THC 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Tenet Healthcare 8-K Report, Financial Results (Oct 29, 2026)

Tenet Healthcare Corporation (NYSE: THC) reported third quarter 2026 results for the quarter ended September 30, 2026, furnished under Item 2.02 via Exhibit 99.1. Net income available to Tenet common shareholders was $1.000 billion, or $12.41 per diluted share, versus $342 million, or $3.86 per diluted share, in the third quarter of 2025. Adjusted diluted earnings per share rose 79.5% to $6.64 from $3.70, and Consolidated Adjusted EBITDA increased 23.3% to $1.355 billion, with an Adjusted EBITDA margin of 24.1%. The results include a $233 million contract termination catch-up and a $97 million net operating revenue timing adjustment tied to the revised CommonSpirit/Conifer revenue cycle management agreements, plus about $50 million of transition benefits, for a net favorable $147 million impact on Adjusted EBITDA. The company raised its FY 2026 outlook: Adjusted EBITDA is now expected at $5.05 billion to $5.20 billion, a $195 million increase at the midpoint, and Adjusted Free Cash Flow is expected at $2.825 billion to $3.125 billion, a $100 million increase. Ambulatory Care Adjusted EBITDA was $537 million, up 9.1%, with same-facility system-wide net patient service revenues up 4.5% and surgical cases down 1.5%. Hospital Operations and Services Adjusted EBITDA was $818 million versus $607 million a year earlier, with same-hospital admissions up 2.8%. Balance sheet and cash flow items include nine-month operating cash flow of $3.507 billion, nine-month adjusted free cash flow of $2.524 billion, share repurchases of $1.615 billion year to date, and a net debt to Adjusted EBITDA ratio of 2.11x at September 30, 2026. In September 2026 the company issued $2.0 billion of 6.250% senior notes due 2034 and used the proceeds, with cash on hand, to redeem $1.5 billion of 5.125% senior secured first lien notes due 2027 and partially redeem $500 million of 6.125% senior notes due 2028.

Oct 29, 2026 8-K

Tenet Healthcare 8-K Report, Material Agreement (Sep 22, 2026)

On September 22, 2026, Tenet Healthcare Corporation issued $2.0 billion in aggregate principal amount of 6.250% senior notes due 2034 under a 2001 base indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, supplemented by a forty-third supplemental indenture dated the same day. The company intends to use the net proceeds, after fees and expenses, together with cash on hand, to redeem all $1.5 billion outstanding of its 5.125% senior secured first lien notes due November 2027 and to partially redeem $0.5 billion outstanding of its 6.125% senior notes due October 2028. The filing describes this as a refinancing of existing debt. The indenture's covenants are limited. They restrict the company and its subsidiaries from incurring liens, entering into sale and lease-back transactions, or consolidating, merging, or selling all or substantially all of their assets, subject to a number of exceptions. The filing states there are no restrictions on incurring additional indebtedness, making restricted payments, paying dividends or distributions, repurchasing capital stock, or entering into affiliate transactions or investments. The notes may be redeemed before September 15, 2029 at 100% of principal plus a make-whole premium, plus accrued and unpaid interest. On and after September 15, 2029, they may be redeemed at specified redemption prices, plus accrued and unpaid interest. The notes may also become subject to redemption upon a change of control, as defined in the indenture. The base indenture and the supplemental indenture are filed as Exhibits 4.1 and 4.2.

Sep 22, 2026 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Sep 8, 2026)

On September 8, 2026, Tenet Healthcare Corporation (NYSE: THC) announced a private placement of senior notes to refinance existing debt. The company initially launched a $1.5 billion offering of new senior notes due 2034, then upsized and priced the offering at $2.0 billion of 6.250% senior notes due September 15, 2034. The notes are unsecured obligations that rank equally with existing and future senior unsecured obligations, and are effectively and structurally subordinated to secured obligations and subsidiary liabilities, respectively, to the extent of collateral and subsidiary asset values. Closing is expected on September 22, 2026, subject to customary conditions. Net proceeds, after fees and expenses, together with cash on hand, will fund the redemption of all $1.5 billion outstanding of the 5.125% senior secured first lien notes due November 2027 and a partial redemption of $0.5 billion of the 6.125% senior notes due October 2028. On the same date, the company issued conditional notices of full redemption for the 2027 Notes and conditional partial redemption for the 2028 Notes, with redemptions expected on September 23, 2026. For investors, the transaction is primarily a refinancing that replaces $2.0 billion of higher-coupon debt maturing in 2027 and 2028 with new notes maturing in 2034, and the upsizing to $2.0 billion from $1.5 billion indicates the offering was increased in size. The filing does not describe changes to the company's overall debt amount beyond these redemptions and the new issuance.

