from prior periods is related to that change in convention.

110 outpatient behavioral health care facilities.

Additionally, contained in Exhibits 31.1 and 31.2 of this Annual Report on

Generally, we believe

authority over these transactions.

amounts, managed care arrangements, obstetrical malpractice insurance subsidies, investments in group practices, freestanding surgery centers, donation of technology for electronic health records and referral agreements for specialty services.

fraud and abuse in Medicare.

In connection with recently enacted California Senate Bills 261 and 253, we are strengthening our climate‑related risk assessment processes and enhancing our greenhouse gas emissions reporting capabilities.

We are developing robust emissions data‑collection system and internal controls to identify and disclose climate‑related financial risks in alignment with recognized reporting frameworks, and we are implementing methodologies to measure, verify, and report Scope 1 and Scope 2 emissions in accordance with statutory timelines.

81% of staff indicated “I feel included on my team/work unit” and "this organization values employees from different backgrounds".

Our “U Learn” curriculum, with over 60 courses designed to develop employees across their career continuum, has three tracks; “Invest in U”, “Develop U” and “Manage U”.

In our 2025 Employee Engagement Survey, conducted by a third party, the item of “this organization provides career development opportunities” continued to demonstrate statistically significant growth.

In addition, our organization has been recognized by several third-party organizations, such as the American Opportunity Index, as an Employer of Choice, specifically for achievements in employee development and growth.

The increase in

ownership interest.

The current lease terms on these two FEDs, which are located in Weslaco and Mission, Texas, are scheduled to end on January 31, 2030.

In October, 2025, a ground lease and a master flex lease were executed between a wholly-owned subsidiary of ours and the Trust.

On this land, the Trust intends to develop, construct and own the Palm Beach Garden Medical Plaza I, an MOB located in Palm Beach Gardens, Florida.

This multi-tenant MOB, consisting of 80,000 rentable square feet, is scheduled to be completed during the fourth quarter of 2026.

The MOB will be located on the campus of the Alan B.

Miller Medical Center, a newly constructed acute care hospital owned and operated by a wholly-owned subsidiary of ours, which is scheduled to be completed and opened during the second quarter of 2026.

The 10-year master flex lease agreement, which is subject to reduction based on the execution of third-party leases with the Trust, was executed for approximately 75% of the rentable square feet of the MOB.

The Trust has engaged a wholly-owned subsidiary of UHS to act as project manager, and construction of the MOB commenced in February, 2026.

He was a member of the Board of Directors of Premier, Inc. from 2015 until Premier, Inc. was sold in November, 2025.

Marc D.

Other factors that affect utilization include

to a for-profit entity.

In 2020, the OIG

direct result of another hospital’s violation of the law can bring a civil suit against the hospital unrelated to the rights granted under that statute.

In 2024, Chamberlin University students participated in more than 1,000 clinical rotations at various acute care and behavioral health care facilities of ours nationwide.

By January 2024, a vehicle tracking and driver training device program, Lightfoot, was installed on all company-owned vehicles utilized in the U.K. Collectively, the program has reduced CO2 emissions by 236 metric tons across the vehicle fleet since it was introduced in 2020.

The number and quality of the physicians on a hospital’s staff are important factors in determining a hospital’s success and competitive advantage.

Typically, physicians are responsible for making hospital admissions decisions and for directing the course of patient treatment.

We believe that physicians refer patients to a hospital primarily on the basis of the patient’s needs and insurance coverage, the quality of other physicians on the medical staff, the location of the hospital and the breadth and scope of services offered at the hospital’s facilities.

We strive to retain and attract qualified doctors by maintaining high ethical and professional standards and providing adequate support personnel, technologically advanced equipment and facilities that meet the needs of those physicians.

and Canyon Creek, we will continue to depreciate the assets.

In connection with these two FEDs, in October, 2024, our subsidiaries exercised their 5-year renewal options on the facilities which are located in Weslaco and Mission, Texas.

Each renewal option covers the period of February 1, 2025 through January 31, 2030 (the current lease terms were scheduled to expire on January 31, 2025; with aggregate annual lease rates of

approximately $979,000).

In August, 2015, he was appointed to the Board of Directors of Premier, Inc., a publicly traded healthcare performance improvement alliance.

See Note 9 to the Consolidated Financial Statements-*Relationship with Universal Health Realty Income Trust and Other Related Party Transactions* for additional disclosure regarding the Company’s group purchasing organization agreement with Premier, Inc. Marc D.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of voting stock held by non-affiliates at June 30, [removed: 2024] [added: 2025] was [removed: $10.6] [added: $9.7] billion.

Also, for purposes of this calculation only, all directors [added: and certain executive officers] are deemed to be affiliates.)

The number of shares of the registrant’s Class A Common Stock, $.01 par value, Class B Common Stock, $.01 par value, Class C Common Stock, $.01 par value, and Class D Common Stock, $.01 par value, outstanding as of January 31, [removed: 2025,] [added: 2026,] were [removed: 6,576,475; 57,751,199;] [added: 6,574,600; 53,837,855;] 661,688 and [removed: 12,614,] [added: 12,497,] respectively.

Portions of the registrant’s definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024] [added: 2025] (incorporated by reference under Part III).

[removed: 2024] [added: 2025] FORM 10-K ANNUAL REPORT

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 26] [added: 27] |

| Item 1C | | [Cybersecurity](#item_1c_cybersecurity) | [removed: 26] [added: 27] |

| Item 2 | | [Properties](#item_2_properties) | [removed: 27] [added: 28] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 36] [added: 37] |

| Item 4 | | [Mine Safety Disclosure](#item_4_mine_safety_disclosures) | [removed: 36] [added: 37] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market) | [removed: 37] [added: 38] |

| Item 6 | | [\[RESERVED\]](#item_6_reserved) | [removed: 38] [added: 39] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 39] [added: 40] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 75] [added: 77] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 76] [added: 78] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 76] [added: 78] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 76] [added: 78] |

| Item 9B | | [Other Information](#item_9b_or_information) | [removed: 77] [added: 79] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | [removed: 77] [added: 79] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 78] [added: 80] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | [removed: 78] [added: 80] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 78] [added: 80] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 78] [added: 80] |

| Item 14 | | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees_servic) | [removed: 78] [added: 80] |

| Item 15 | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 79] [added: 81] |

| Item 16 | | [Form 10-K Summary](#item_16_form_10_k_summary) | [removed: 85] [added: 87] |

| [SIGNATURES](#signatures) | | | [removed: 86] [added: 88] |

This Annual Report on Form 10-K is for the year ended December 31, [removed: 2024.][added: 2025.]