Sep 8, 2026 8-K

Tenet Healthcare 8-K Report, Financial Results (Jul 23, 2026)

Tenet Healthcare Corporation reported second quarter 2026 results in a press release furnished as Exhibit 99.1 under Item 2.02. Net income available to Tenet common shareholders was $826 million, or $9.84 per diluted share, versus $288 million, or $3.14 per diluted share, in second quarter 2025. Adjusted diluted earnings per share rose 52.2% to $6.12 from $4.02, and Consolidated Adjusted EBITDA was $1.304 billion, compared with $1.121 billion a year earlier, on net operating revenues of $5.628 billion. The results include $413 million of revenue from contract termination, related to the early conclusion of the CommonSpirit contract, which is excluded from net operating revenues and from Adjusted EBITDA reconciliation lines as a non-recurring item. By segment, Ambulatory Care Adjusted EBITDA was $542 million, up 8.8%, with same-facility system-wide net patient service revenues up 5.0% on cases down 1.2%. Hospital Adjusted EBITDA was $762 million, up 22.3%, with Adjusted EBITDA margin rising to 18.0% from 15.6%; the Hospital segment also recognized a $92 million favorable pre-tax impact from prior-year Medicaid supplemental revenues. Operating cash flow for the six months ended June 30, 2026 was $2.226 billion, and the company repurchased $1.042 billion of stock in the quarter. The Board authorized a $2.0 billion increase to the share repurchase program, leaving $2.13 billion remaining as of July 23, 2026. The net debt to Adjusted EBITDA ratio was 2.33x at June 30, 2026. The company raised its full-year 2026 outlook, with Adjusted EBITDA now expected at $4.83 billion to $5.03 billion, a $295 million increase at the midpoint, and Adjusted Free Cash Flow now expected at $2.725 billion to $3.025 billion, a $225 million increase.

Jul 23, 2026 8-K

Tenet Healthcare 8-K Report, Shareholder Vote Results (May 29, 2026)

Tenet Healthcare Corporation held its 2026 Annual Meeting of Shareholders on May 27, 2026, and this Item 5.07 filing reports the final voting results. Shareholders elected all twelve director nominees, each to serve until the next annual meeting or until a successor is duly elected or qualified, or until earlier resignation or removal. Each nominee received more votes FOR than AGAINST, with Saumya Sutaria (72,297,676 FOR; 2,036,933 AGAINST) and J. Robert Kerrey (71,837,362 FOR; 2,539,818 AGAINST) showing the largest AGAINST counts among the directors. Shareholders also approved, on an advisory basis, the company's executive compensation, with 62,554,346 votes FOR, 11,817,273 AGAINST, and 39,895 ABSTAIN, plus 5,510,667 broker non-votes. The say-on-pay vote had considerably more AGAINST votes than the director votes, which is the item most worth attention from investors. Shareholders ratified the selection of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2026, with 79,422,386 votes FOR, 470,477 AGAINST, and 29,318 ABSTAIN.

May 29, 2026 8-K

Tenet Healthcare 8-K Report, Financial Results (Apr 30, 2026)

Tenet Healthcare Corporation (NYSE: THC) reported first quarter 2026 results on April 30, 2026, with net income available to common shareholders of $702 million, or $8.01 per diluted share, versus $406 million, or $4.27 per diluted share, in the first quarter of 2025. Adjusted diluted earnings per share increased 10.6% to $4.82 from $4.36, while Adjusted EBITDA was $1.162 billion compared with $1.163 billion a year earlier. The headline EPS gain is driven largely by a $413 million ($314 million after-tax) revenue recognition from the early conclusion of the CommonSpirit Health contract, which the company excludes from its adjusted measures and from net operating revenues. Net operating revenues were $5.368 billion, up from $5.223 billion. Segment results were mixed. The Ambulatory Care segment (USPI) grew Adjusted EBITDA 6.1% to $484 million, with same-facility system-wide net patient service revenues up 5.3% and net revenue per case up 5.6%, while surgical cases declined 0.3%. The Hospital Operations and Services segment saw Adjusted EBITDA fall to $678 million from $707 million, with admissions up only 0.2%, outpatient visits down 3.7%, and an absence of a prior-year $40 million Medicaid supplemental benefit. Cash generation was strong, with operating cash flow of $1.641 billion and adjusted free cash flow of $978 million, and the company repurchased 1.35 million shares for $318 million. Management reaffirmed its FY 2026 Adjusted EBITDA outlook of $4.485 billion to $4.785 billion. The CommonSpirit transaction, under which Conifer's early contract conclusion yields $1.9 billion payable over three years, is the key item to monitor. Of that amount, $540 million was satisfied on January 27, 2026 through an offset against a redemption of CommonSpirit's minority interest in Conifer. Investors should separate this one-time benefit from the recurring operating trends in the segments.

Apr 30, 2026 8-K

Tenet Healthcare 8-K Report, Executive Changes (Apr 10, 2026)

Tenet Healthcare Corporation (THC) filed this Form 8-K on April 10, 2026 to report an executive transition under Item 5.02. On April 9, 2026, the Company and Paola Arbour entered into a Retirement Transition Agreement and General Release. Ms. Arbour, Executive Vice President and Chief Information Officer, will retire from that role effective December 31, 2026, but will remain employed on a part-time, non-executive basis through April 1, 2028 to provide transition services and support. Under the agreement, Ms. Arbour will receive a weekly salary of $820 from the end of her full-time employment through April 1, 2028. She remains eligible for a 2026 bonus under the Company's Annual Incentive Plan but will not be eligible for a 2027 bonus. Her outstanding equity awards will continue to vest according to their terms, and she will keep access to medical, dental and prescription benefits. She will also continue to vest and receive service credit under the Company's Executive Retirement Account through April 1, 2028. The agreement includes a general release of claims in favor of the Company and requires Ms. Arbour to provide a confirming release on April 1, 2028. The full agreement is filed as Exhibit 10.1.

Apr 10, 2026 8-K

Tenet Healthcare 8-K Report, Executive Changes (Mar 30, 2026)

Tenet Healthcare Corporation (THC) disclosed changes to its finance leadership in this Current Report. R. Scott Ramsey, Senior Vice President & Controller and Principal Accounting Officer, previously announced plans to retire effective March 31, 2026; that effective date has now been moved to April 30, 2026. Mr. Ramsey will remain employed part-time through March 31, 2028, to provide continuing transition services and support. The Company appointed J. Michael Grooms, age 48, as Senior Vice President & Controller effective April 6, 2026, on March 25, 2026. Mr. Grooms will succeed Mr. Ramsey as Principal Accounting Officer effective May 1, 2026. He previously served as Senior Vice President, Chief Accounting Officer at Lifepoint Health, Inc. since 2018, following various reporting and accounting roles at Lifepoint from 2006 to 2018, and began his career as an auditor with KPMG. Under his offer letter, Mr. Grooms will receive an annual base salary of $475,000, a target cash bonus of 60% of salary, an initial RSU grant with an approximate grant date value of $500,000 vesting half on the second and half on the third anniversary of the grant date, and a recommendation for a 2027 equity award with an approximate grant date value of $350,000 (50% service-based RSUs, 50% performance-based RSUs). He will also receive a $250,000 cash sign-on bonus and relocation benefits. The filing also includes an inline XBRL cover page interactive data file as its only listed exhibit.

Mar 30, 2026 8-K

Earnings & ResultsRegulation FDOther Events+1

Tenet Healthcare 8-K Report, Financial Results (Feb 11, 2026)

Tenet Healthcare Corporation (NYSE: THC) reported results for the quarter and full year ended December 31, 2025 in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter 2025 net operating revenues were $5,527 million, up from $5,073 million, and net income available to Tenet common shareholders was $371 million, or $4.22 per diluted share, versus $318 million, or $3.32 per diluted share, a year earlier. Adjusted diluted earnings per share increased 36.6% to $4.70, and Adjusted EBITDA rose 12.9% to $1.183 billion, with an Adjusted EBITDA margin of 21.4%. For full year 2025, net income available to common shareholders fell to $1.407 billion, or $15.49 per diluted share, from $3.2 billion, or $32.70 per diluted share, in 2024, a period that included a pre-tax gain of $2.916 billion tied primarily to hospital divestitures. Full-year Adjusted EBITDA was $4.566 billion, and free cash flow was $2.53 billion, versus $1.116 billion in 2024. Balance sheet and cash flow metrics improved during the year. Operating cash flow was $3.54 billion in 2025 versus $2.047 billion in 2024, and the company repurchased 8.8 million shares for $1.386 billion. The net debt to Adjusted EBITDA ratio was 2.25x at December 31, 2025, down from 2.54x a year earlier. In November 2025, Tenet placed $1.5 billion of 5.5% senior secured first lien notes due 2032 and $750 million of 6.0% senior notes due 2033, using the proceeds with cash on hand to redeem its 6.25% second lien notes due 2027 and partially redeem its 6.125% senior notes due 2028. The filing also discloses a January 27, 2026 agreement with CommonSpirit Health relating to Conifer Health Solutions. Under its terms, Tenet will receive $1.9 billion in annual installments over three years, and Conifer will pay CommonSpirit $540 million to redeem CommonSpirit's 23.8% equity stake, effective January 1, 2026. Tenet expects to record approximately $1.65 billion of revenue from the contract termination in 2026, along with approximately $500 million of tax expense. Full-year 2026 guidance projects consolidated net operating revenues of $21.5 billion to $22.3 billion and Adjusted EBITDA of $4.485 billion to $4.785 billion, excluding the CommonSpirit termination revenue.

Feb 11, 2026 8-K

Tenet Healthcare 8-K Report, Financial Results (Feb 2, 2026)

Tenet Healthcare Corporation (NYSE: THC) filed this Form 8-K on February 2, 2026 to report two items: a completed strategic transaction with CommonSpirit Health involving its Conifer Health Solutions subsidiary, and a preliminary expectation for 2025 results. Under an Omnibus Agreement dated January 27, 2026, CommonSpirit's revenue cycle management services contract with Conifer will terminate effective December 31, 2026. CommonSpirit will pay Tenet an aggregate $1.9 billion in annual installments over the next three years, of which $540 million was satisfied on January 27, 2026 by offsetting a $540 million amount due to CommonSpirit from Conifer Health. Conifer Health will redeem CommonSpirit's 23.8% equity interest for that $540 million, effective January 1, 2026, and the parties will exchange mutual releases. The filing states the transaction will reduce Tenet's redeemable non-controlling interest and other liabilities by approximately $885 million and increase additional paid-in capital by approximately $305 million. Management also states that Tenet expects incremental 2026 earnings from the January 1, 2026 equity transfer that would otherwise have gone to CommonSpirit, and that Conifer will continue serving CommonSpirit through the end of 2026. Tenet also expects Adjusted EBITDA for the year ended December 31, 2025 to be at the upper end of its current guidance range of $4.47 billion to $4.57 billion. The company cautions that final results may differ, and that its financial statement close is not yet complete. Full fourth-quarter and full-year 2025 results are scheduled for release on February 11, 2026.