To address cybersecurity risks facing our organization, we have adopted a [removed: “continuous risk assessment”] [added: risk-informed and continuously evolving assessment] process.

We [removed: also] have a mature incident response [removed: process] [added: and recovery program] in place in the event a cybersecurity incident occurs.

This [removed: process] [added: program] defines roles, responsibilities and action plans designed to contain and eradicate the issue and then restore [removed: systems] [added: systems,] in the event of a major [removed: disruption.][added: disruption, in a timely manner.]

[removed: Regularly, we] [added: We regularly] conduct tabletop exercises to simulate responses to an incident and implement any insight gained from those exercises to improve our recovery practices.

We [removed: have] [added: maintain] a commercial cybersecurity insurance policy that provides for coverage for losses sustained from cybersecurity incidents, subject to certain deductibles and limitations.

Based on the information available as of the date of this Form 10-K, during our fiscal year [removed: 2024] [added: 2025] and through the date of this filing, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents (as such terms are defined in Item 106(a) of Regulation S-K), that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

[removed: For more information on risks to us from cybersecurity threats, see “*Risks Related to Information Technology - A cyber security] [added: *security] incident could cause a violation of HIPAA, breach of patient or other persons privacy, or other negative impacts*.” under “*Item 1A.

Cybersecurity is an integral part of our [added: enterprise] risk management program and is an area of focus for our Board of Directors and management.

The Audit Committee of our Board of Directors is responsible for [removed: the] oversight of risks from cybersecurity threats.

Members of the Audit Committee receive [added: regular] updates, [removed: as warranted,] including quarterly [removed: updates] [added: briefings] from our Chief Information Security Officer [removed: (“CISO”)] [added: (“CISO”),] regarding [added: cybersecurity] matters [removed: of cybersecurity,] such as [removed: key risks facing] the [removed: healthcare industry and our company, core topics, review of] [added: evolving threat landscape, significant risks,] incidents, [removed: as well as] [added: control maturity, and] progress against key [removed: information security] [added: cybersecurity] initiatives.

Senior executive leadership also engage in [added: periodic and] ad-hoc discussions with management on cybersecurity [removed: topics.][added: topics, including incident response readiness, regulatory developments, and strategic initiatives.]

Our cybersecurity risk management and strategy processes are overseen by our CISO along with leaders from our [removed: Information Security, Compliance, Legal] [added: information security, compliance, legal] and [removed: Internal Auditing] [added: internal audit] teams.

[removed: These individuals monitor] [added: They are responsible for monitoring] the prevention, [added: detection,] mitigation, [removed: detection] and remediation of cybersecurity [added: risks and] incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including [removed: the operation] [added: oversight] of our incident response [removed: plan.][added: and recovery capabilities.]

Our cybersecurity program is designed to support the confidentiality, integrity, availability, and resilience of our information systems and the continuity of our operations, including those supporting patient care.

Our cybersecurity risk management program incorporates a multi-tiered governance and risk assessment structure, including ongoing evaluation of applicable laws and regulations, internal policies and standards, technical vulnerabilities, threat intelligence, and resource adequacy.

The results of that assessment are reviewed by management and used to formulate prioritization of remediation efforts, strategic initiatives, and cybersecurity investments.

Our risk management practices also incorporate lessons learned from operational events, cybersecurity incidents, near misses, and changes in the external threat landscape, including emerging risks associated with ransomware, supply-chain dependencies, and the increasing use of artificial intelligence by threat actors.

Our response planning emphasizes resilience and the ability to maintain critical operations, including clinical and patient-facing services, during and following a cybersecurity event.

Our program also considers risks arising from vendor concentration and systemic dependencies on third-party service providers supporting critical business and clinical functions, and we seek to implement remediation or risk mitigation measures where appropriate.

In making this determination, we considered both quantitative and qualitative factors, including potential impacts to patient care, regulatory compliance, operational continuity, financial performance, and reputation.

For more information on risks to us from cybersecurity threats, see “*Risks Related to Information Technology - A cyber*

The Audit Committee provides oversight of management’s approach to mitigating cybersecurity risks and enhancing the organization’s cyber resilience.

In addition, the Board of Directors receives an annual briefing on cybersecurity risks, program maturity, and related governance matters.

These leaders collectively possess substantial experience across information security, healthcare compliance, risk management, audit, and technology operations..

This program has a multi-tier risk management structure that includes regular reviews of laws, policies, vulnerabilities, and resource levels to address risks facing our organization.

The results of that assessment are shared with management, which drives prioritization and investment in resources to address those risks.

In addition, our Board of Directors are provided with an annual report regarding cybersecurity information and related topics.

Such individuals have an average of over 20 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming.

| The George Washington University Hospital [removed: (17)] [added: (16)] | | Washington, D.C. | 395 | Leased |

| Northwest Specialty Hospital (Behavioral [removed: Health)] [added: Health/Acute Rehabilitation)] | | Reno, Nevada | 70 | Owned |

| Palmdale Regional Medical Center | | Palmdale, California | [removed: 184] [added: 190] | Owned |

| Arrowhead Behavioral Health [removed: (14)] [added: (13)] | | Maumee, Ohio | 48 | Owned |

| Aspen Grove Behavioral Hospital | | Orem, Utah | [removed: 80] [added: 94] | Owned |

| [removed: Beaumont] [added: Metropolitan] Behavioral Health [removed: (16)] [added: (15)] | | Dearborn, [removed: Michigan] [added: MI] | 144 | Leased |

| BHC Alhambra Hospital | | Rosemead, California | [removed: 115] [added: 109] | Owned |