Feb 2, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tenet Healthcare 8-K Report, Executive Changes (Nov 24, 2025)

Tenet Healthcare Corp ORATION (NYSE: THC) filed a Form 8-K dated November 21, 2025 (filed November 24, 2025) reporting a single event under Item 5.02 concerning board composition. On November 21, 2025, Stephen H. Rusckowski notified the Company of his decision to resign from its board of directors, effective immediately. Following Mr. Rusckowski's resignation, the Board decreased its size from thirteen to twelve directors. The filing does not state the reasons for his departure, nor does it name a successor or describe any compensatory arrangements. For investors, the filing is a governance notice rather than a financial disclosure. It contains no financial results, guidance, or operating metrics. The filing is signed by Thomas A. Arnst, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary.

Nov 24, 2025 8-K

Tenet Healthcare 8-K Report, Material Agreement (Nov 18, 2025)

Tenet Healthcare Corporation issued two series of notes on November 18, 2025: $1,500,000,000 in aggregate principal amount of 5.500% senior secured first lien notes due 2032 and $750,000,000 in aggregate principal amount of 6.000% senior notes due 2033. The notes were issued under an indenture dated November 6, 2001 with The Bank of New York Mellon Trust Company, N.A., as successor trustee, as supplemented by the forty-first and forty-second supplemental indentures, each dated November 18, 2025. Tenet intends to use the net proceeds, after fees and expenses, together with cash on hand, to redeem all $1.5 billion outstanding of its 6.250% senior secured second lien notes due February 2027 and to partially redeem $0.75 billion outstanding of its 6.125% senior notes due October 2028. The filing states that the notes may be redeemed at Tenet's option before November 15, 2028 at 100% of principal plus a make-whole premium, and on or after that date at specified redemption prices, and that the notes may also be subject to redemption upon a change of control. The First Lien Notes indenture restricts liens, subsidiary guarantees, asset sales, sale and lease-back transactions, and certain consolidations or mergers. The Senior Notes indenture restricts liens, sale and lease-back transactions, and certain consolidations or mergers. The filing notes that these covenants carry important exceptions and that there are no restrictions on incurring additional indebtedness, making restricted payments or dividends, entering into affiliate transactions, or making investments.

Nov 18, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tenet Healthcare 8-K Report, Material Agreement (Nov 5, 2025)

On November 4, 2025, Tenet Healthcare Corporation entered into a new senior secured revolving Credit Agreement (the "ABL Agreement") with JPMorgan Chase Bank, N.A. as administrative agent, providing for revolving loans of up to $1.9 billion with a $200 million sub-facility for letters of credit. Borrowing availability is calculated by reference to a borrowing base tied to specified percentages of eligible accounts receivable, eligible inventory and Medicaid supplemental payments. Tenet's obligations are guaranteed by certain domestic wholly-owned hospital subsidiaries and secured by a first-priority lien on the accounts receivable and inventory of Tenet and those subsidiaries. The facility matures on November 4, 2030, subject to earlier springing maturities tied to certain senior notes due 2028 and senior secured notes due 2027 through 2030 if their principal exceeds $2.5 billion and certain conditions are not met. Also on the Closing Date, Tenet entered into Amendment No. 7 to its existing Letter of Credit Facility Agreement dated March 7, 2014, with Barclays Bank PLC as administrative agent. The amendment extends the scheduled maturity of the $200 million LC facility from March 16, 2027 to November 4, 2030. Pricing terms include a 0.25% per annum margin on unreimbursed drawings, an initial 0.25% unused commitment fee, and a 1.25% per annum fee on issued but undrawn letters of credit. The filing also reports that the ABL agent and certain lenders and LC participants and their affiliates have provided and may continue to provide commercial banking, investment banking, underwriting and other financial advisory services to Tenet and its subsidiaries for customary fees. The full agreements are filed as Exhibits 10.1 and 10.2, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.

Nov 5, 2025 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Nov 3, 2025)

Tenet Healthcare Corporation (NYSE: THC) announced on November 3, 2025 the commencement and pricing of private placement offerings of senior notes to refinance $2.0 billion of its outstanding notes. The company priced $1.5 billion of 5.500% senior secured first lien notes due November 15, 2032, and upsized its senior notes offering to $0.75 billion of 6.000% senior notes due November 15, 2033, up from the previously announced $0.5 billion. Closing is expected on November 18, 2025, subject to customary closing conditions. Net proceeds, after fees and expenses, together with cash on hand, will fund the redemption of all $1.5 billion of its 6.250% senior secured second lien notes due February 2027 and a partial redemption of $0.75 billion of its 6.125% senior notes due October 2028. The company issued conditional redemption notices on November 3, 2025, with both redemptions scheduled for November 19, 2025. The first lien notes will be guaranteed by certain subsidiaries and secured by a first lien pledge of the capital stock and other ownership interests of certain subsidiaries, while the senior notes are unsecured and structurally subordinated to subsidiary obligations. The notes have not been registered under the Securities Act and are being offered only to qualified institutional buyers and non-U.S. persons.

Nov 3, 2025 8-K

Tenet Healthcare 8-K Report, Financial Results (Oct 28, 2025)

Tenet Healthcare Corporation (NYSE: THC) reported third quarter 2025 results on October 28, 2025, furnished under Item 2.02 of Form 8-K as Exhibit 99.1. Net income available to Tenet common shareholders was $342 million, or $3.86 per diluted share, versus $472 million, or $4.89 per diluted share, in third quarter 2024; the prior-year quarter included a $348 million pre-tax gain tied primarily to the sale of its 70% majority interest in Brookwood Baptist Health. Adjusted diluted EPS rose 26.3% to $3.70, and Adjusted EBITDA increased 12.4% to $1.099 billion, with an Adjusted EBITDA margin of 20.8%. Net operating revenues were $5,289 million, up from $5,126 million. By segment, Ambulatory Care Adjusted EBITDA reached $492 million, up 12.1%, with same-facility system-wide net patient service revenues up 8.3% on cases up 2.1% and revenue per case up 6.1%. The Hospital segment's Adjusted EBITDA rose to $607 million from $539 million, with a 15.1% margin, and included a $38 million favorable pre-tax impact from additional Medicaid supplemental revenues related to prior years. Balance sheet metrics improved, with the net debt to Adjusted EBITDA ratio at 2.30x at September 30, 2025, versus 2.45x at June 30, 2025. Nine-month free cash flow was $2.163 billion, and the company repurchased 7.8 million shares for $1.188 billion year to date. Management raised its full-year 2025 Adjusted EBITDA outlook to $4.47 billion to $4.57 billion, a $50 million increase at the midpoint, and guided to net operating revenues of $21.15 billion to $21.35 billion and free cash flow of $2.275 billion to $2.525 billion. The guidance is presented as a forward-looking outlook and is subject to the risk factors cited in the company's Form 10-K for 2024.

Oct 28, 2025 8-K

Tenet Healthcare 8-K Report, Financial Results (Jul 22, 2025)

Tenet Healthcare Corporation (NYSE: THC) reported second quarter 2025 results on July 22, 2025, per Exhibit 99.1, a press release that also raised its 2025 financial outlook. Net income available to Tenet common shareholders was $288 million, or $3.14 per diluted share, versus $259 million, or $2.64 per diluted share, in the second quarter of 2024. Adjusted diluted earnings per share rose to $4.02 from $2.31, and Adjusted EBITDA increased to $1.121 billion from $945 million, with a 21.3% Adjusted EBITDA margin. Net operating revenues were $5.271 billion, up from $5.108 billion. Results were supported by same-facility revenue growth, higher acuity, favorable payer mix and disciplined expense management. The Hospital segment recognized a $79 million favorable pre-tax impact from additional Medicaid supplemental revenues related to prior periods, including a recently approved program in Tennessee, compared with a $30 million benefit in the second quarter of 2024. Ambulatory Care net operating revenues were $1.270 billion, and same-facility system-wide net patient service revenues rose 7.7%. Cash generation and capital returns were strong. Six-month free cash flow was $1.385 billion, and the Board authorized a $1.5 billion increase to the share repurchase program, leaving $1.781 billion available as of July 22, 2025. The net debt to Adjusted EBITDA ratio was 2.45x at June 30, 2025. Full-year 2025 Adjusted EBITDA is now expected between $4.40 billion and $4.54 billion, a $395 million increase at the midpoint.

Jul 22, 2025 8-K

Tenet Healthcare 8-K Report, Executive Changes (Jun 5, 2025)

Tenet Healthcare Corp. filed this Form 8-K to report that, on May 30, 2025, Lisa Y. Foo was promoted to Chief Operating Officer, a newly created position at the Company, effective immediately. The filing states that Ms. Foo's biographical information appears in the Company's definitive proxy statement filed on April 11, 2025, and is incorporated by reference. The report is a narrow executive-appointment notice under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). It does not disclose financial results, compensation terms, or any other financial figures. The filing was signed June 5, 2025 by Thomas A. Arnst, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. For investors, the principal takeaway is the creation of a new senior operating role and the elevation of Ms. Foo to it. The filing itself offers no detail on her responsibilities, reporting lines, or compensation arrangements.

Jun 5, 2025 8-K

Tenet Healthcare 8-K Report, Shareholder Vote Results (May 27, 2025)

Tenet Healthcare Corporation reported the final voting results from its 2025 Annual Meeting of Shareholders, held on May 22, 2025, as disclosed under Item 5.07 of this Form 8-K. Shareholders elected all 13 nominated directors, each to serve until the next annual meeting or until a successor is duly elected or qualified. Each director received more FOR votes than AGAINST votes, with the lowest FOR total at 75,129,573 (Saumya Sutaria) and the highest AGAINST total at 3,175,124 for the same nominee. Broker non-votes were 7,527,011 for each director. Shareholders approved, on an advisory basis, the company's executive compensation, with 72,929,010 votes FOR and 5,362,708 AGAINST. They also ratified Deloitte & Touche LLP as the independent registered public accountants for the year ending December 31, 2025, with 85,288,950 votes FOR and 538,057 AGAINST. A shareholder proposal requesting a report on strategies and programs for improving maternal health outcomes did not pass. It received 3,845,664 FOR votes against 73,121,521 AGAINST, with 1,379,137 abstentions and 7,527,011 broker non-votes.