| Cedar Creek Hospital | | St. Johns, Michigan | [removed: 69] [added: 72] | Owned |

| Cumberland Hospital for Children and Adolescents | | New Kent, Virginia | [removed: 108] [added: 106] | Owned |

| Friends Hospital [removed: (13)] | | Philadelphia, Pennsylvania | [removed: 219] [added: 220] | Owned |

| Heartland Behavioral Health Services | | Nevada, Missouri | [removed: 137] [added: 111] | Owned |

| McDowell Center for Children | | Dyersburg, Tennessee | [removed: 32] [added: 28] | Owned |

| Mountain Youth Academy | | Mountain City, Tennessee | [removed: 122] [added: 120] | Owned |

| North Spring Behavioral Healthcare | | Leesburg, Virginia | [removed: 127] [added: 129] | Leased |

| Okaloosa Youth Academy | | Crestview, Florida | [removed: 72] [added: 77] | Leased |

| Provo Canyon School | | Provo, Utah | [removed: 250] [added: 226] | Owned |

| Psychiatric Institute of Washington | | Washington, D.C. | [removed: 130] [added: 152] | Owned |

| Rivendell Behavioral Health Hospital | | Bowling Green, Kentucky | [removed: 125] [added: 149] | Owned |

| Southeast Behavioral Health [removed: (15)] [added: (14)] | | Cape Girardeau, Missouri | 102 | Owned |

| Spring Mountain Sahara [added: (Behavioral Health)] | | Las Vegas, Nevada | 30 | Owned |

| Spring Mountain Treatment Center [added: (Behavioral Health)] | | Las Vegas, Nevada | 110 | Owned |

| Three Rivers Behavioral Health | | West Columbia, South Carolina | [removed: 129] [added: 136] | Owned |

| Valle Vista Health System | | Greenwood, Indiana | [removed: 140] [added: 132] | Owned |

| Cygnet Cedars | | [added: |] Birmingham, UK | 24 | Owned |

| Cygnet Churchill | | [added: |] London, UK | 57 | Owned |

| Cygnet Delfryn House | | [added: |] Flintshire, UK | 28 | Owned |

| Cygnet Delfryn Lodge | | [added: |] Flintshire, UK | 24 | Owned |

| Cygnet Elms | | [added: |] Birmingham, UK | 10 | Owned |

| Cygnet Fountains | | [added: |] Blackburn, UK | 34 | Owned |

| Cygnet Grange | | [added: |] Sutton-in-Ashfield, UK | 8 | Owned |

| Cygnet Heathers | | [added: |] West Bromwich, UK | 20 | Owned |

| Cygnet Hospital—Beckton | | [added: |] London, UK | 62 | Owned |

| Cygnet Hospital—Bierley | | [added: |] Bradford, UK | 63 | Owned |

| Cygnet Hospital—Blackheath | | [added: |] London, UK | 32 | Leased |

| Cygnet St. Augustine’s | | [removed: |] Stoke on Trent, UK | 32 | Owned |

| Cygnet St. Teilo House | | [removed: |] Gwent, UK | 23 | Owned |

| Cygnet St. Williams | | [removed: |] Darlington, UK | 12 | Owned |

| Cygnet Storthfield House | | [removed: |] Derbyshire, UK | 22 | Owned |

| Cygnet Victoria House | | [removed: |] Darlington, UK | 26 | Owned |

| Cygnet Views | | [removed: |] Matlock, UK | 10 | Owned |

| Cedar Hill Regional Medical Center | | Washington, D.C. | 142 | Leased |

| ER at North Valleys | | Reno, Nevada | — | Owned |

| Northwest Emergency at Eastern | | Amarillo, Texas | — | Owned |

| Hanover Hill Behavioral Health (19) | | Bethlehem, PA | 144 | Leased |

| Sea Grove Recovery | | Mt. Pleasant, South Carolina | 41 | Owned |

| Southridge Behavioral Hospital | | Byron Center, Michigan | 96 | Owned |

| Broadoak | | Newnham, UK | 33 | Owned |

| Bryn Y Wawr | | Llandeilo, UK | 10 | Owned |

| Clynsaer | | Llandovery, UK | 11 | Owned |

| Cygnet Hospital—Elowen | | | Heanor, UK | 24 | Owned |

| Cygnet Hospital—Kidsgrove | | | Stoke on Trent, UK | 31 | Owned |

| Cygnet Kenney House | | | Oldham, UK | 44 | Owned |

| Cygnet Newtown House | | | Blackpool, UK | 21 | Owned |

| The Daley Care Centre | | Sheffiled, UK | 24 | Owned |

| Dean Grange | | Newnham, UK | 5 | Owned |

| Milestone | | Cinderford, UK | 4 | Owned |

| The Old Vicarage | | Hungerford, UK | 13 | Owned |

| The Old Vicarage (Blakeney) | | Blakeney, UK | 13 | Owned |

| Redmarley | | Redmarley, UK | 19 | Owned |

| Riverside House | | Newnham, UK | 12 | Owned |

| Woodrowe House | | Markfield, UK | 37 | Owned |

We own and operate 119 behavioral health care outpatient facilities consisting of 110 facilities located in 25 states in the U.S., 7 facilities located in Puerto Rico, and 2 facilities located in the United Kingdom.

| Great Basin Surgery Center | | Reno, Nevada | Leased |

| Acute Care Outpatient Facilities and Surgical Hospital | | | |

| Brockton - RMC Surgery Center | | Riverside, California | Leased |

| Temescal Valley - RMC Surgery Center | | Temescal Valley, California | Leased |

| Riverside Medical Clinic - Brockton/Riverside | | Riverside, California | Leased |

The facility opened on January 13, 2026.

| Mayhill Hospital | | Denton, Texas | 59 | Leased |

| PRIDE Institute | | Eden Prairie, Minnesota | 42 | Owned |

| Langdale House | | Huddersfield, UK | 8 | Owned |

| | | | |

| --- | --- | --- | --- |

| United States: | | | |

| Name of Facility | | Location | Real Property Ownership Interest |

| Arbour Counseling Services | | Rockland, Massachusetts | Owned |

| The Canyon at Santa Monica | | Los Angeles, California | Leased |

| Foundations Health High Point | | High Point, North Carolina | Leased |

| Foundations San Francisco | | San Francisco, California | Leased |

| Michael’s House Outpatient | | Palm Springs, California | Leased |

| The Pointe Outpatient Behavioral Health Services | | Little Rock, Arkansas | Leased |

| The Recovery Center | | Wichita Falls, Texas | Leased |

| Saint Louis Behavioral Medicine Institute | | St. Louis, Missouri | Owned |

| Skywood Outpatient | | Royal Oak, Michigan | Leased |

| Talbott Recovery | | Atlanta, Georgia | Owned |

| Thousand Branches Wellness, Arden Hills | | Arden Hills, Minnesota | Leased |

| Thousand Branches Wellness, Chicago Loop | | Chicago, Illinois | Leased |

| Thousand Branches Wellness, Houston | | Houston, Texas | Leased |

| Thousand Branches Wellness, Mission Valley | | San Diego, California | Leased |

| United Kingdom: | | | |

| Long Eaton Day Services | | Nottingham, UK | Owned |

| Sheffield Day Services | | Sheffield, UK | Owned |

The number of stockholders of record as of January 31, [removed: 2025,] [added: 2026,] were as follows:

| Class A Common | | | [removed: 17] [added: 12] | |

| Class [removed: B] [added: D] Common | | | [removed: 230] [added: 76] | |

| Class [removed: D] [added: B] Common | | | [removed: 80] [added: 223] | |

As of January 1, [removed: 2024,] [added: 2025,] we had an aggregate available repurchase authorization of [removed: $422.9] [added: $824.4] million under our stock repurchase program.

In [removed: July, 2024,] [added: October, 2025,] our Board of Directors authorized a [removed: $1.0] [added: $1.5] billion increase in our stock repurchase program.

As reflected below, during the fourth quarter of [removed: 2024,] [added: 2025,] we have repurchased approximately [removed: 1.25] [added: 1.46] million shares at an aggregate cost of approximately [removed: $249.6] [added: $333.5] million (average price of [removed: $199.42] [added: $228.30] per share) pursuant to the terms of our stock repurchase program.

In addition, during the three-month period ended December 31, [removed: 2024, 2,653] [added: 2025, 82,066] shares were repurchased in connection with income tax withholding obligations resulting from stock-based compensation programs.

For the year ended December 31, [removed: 2024,] [added: 2025,] we have repurchased approximately [removed: 2.98] [added: 4.65] million shares at an aggregate cost of approximately [removed: $598.5] [added: $899.3] million (average price of [removed: $200.65] [added: $193.38] per share).

In addition, for the year ended December 31, [removed: 2024, 375,248] [added: 2025, 369,891] shares were repurchased in connection with income tax withholding obligations resulting from stock-based compensation programs.

As of December 31, [removed: 2024,] [added: 2025,] we had an aggregate available repurchase authorization of [removed: $824.4 million] [added: $1.4 billion] pursuant to our stock repurchase program.

During the period of October 1, [removed: 2024] [added: 2025] through December 31, [removed: 2024,] [added: 2025,] we repurchased the following shares:

During the year ended December 31, [removed: 2024] [added: 2025] we paid dividends of $0.80 per share.

The following graph compares the cumulative total stockholder return on our common stock with the cumulative total return on the stock included in the Standard & Poor’s 500 Index and a Peer Group Index during the five-year period ended December 31, [removed: 2024.][added: 2025.]

The graph assumes an investment of $100 made in our common stock and each Index as of January 1, [removed: 2020] [added: 2021] and has been weighted based on market capitalization.

[removed: ][added: ]

| Company Name / Index | | [removed: 2019] [added: 2020] Base | | | | [removed: 2020 | | | |] 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

| October, 2025 | | | 1,500,000 | | | | 63,645 | | | | — | | | $ | 0.01 | | | | — | | | $ | — | | | $ | — | | | $ | 1,758,547 | |

| November, 2025 | | | — | | | | 750,196 | | | | — | | | $ | 0.01 | | | | 735,622 | | | $ | 231.23 | | | $ | 170,097 | | | $ | 1,588,450 | |

| December, 2025 | | | — | | | | 728,847 | | | | — | | | $ | 0.01 | | | | 725,000 | | | $ | 225.33 | | | $ | 163,364 | | | $ | 1,425,086 | |

| Total October through December | | $ | 1,500,000 | | | | 1,542,688 | | | | — | | | $ | 0.01 | | | | 1,460,622 | | | $ | 228.30 | | | $ | 333,461 | | | | | |

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 94.84 | | | $ | 103.72 | | | $ | 112.89 | | | $ | 133.42 | | | $ | 162.79 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 128.71 | | | $ | 105.40 | | | $ | 133.10 | | | $ | 166.40 | | | $ | 196.16 | |

| Peer Group | | $ | 100.00 | | | $ | 158.38 | | | $ | 146.42 | | | $ | 167.55 | | | $ | 186.90 | | | $ | 283.61 | |

| October, 2024 | | | — | | | | 255,848 | | | | — | | | $ | 0.01 | | | | 255,000 | | | $ | 205.85 | | | $ | 52,491 | | | $ | 1,021,490 | |

| November, 2024 | | | — | | | | 747,874 | | | | — | | | $ | 0.01 | | | | 746,745 | | | $ | 203.71 | | | $ | 152,121 | | | $ | 869,369 | |

| December, 2024 | | | — | | | | 250,676 | | | | — | | | $ | 0.01 | | | | 250,000 | | | $ | 180.03 | | | $ | 45,008 | | | $ | 824,361 | |

| Total October through December | | $ | — | | | | 1,254,398 | | | | — | | | $ | 0.01 | | | | 1,251,745 | | | $ | 199.42 | | | $ | 249,620 | | | | | |

| Universal Health Services, Inc. | | $ | 100.00 | | | $ | 96.00 | | | $ | 91.04 | | | $ | 99.57 | | | $ | 108.37 | | | $ | 128.07 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 118.40 | | | $ | 152.39 | | | $ | 124.79 | | | $ | 157.59 | | | $ | 197.02 | |

| Peer Group | | $ | 100.00 | | | $ | 114.05 | | | $ | 180.63 | | | $ | 167.00 | | | $ | 191.10 | | | $ | 213.16 | |

As of December 31, [removed: 2024,] [added: 2025,] under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended.