May 27, 2025 8-K

Tenet Healthcare 8-K Report, Financial Results (Apr 29, 2025)

Tenet Healthcare Corporation reported first quarter 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income available to Tenet common shareholders was $406 million, or $4.27 per diluted share, compared with $2.151 billion, or $21.38 per diluted share, in the first quarter of 2024. The prior-year figure included a pre-tax gain of $2.5 billion primarily tied to the divestiture of three hospitals in South Carolina and six hospitals in California. Adjusted diluted earnings per share rose 35.4% to $4.36 from $3.22, and Adjusted EBITDA increased 13.6% to $1.163 billion from $1.024 billion, with an Adjusted EBITDA margin of 22.3%. Net operating revenues declined to $5.223 billion from $5.368 billion, with the filing attributing the decline mainly to 2024 hospital divestitures. Segment results were mixed. The Ambulatory Care segment (USPI) grew net operating revenues 20.0% to $1.194 billion and Adjusted EBITDA 15.7% to $456 million, driven by a 9.1% increase in same-facility net patient service revenue per case even as surgical cases fell 2.1%. The Hospital segment's Adjusted EBITDA rose to $707 million from $630 million, with same-hospital admissions up 4.4%, while its net operating revenues fell 7.9%. Both periods include Medicaid supplemental revenue items, with a $40 million favorable pre-tax impact in the first quarter of 2025 versus $44 million in the first quarter of 2024. Cash generation and capital returns were strong. Operating cash flow was $815 million versus $586 million a year earlier, and free cash flow was $642 million versus $346 million. Tenet repurchased 2,629,195 shares for $348 million, and the ratio of net debt to Adjusted EBITDA improved to 2.46x from 2.54x at December 31, 2024. The company issued full-year 2025 Outlook ranges, including Adjusted EBITDA of $3.975 billion to $4.175 billion, net operating revenues of $20.6 billion to $21.0 billion, and Adjusted diluted EPS of $11.99 to $13.12.

Apr 29, 2025 8-K

Tenet Healthcare 8-K Report, Financial Results (Feb 12, 2025)

Tenet Healthcare Corporation (NYSE: THC) reported financial results for the quarter and full year ended December 31, 2024, via a press release furnished under Item 2.02 of Form 8-K. Fourth-quarter 2024 net operating revenues were $5.072 billion, down from $5.379 billion in the fourth quarter of 2023, reflecting the divestiture of fourteen hospitals, partially offset by same-facility growth, favorable payer mix and ambulatory surgical center acquisitions. Net income available to common shareholders was $318 million, or $3.32 per diluted share, versus $244 million, or $2.30 per diluted share, a year earlier. Consolidated Adjusted EBITDA was $1.048 billion in the fourth quarter, compared with $1.012 billion, with an Adjusted EBITDA margin of 20.7%. For full year 2024, net income available to common shareholders was $3.2 billion, or $32.70 per diluted share, which included a pre-tax gain of $2.916 billion primarily tied to hospital divestitures. Cash flow and balance sheet metrics improved. Net cash provided by operating activities for 2024 was $2.047 billion, which included $855 million of income taxes paid on gains from hospital sales. Free cash flow was $1.116 billion, and the company repurchased 5,596,573 shares for $672 million. The ratio of net debt to Adjusted EBITDA was 2.54x at December 31, 2024, down from 3.89x a year earlier. For 2025, Tenet guided to consolidated net operating revenues of $20.6 billion to $21.0 billion, Adjusted EBITDA of $3.975 billion to $4.175 billion, and Adjusted diluted earnings per share of $11.74 to $12.84. Free cash flow is expected to be $1.8 billion to $2.05 billion. The Ambulatory segment outlook calls for same-facility system-wide revenue growth of up 3.0% to 6.0%, and the Hospital segment outlook calls for inpatient admissions growth of up 2.0% to 3.0%.

Feb 12, 2025 8-K

Tenet Healthcare 8-K Report, Executive Changes (Jan 24, 2025)

On January 23, 2025, Tenet Healthcare Corporation entered into an amended and restated employment agreement with Saumya Sutaria, M.D., governing his continued service as Chief Executive Officer and Chairman of the Board. The agreement runs from the effective date through December 31, 2028, with automatic one-year renewals unless either party gives at least 180 days' notice of non-renewal, and Dr. Sutaria reports directly to the Board. His base salary is $1,500,000, with an annual incentive bonus under the Annual Incentive Plan targeted at no less than 200% of base salary, plus annual contributions of not less than $250,000 to his executive retirement account. The agreement includes a signing and retention grant of restricted stock units covering $18 million of common stock under the 2019 Stock Incentive Plan. Of these, 40% vest pro rata in four annual installments on December 31, 2025 through 2028, and 60% are subject to a four-year performance period tied to metrics set by the Human Resources Committee. Starting with fiscal 2025, he is eligible for annual equity and long-term incentive awards at a level consistent with his current award level. Severance terms are tiered by circumstance. A termination without cause or for good reason outside the change-of-control window triggers two and one-half times the sum of base salary and target bonus, paid over two and one-half years, with equity acceleration and health coverage. A termination in the six months before or two years after a change of control triggers three times that sum in a lump sum, with equity acceleration and three years of health coverage. Death or disability provides bonus payments and equity acceleration. Restrictive covenants include perpetual confidentiality and non-disparagement, a two-year post-employment employee non-solicitation covenant, and a one-year post-employment noncompetition covenant with four primary competitors.