There have been no changes in our internal control over financial reporting or in other factors during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that [removed: controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

Based on its assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria in *Internal Control—Integrated Framework (2013)*, issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in its report which appears herein.

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s quarter ended December 31, [removed: 2024,] [added: 2025,] as such terms are defined under Item 408(a) of Regulation S-K.

There is hereby incorporated by reference the information to appear under the captions “Election of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

There is hereby incorporated by reference the information to appear under the caption “Executive Compensation” in our Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

There is hereby incorporated by reference the information to appear under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

There is hereby incorporated by reference the information to appear under the captions “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

There is hereby incorporated by reference the information to appear under the caption “Relationship with Independent Auditors” in our Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

| 10.1 | | [Agreement, dated December [removed: 7, 2023,] [added: 10, 2025,] to renew Advisory Agreement dated as of December 24, 1986, and amended and restated effective as of January 1, 2019 between Universal Health Realty Income Trust and UHS of Delaware, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex10_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex10_1.htm)] |

| [removed: 10.34*] [added: 10.35*] | | [removed: [Employment Agreement between Universal] [added: [Universal] Health Services, Inc. [removed: and Marc D. Miller dated as of December 23, 2020,] [added: 2022 Executive Incentive Plan,] previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: December] [added: March] 23, [removed: 2020,] [added: 2022,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex101_6.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex101_6.htm)] |

| [removed: 10.35*] [added: 10.46*] | | [removed: [Amendment,] [added: [Guaranty Agreement] dated [removed: as of] March [removed: 23, 2022, to Employment Agreement, dated as of December 23, 2020,] [added: 19, 2025] between Universal Health Services, Inc. and [removed: Marc D.] [added: Alan B.] Miller, previously filed as Exhibit [removed: 10.2] [added: 10.4] to the Company’s Current Report on Form 8-K dated March [removed: 23, 2022,] [added: 19, 2025,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex102_7.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000095017025042671/uhs-ex10_4.htm)] |

| [removed: 10.36*] [added: 10.45*] | | [Employment Agreement [added: dated March 19, 2025,] between [removed: Universal Health Services,] [added: UHS of Delaware,] Inc. and Alan B. [removed: Miller dated as of December 23, 2020,] [added: Miller,] previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated [removed: December 23, 2020,] [added: March 19, 2025,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000352915/000156459020058584/uhs-ex102_7.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/352915/000095017025042671/uhs-ex10_2.htm).] |

| [removed: 10.37*] [added: 10.48*] | | [removed: [Amendment,] [added: [Guaranty Agreement] dated [removed: as of] March [removed: 23, 2022, to Employment Agreement, dated as of December 23, 2020,] [added: 19, 2025] between Universal Health Services, Inc. and [removed: Alan B.] [added: Marc D.] Miller, previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March [removed: 23, 2022,] [added: 19, 2025,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex103_8.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/352915/000095017025042671/uhs-ex10_3.htm).] |

| [removed: 10.38] [added: 10.34] | | [Master Lease Document between certain subsidiaries of Universal Health Services, Inc. and Universal Health Realty Income Trust, dated December 31, 2021 previously filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K dated February 24, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022006717/uhs-ex1054_42.htm) |

| [removed: 10.39*] [added: 10.36*] | | [removed: [Universal] [added: [Form of Restricted Stock Unit Award Agreement under the Universal] Health Services, Inc. [removed: 2022 Executive] [added: 2020 Omnibus Stock and] Incentive Plan, previously filed as Exhibit [removed: 10.1] [added: 10.4] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K dated March 23,] [added: 10-Q filed on August 8,] 2022, is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022011986/uhs-ex101_6.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022028437/uhs-ex104_238.htm)] |

| [removed: 10.40*] [added: 10.42*] | | [removed: [Form of Restricted Stock Unit Award Agreement under the Universal] [added: [Universal] Health Services, Inc. [added: Amended and Restated] 2020 Omnibus Stock and Incentive Plan, [added: as amended by the Amendment thereto,] previously filed as Exhibit [removed: 10.4] [added: A] to the Company’s [removed: Quarterly Report on Form 10-Q] [added: Proxy Statement] filed on [removed: August 8, 2022,] [added: April 4, 2024,] is incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022028437/uhs-ex104_238.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524086555/d631163ddef14a.htm)] |

| [removed: 10.41*] [added: 10.37*] | | [Form of Restricted Stock Units Award Agreement for Named Executive Officers with Employment Agreements, , previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex105_113.htm) |

| [removed: 10.42*] [added: 10.38*] | | [Form of Restricted Stock Units Award Agreement for Named Executive Officers without Employment Agreements, previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex106_115.htm) |

| [removed: 10.43*] [added: 10.39*] | | [Form of Restricted Stock Units Award Agreement for Directors, previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022018570/uhs-ex107_114.htm) |

| [removed: 10.44*] [added: 10.40*] | | [Separation Agreement and General Release by and between UHS of Delaware, Inc. and Marvin Pember effective as of December 31, 2022, previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A dated December 7, 2022, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000156459022039115/uhs-ex991_6.htm) |

| [removed: 10.45*] [added: 10.41*] | | [Employment Agreement between Universal Health Services, Inc. and Edward Sim dated October 18, 2022 previously filed as Exhibit 10.66 to the Company’s Annual Report on Form 10-K dated February 27, 2023, is incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/352915/000095017023004656/uhs-ex10_66.htm) |

| [removed: 10.46*] [added: 10.43*] | | [removed: Universal] [added: [Universal] Health Services, Inc. Amended and Restated [removed: 2020 Omnibus] [added: Employee] Stock [removed: and Incentive] [added: Purchase] Plan, [removed: as amended by the Amendment thereto,] previously filed as Exhibit [removed: A] [added: B] to the Company’s Proxy Statement filed on April 4, 2024, is incorporated herein by [removed: reference.] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524086555/d631163ddef14a.htm)] |

| [removed: 10.48] [added: 10.44] | | [removed: Tenth] [added: [Tenth] Amendment, dated as of September 26, 2024, 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 September 26, 2024, attached as Exhibit A thereto and referred to herein as the Senior Secured Credit Facility, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 1, 2024, is incorporated herein by [removed: reference.] [added: reference.](https://www.sec.gov/Archives/edgar/data/352915/000119312524229561/d895626dex101.htm)] |

| 19* | | [Universal Health Services, Inc. Inside Information and Trading of Company Stock [removed: Policy.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex19.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex19.htm)] |

| 21 | | [Subsidiaries of [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex21.htm)] |

| 22.1 | | [List of Guarantor Subsidiaries and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex22_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex22_1.htm)] |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm-PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex23_1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex23_1.htm)] |

| 31.1 | | [Certification from the Company’s Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex31_1.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex31_1.htm)] |

| 31.2 | | [Certification from the Company’s Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex31_2.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex31_2.htm)] |

| 32.1 | | [Certification from the Company’s Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex32_1.htm)] |

| 32.2 | | [Certification from the Company’s Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex32_2.htm)] |

| 97 | | [Universal Health Services, Inc. Clawback [removed: Policy.](https://www.sec.gov/Archives/edgar/data/352915/000095017025027785/uhs-ex97.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/352915/000119312526071676/uhs-ex97.htm)] |

| 10.47* | | [Amended and Restated Employment Agreement dated December 30, 2025, between UHS Of Delaware, Inc. And Marc D. Miller, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2025, is incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/352915/000119312525337662/uhs-ex10_1.htm). |

| 10.49* | | [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, previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2025, is incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/352915/000119312525337662/uhs-ex10_2.htm). |

| | | |

| | | |

| 10.47* | | Universal Health Services, Inc. Amended and Restated Employee Stock Purchase Plan, previously filed as Exhibit B to the Company’s Proxy Statement filed on April 4, 2024, is incorporated herein by reference. |

| | | Marc D. Miller Chief Executive Officer February [removed: 26, 2025] [added: 25, 2026] |

| /s/ ALAN B. MILLER Alan B. Miller | | | | Executive Chairman of the Board | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MARC D. MILLER Marc D. Miller | | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ NINA CHEN\-LANGENMAYR | | | | Director | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ EILEEN C. MCDONNELL Eileen C. McDonnell | | | | Director | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ WARREN J. NIMETZ Warren J. Nimetz | | | | Director | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ MARIA SINGER Maria Singer | | | | Director | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ ELLIOTT J. SUSSMAN M.D. Elliot J. Sussman M.D. | | | | Director | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| /s/ STEVE FILTON Steve Filton | | | | Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

| [Report of Independent Registered Public Accounting Firm](#reportofindependentregisteredpublic) (PCAOB ID: 238) | [removed: 88] [added: 90] |

| [Consolidated Statements of Income for December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_income)] [added: 2023](#consolidated_statements_income)] | [removed: 90] [added: 92] |

| [Consolidated Statements of Comprehensive Income for December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | [removed: 91] [added: 93] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | [removed: 92] [added: 94] |

| [Consolidated Statements of Changes in Equity for December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_changes_in_equit)] [added: 2023](#consolidated_statements_changes_in_equit)] | [removed: 93] [added: 95] |

| [Consolidated Statements of Cash Flows for December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | [removed: 96] [added: 98] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: 97] [added: 99] |

| [Supplemental Financial Statement Schedule II: Valuation and Qualifying Accounts as of and for December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#scheduleii_valuation)] [added: 2023](#scheduleii_valuation)] | [removed: 130] [added: 132] |

We have audited the accompanying consolidated balance sheets of Universal Health Services, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As of December 31, [removed: 2024,] [added: 2025,] the net accounts receivable balance was [removed: $2.2] [added: $2.6] billion.

Developing an independent expectation involved calculating the percentage of cash collections as compared to the recorded net accounts receivable balance as of the end of the prior year, applying those calculated percentages to the recorded accounts receivable balance as of December 31, [removed: 2024,] [added: 2025,] and comparing the calculated balance to management’s estimate of the net accounts receivable balance.

| | | Year Ended December [removed: 31, | | | | | | | |] [added: 31, 2025] | | |

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Net revenues | | $ | [removed: 15,827,935] [added: 17,364,829] | | | $ | [removed: 14,281,976] [added: 15,827,935] | | | $ | [removed: 13,399,370] [added: 14,281,976] | |

| Salaries, wages and benefits | | | [removed: 7,518,687] [added: 8,084,582] | | | | [removed: 7,107,484] [added: 7,518,687] | | | | [removed: 6,762,256] [added: 7,107,484] | |

| Other operating expenses | | | [removed: 4,308,384] [added: 4,860,246] | | | | [removed: 3,757,216] [added: 4,308,384] | | | | [removed: 3,445,733] [added: 3,757,216] | |

| Supplies expense | | | [removed: 1,587,786] [added: 1,659,009] | | | | [removed: 1,532,828] [added: 1,587,786] | | | | [removed: 1,474,339] [added: 1,532,828] | |

| Depreciation and amortization | | | [removed: 584,831] [added: 618,743] | | | | [removed: 568,041] [added: 584,831] | | | | [removed: 581,861] [added: 568,041] | |

| Lease and rental expense | | | [removed: 146,433] [added: 148,234] | | | | [removed: 141,026] [added: 146,433] | | | | [removed: 131,626] [added: 141,026] | |

| | | | [removed: 14,146,121] [added: 15,370,814] | | | | [removed: 13,106,595] [added: 14,146,121] | | | | [removed: 12,395,815] [added: 13,106,595] | |

| Income from operations | | | [removed: 1,681,814] [added: 1,994,015] | | | | [removed: 1,175,381] [added: 1,681,814] | | | | [removed: 1,003,555] [added: 1,175,381] | |