Jan 24, 2025 8-K

Tenet Healthcare 8-K Report, Financial Results (Oct 29, 2024)

Tenet Healthcare Corporation (NYSE: THC) reported third quarter 2024 results on October 29, 2024, furnished under Item 2.02 via a press release (Exhibit 99.1) that also raises its 2024 Adjusted EBITDA outlook. Net income available to Tenet common shareholders was $472 million, or $4.89 per diluted share, versus $101 million, or $0.94 per diluted share, in the third quarter of 2023. That result includes a pre-tax gain of $348 million ($209 million after-tax, or $2.16 per diluted share), primarily tied to the sale of the Company's 70% majority interest in Brookwood Baptist Health. Adjusted diluted earnings per share was $2.93, compared with $1.44 a year earlier, and Consolidated Adjusted EBITDA was $978 million, up from $854 million. Net operating revenues were $5.12 billion for the quarter versus $5.07 billion a year earlier. Ambulatory Care Adjusted EBITDA rose to $439 million from $370 million, and Hospital Operations and Services Adjusted EBITDA rose to $539 million from $484 million. Cash flow improved sharply: nine-month net cash provided by operating activities was $2.378 billion versus $1.550 billion, and free cash flow was $1.777 billion versus $1.007 billion. The net debt to Adjusted EBITDA ratio fell to 2.22x at September 30, 2024, from 2.61x at June 30, 2024. The Company repurchased 795,112 shares for $124 million in the quarter. Full-year 2024 Adjusted EBITDA outlook is now $3.9 billion to $4.0 billion, a $50 million increase. The outlook reflects the completed hospital divestitures in South Carolina, California, and Alabama, and includes an estimated $875 million of income tax payments tied to the related gains, of which about $175 million had been paid as of September 30, 2024.

Oct 29, 2024 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Aug 5, 2024)

Tenet Healthcare Corporation (NYSE: THC) announced on August 5, 2024 a definitive agreement to sell its 70% ownership interest in five Alabama hospitals (Brookwood Baptist Medical Center, Citizens Baptist Medical Center, Walker Baptist Medical Center, Princeton Baptist Medical Center and Shelby Baptist Medical Center) and certain related operations to Orlando Health. The Divested Facilities are being sold for approximately $910 million in cash, with after-tax proceeds of approximately $790 million. The sale is subject to customary purchase price adjustments, is not subject to a financing contingency, and is anticipated to close in the fall of 2024 after regulatory approvals, including the expiration or termination of the Hart-Scott-Rodino waiting period. For the twelve months ended June 30, 2024, the five hospitals and related operations generated pre-tax income of approximately $12 million and Adjusted EBITDA less noncontrolling interest of approximately $60 million, excluding interest expense of approximately $2 million and depreciation and amortization expense of approximately $46 million. Tenet estimates recording a pre-tax book gain of approximately $375 million on the transaction. Conifer Health Solutions, Tenet's revenue cycle subsidiary, will enter a new and expanded ten-year contract to provide revenue cycle management services to the Birmingham hospitals and related operations. Tenet also reaffirmed its Adjusted EBITDA outlook range for the year ending December 31, 2024, as disclosed in its earnings release dated July 24, 2024. The company stated that Brookwood Baptist Health will remain a joint venture with Baptist Health System, and the press release notes that the information in Item 7.01 and Exhibit 99.1 is furnished rather than filed.

Aug 5, 2024 8-K

Tenet Healthcare 8-K Report, Financial Results (Jul 24, 2024)

Tenet Healthcare Corporation (NYSE: THC) reported second quarter 2024 results on July 24, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02. Net income available to Tenet common shareholders was $259 million, or $2.64 per diluted share, versus $123 million, or $1.15 per diluted share, in second quarter 2023. Adjusted EBITDA was $945 million compared with $843 million a year earlier, and adjusted diluted earnings per share were $2.31 versus $1.44. Net operating revenues were $5,103 million versus $5,082 million. For the six months ended June 30, 2024, net income available to common shareholders was $2,410 million, which includes net gains on sales, consolidation and deconsolidation of facilities of $2,558 million. The company raised its full-year 2024 outlook. Adjusted EBITDA is now expected to be $3.825 billion to $3.975 billion, which the company describes as a $300 million increase, and free cash flow is now expected to be $1.100 billion to $1.350 billion, a $150 million increase. The Board authorized a new $1.5 billion share repurchase program after completing the prior $1 billion program in the first half of 2024. Net debt to Adjusted EBITDA was 2.61x at June 30, 2024, down from 2.79x at March 31, 2024 and 3.89x at December 31, 2023. By segment, the Ambulatory Care business (USPI) grew Adjusted EBITDA 20.8% year over year to $447 million, driven by net revenue per case growth, while same-facility surgical cases were essentially flat at 0.2% growth. The Hospital Operations and Services segment's Adjusted EBITDA rose to $498 million from $473 million, with same-hospital admissions up 5.2%, although segment net operating revenues declined 4.3% due to hospital divestitures. The filing also notes a $30 million favorable pre-tax impact from additional Texas Medicaid supplemental revenues related to prior years.