| Interest expense, net | | | [removed: 186,109] [added: 156,068] | | | | [removed: 206,674] [added: 186,109] | | | | [removed: 126,889] [added: 206,674] | |

| Other (income) expense, net | | | [removed: (2,231] [added: (134,194] | ) | | | [removed: 28,281] [added: (2,231] | [added: )] | | | [removed: 10,406] [added: 28,281] | |

| Income before income taxes | | | [removed: 1,497,936] [added: 1,972,141] | | | | [removed: 940,426] [added: 1,497,936] | | | | [removed: 866,260] [added: 940,426] | |

| Provision for income taxes | | | [removed: 334,827] [added: 460,959] | | | | [removed: 221,119] [added: 334,827] | | | | [removed: 209,278] [added: 221,119] | |

| Net income | | | [removed: 1,163,109] [added: 1,511,182] | | | | [removed: 719,307] [added: 1,163,109] | | | | [removed: 656,982] [added: 719,307] | |

| Less: Net income (loss) attributable to noncontrolling interests | | | [removed: 21,012] [added: 22,386] | | | | [removed: 1,512] [added: 21,012] | | | | [removed: (18,627] [added: 1,512] | [removed: )] |

| Net income attributable to UHS | | $ | [removed: 1,142,097] [added: 1,488,796] | | | $ | [removed: 717,795] [added: 1,142,097] | | | $ | [removed: 675,609] [added: 717,795] | |

February 25, 2026

| | | 2025 | | | | 2024 | | |

| | | | 12,358,312 | | | | 11,802,280 | |

| | | | 5,876,598 | | | | 5,731,222 | |

| | | | 7,008,097 | | | | 6,572,225 | |

| | | | 5,111,581 | | | | 5,081,236 | |

| Deferred income taxes | | | 5,649 | | | | 0 | |

| Balance, January 1, 2025 | | $ | 13,293 | | | $ | 66 | | | $ | 577 | | | $ | 7 | | | $ | — | | | $ | (713,705 | ) | | $ | 7,372,061 | | | $ | 7,201 | | | $ | 6,666,207 | | | $ | 83,316 | | | $ | 6,749,523 | |

| Repurchased | | | — | | | | — | | | | (50 | ) | | | — | | | | — | | | | — | | | | (975,747 | ) | | | — | | | | (975,797 | ) | | | — | | | | (975,797 | ) |

| Reclass of noncontrolling interests to redeemable noncontrolling interests | | | 38,523 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (38,523 | ) | | | (38,523 | ) |

| Change in redemption amount of redeemable noncontrolling interest | | | 2,311 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,207 | ) | | | — | | | | (3,207 | ) | | | 895 | | | | (2,312 | ) |

| Net income to UHS / noncontrolling interests | | | 8,054 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,488,796 | | | | — | | | | 1,488,796 | | | | 14,332 | | | | 1,503,128 | |

| Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | |

| Subtotal - comprehensive income | | | 8,054 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,488,796 | | | | 40,582 | | | | 1,529,378 | | | | 14,332 | | | | 1,543,710 | |

| Balance, December 31, 2025 | | $ | 70,620 | | | $ | 66 | | | $ | 538 | | | $ | 7 | | | $ | — | | | $ | (765,357 | ) | | $ | 7,992,755 | | | $ | 47,783 | | | $ | 7,275,792 | | | $ | 62,996 | | | $ | 7,338,788 | |

| Net income | | $ | 1,511,182 | | | $ | 1,163,109 | | | $ | 719,307 | |

| Unrealized gain on non-marketable securities | | | (93,291 | ) | | | 0 | | | | 0 | |

| Costs incurred for purchase and development of enterprise resource planning application | | | (24,695 | ) | | | 0 | | | | 0 | |

| Proceeds received from sale of marketable equity securities | | | 63,073 | | | | 0 | | | | 0 | |

| Investments in non-marketable securities | | | (9,831 | ) | | | 0 | | | | 0 | |

Revenue Recognition:

*Behavioral health care services provided in the U.K.:* The majority of the revenues generated by our behavioral health care facilities located in the U.K. are recorded pursuant to contracts with the National Health Service and other local governments for services including the following: behavioral health care services, rehabilitation services, residential homes, nursing homes, supported living services and specialist day services.

*Commercial health insurer - certain acute care markets:* The majority of the revenues generated by our commercial health insurer conducting business in certain acute care markets relate to Medicare Advantage premiums which are determined by the Centers for Medicare and Medicaid Services ("CMS") utilizing a risk adjustment model that apportions premiums paid to health plans according to health and geographic factors.

Risk score adjustments result in retroactive premium adjustments.

The revenue adjustments are recognized when the amount is determinable and collectability or liability is reasonably assured.

CMS also uses a star rating system which is derived from comprehensive evaluations of member satisfaction, quality of care and operational efficiency.

In addition, our insurer also generates revenues from premiums for coverage under membership contracts with employer groups and individuals.

| Balance, December 31, 2025 | | $ | 529,880 | | | $ | 3,460,333 | | | $ | 3,990,213 | |

The non-marketable securities that we hold are accounted for under the measurement alternative pursuant to which the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Adjustments are determined primarily based on a market approach as of the transaction date and are recorded in other (income) expense, net.

In connection with this investment, we recorded an unrealized pre-tax gain of $93 million during the year ended December 31, 2025.

| | | 2025 | | | | 2024 | | |

In connection with certain of the behavioral health care facilities mentioned above, the outside owners have “put options” to potentially put their entire ownership interest to us either in the future upon the occurrence of certain triggering events (as specified in the agreements), or at the present time.

Generally accepted accounting principles require that noncontrolling interests be classified as equity and we have presented noncontrolling interests in total equity.

However, since certain of our noncontrolling interests have redemption rights outside of our control, those noncontrolling interests are classified outside of permanent equity.

Noncontrolling interests with an estimated redemption amount of approximately $39 million has been reclassified from noncontrolling interest to redeemable noncontrolling interests as of December 31, 2025.

The minority owners of a 20% interest in a behavioral health care facility located in Pennsylvania had previously exercised their put option and we purchased their ownership interest in April, 2025

| 2025 activity: | | | | | | | | | | | | | | | | |

| Pretax amount | | | 0 | | | | 37,841 | | | | 3,015 | | | | 40,856 | |

| Income tax effect | | | 0 | | | | 450 | | | | (724 | ) | | | (274 | ) |

February 26, 2025

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 11,802,280 | | | | 11,044,863 | |

| | | | 5,731,222 | | | | 5,392,345 | |

| | | | 6,572,225 | | | | 6,124,529 | |

| | | | 5,081,236 | | | | 5,031,723 | |

| Balance, January 1, 2022 | | $ | 5,119 | | | $ | 66 | | | $ | 698 | | | $ | 7 | | | $ | 0 | | | $ | (545,487 | ) | | $ | 6,604,089 | | | $ | 30,291 | | | $ | 6,089,664 | | | $ | 103,389 | | | $ | 6,193,053 | |

| Repurchased | | | — | | | | — | | | | (72 | ) | | | — | | | | — | | | | — | | | | (832,846 | ) | | | — | | | | (832,918 | ) | | | — | | | | (832,918 | ) |

| Acquisition of noncontrolling interest in majority owned business | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (11,274 | ) | | | — | | | | (11,274 | ) | | | (37,608 | ) | | | (48,882 | ) |

| Net income to UHS / noncontrolling interests | | | 226 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 675,609 | | | | — | | | | 675,609 | | | | (18,853 | ) | | | 656,756 | |

| Subtotal - comprehensive income | | | 226 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 675,609 | | | | (39,959 | ) | | | 635,650 | | | | (18,853 | ) | | | 616,797 | |

| Balance, December 31, 2022 | | $ | 4,695 | | | $ | 66 | | | $ | 637 | | | $ | 7 | | | $ | — | | | $ | (604,127 | ) | | $ | 6,533,667 | | | $ | (9,668 | ) | | $ | 5,920,582 | | | $ | 44,768 | | | $ | 5,965,350 | |

| Provision for asset impairment | | | 0 | | | | 0 | | | | 57,550 | |

| Deferred grant revenue | | | 0 | | | | 2,978 | | | | 2,391 | |

Such amounts are included in accounts receivable, net, on our consolidated balance sheets.

Adjustments related to the final settlement of these retrospectively determined amounts did not materially impact our results in 2024, 2023 or 2022.

If it were to occur, each 1% adjustment to our estimated net Medicare revenues that are subject to retrospective review and settlement as of December 31, 2024, would change our after-tax net income by approximately $2 million.

There are various

Our financial statements for the year ended December 31, 2022, include a pre-tax provision for asset impairment of approximately $58 million, which is included in other operating expenses on the accompanying consolidated statements of income, to write-down the asset value of Desert Springs Hospital Medical Center, a 282-bed acute care hospital located in Las Vegas, Nevada.

In early 2023, as a result of various competitive pressures and operational challenges experienced in the market, which had a significant unfavorable impact on the hospital's results of operations during the past year, as well as physical plant constraints and limitations resulting from the advanced age of the facility (which opened in 1971), we announced plans to discontinue all inpatient operations by March of 2023.

For a period of time, we plan to continue providing emergency department services within a portion of the existing facility while we construct a new free-standing emergency department on the hospital's campus.

The provision for asset impairment reduced the asset values of the facility's real estate and equipment to their estimated fair values.

| Balance, January 1, 2023 | | $ | 516,626 | | | $ | 3,392,830 | | | $ | 3,909,456 | |

plan that is held by an independent trustee in a rabbi-trust and that has a related payable included in other noncurrent liabilities, and; (viii) other miscellaneous assets.

Due to recent guidance and enacted laws surrounding the global 15% minimum tax rate that will be effective after 2024 from the Organization for Economic Co-operation and Development ("OECD"), as well as jurisdictions that we operate in, we anticipate adverse effects to our provision for income taxes as well as cash taxes.

Currently, the United States has not enacted legislation that aligns with the OECD global minimum tax rate.

We do not expect these effects to be material and will continue to monitor changes in tax policies and laws issued by the OECD and jurisdictions in which we operate.

20%, 25%, and 48% in six behavioral health care facilities located in Arizona, Pennsylvania, Ohio, Washington, Missouri, and Iowa, respectively, (iii) 26% and 49% in two behavioral health care facilities located in Michigan (one currently under construction with an expected opening in the second quarter of 2025) and; (iv) approximately 5% in an acute care facility and 49% in a surgery center, located in Nevada.

In August, 2022, we purchased the 20% noncontrolling ownership interest in a hospital majority owned by us, located in Washington D.C. for $51 million.

We now have 100% ownership interest in the hospital.

The noncontrolling interest balance was reclassified to retained earnings and is included in common stockholders’ equity in the accompanying consolidated balance sheets and in retained earnings in the accompanying consolidated statements of changes in equity.

In connection with the two behavioral health care facilities located in Pennsylvania and Ohio, the minority ownership interests of which are reflected as redeemable noncontrolling interests on our consolidated balance sheets, the outside owners have “put options” to put their entire ownership interest to us at any time.

| Balance, January 1, 2022, net of income tax | | $ | (17 | ) | | $ | 33,524 | | | $ | (3,216 | ) | | $ | 30,291 | |

| 2022 activity: | | | | | | | | | | | | | | | | |

| Pretax amount | | | 0 | | | | (37,310 | ) | | | (2,869 | ) | | | (40,179 | ) |

| Income tax effect | | | 0 | | | | (469 | ) | | | 689 | | | | 220 | |

Any

GPO Agreement/Minority Ownership Interest: During 2013, we entered into a new group purchasing organization agreement (“GPO”) with Premier, Inc. (“Premier"), a healthcare performance improvement alliance, and acquired a minority interest in the GPO for a nominal amount.

During the fourth quarter of 2013, in connection with the completion of an initial public offering of the stock of Premier, we received cash proceeds for the sale of a portion of our ownership interest in the GPO, which were recorded as deferred income, on a pro rata basis, as a reduction to our supplies expense over the initial expected life of the GPO agreement.