Jul 24, 2024 8-K

Tenet Healthcare 8-K Report, Shareholder Vote Results (May 23, 2024)

Tenet Healthcare Corporation reported in this Form 8-K, filed May 23, 2024, the final voting results from its 2024 Annual Meeting of Shareholders, held May 22, 2024. Shareholders elected all 13 nominated directors, each to serve until the next annual meeting or until a successor is duly elected or qualified. Each nominee received a majority of votes cast FOR, with the largest AGAINST tally being 2,952,599 for Saumya Sutaria. Shareholders also approved, on an advisory basis, the company's executive compensation, with 78,324,154 votes FOR and 2,920,906 AGAINST, and ratified Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2024, with 87,988,280 votes FOR and 496,790 AGAINST. Two shareholder proposals did not pass: one requesting a report on risk mitigation regarding state restrictions for emergency abortions (4,059,525 FOR, 75,912,077 AGAINST) and one requesting a report on plans to integrate ESG metrics into executive compensation (4,328,821 FOR, 76,596,569 AGAINST). For investors, the filing reflects a shareholder base that supported board nominees, management's pay program, and the auditor, and that rejected both shareholder proposals by wide margins. The filing does not describe any other corporate actions.

May 23, 2024 8-K

Other EventsExhibits & Filings

Tenet Healthcare 8-K Report, Financial Results (Apr 30, 2024)

Tenet Healthcare Corporation (NYSE: THC) reported first quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated April 30, 2024. Net income available to Tenet common shareholders from continuing operations was $2.151 billion, or $21.38 per diluted share, versus $143 million, or $1.32 per diluted share, in the prior-year quarter. That figure includes a pre-tax gain of $2.5 billion ($1.856 billion after-tax, or $18.45 per diluted share), primarily tied to the divestiture of three South Carolina hospitals and six California hospitals. Excluding such items, adjusted diluted earnings per share from continuing operations were $3.22, compared with $1.42 a year earlier. Operating performance also improved. Consolidated Adjusted EBITDA was $1.024 billion, up from $832 million, and the company cited strong same-hospital admission growth, favorable payer mix, and improved contract labor costs. The quarter included an $88 million favorable pre-tax impact from additional Michigan Medicaid supplemental revenues, about half of which related to the last three months of 2023. Cash flow from operations rose to $586 million from $449 million, and free cash flow reached $346 million. Net debt to Adjusted EBITDA improved to 2.79x from 3.89x at December 31, 2023, aided by the retirement of $2.1 billion of 4.875% senior secured first lien notes due 2026. Tenet raised its full-year 2024 Adjusted EBITDA outlook to $3.5 billion to $3.7 billion, a $215 million increase, and guided second-quarter 2024 Adjusted EBITDA to $835 million to $885 million. The full-year outlook for net operating revenues is $20.0 billion to $20.4 billion, and for adjusted diluted earnings per share from continuing operations $8.37 to $9.41. The outlook reflects the completed hospital sales and includes an estimated $687 million of income tax payments tied to those gains.

Apr 30, 2024 8-K

Tenet Healthcare 8-K Report, Corporate Update (Apr 1, 2024)

Tenet Healthcare Corporation (NYSE: THC) announced in an 8-K filed April 1, 2024 that it has completed the sale of six hospitals and related operations in California. Under Item 8.01 (Other Events), the company reported that it sold four Orange County and Los Angeles County hospitals to UCI Health, consistent with the approval of the University of California Board of Regents. The four hospitals are Fountain Valley Regional Hospital, Lakewood Regional Medical Center, Los Alamitos Medical Center, and Placentia-Linda Hospital. In the same press release, Tenet said it completed the sale of its two San Luis Obispo hospitals, Sierra Vista Regional Medical Center and Twin Cities Community Hospital, along with related operations, to Adventist Health. The release states the transactions were completed consistent with previously disclosed terms. The filing itself does not disclose purchase prices, financial impact, or proceeds from either transaction. The information is limited to the completion of the divestitures and the identity of the buyers.

Apr 1, 2024 8-K

Regulation FDExhibits & Filings

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Feb 29, 2024)

Tenet Healthcare Corporation (NYSE: THC) announced on February 29, 2024 a definitive agreement to sell two California hospitals, Sierra Vista Regional Medical Center and Twin Cities Community Hospital, along with certain related operations, to Adventist Health for $550 million in cash (after-tax proceeds of approximately $450 million). The transaction is not subject to a financing contingency, is subject to customary closing conditions including Hart-Scott-Rodino clearance, and is anticipated to close in the spring of 2024. Purchase price adjustments for working capital and other items are customary. For the year ended December 31, 2023, the divested hospitals and related operations generated revenues of approximately $337 million, pre-tax income of approximately $25 million, and Adjusted EBITDA of approximately $38 million, excluding depreciation and amortization expense of approximately $13 million. The company estimates recording a pre-tax book gain of approximately $275 million on the transaction. Alongside the sale, Tenet's Conifer Health Solutions subsidiary will enter into a contract to provide hospital and physician revenue cycle services to Adventist Health. The company describes this relationship as covering over $3.5 billion in net revenue. The 8-K is furnished under Item 7.01 and filed under Item 8.01, with the press release attached as Exhibit 99.1.

Feb 29, 2024 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Feb 16, 2024)

Tenet Healthcare Corporation (NYSE: THC) announced on February 16, 2024 that it has called for the redemption of all $2,100 million aggregate principal amount outstanding of its 4.875% Senior Secured First Lien Notes due 2026. The Notes will be redeemed on March 5, 2024 (the Redemption Date) at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest up to, but not including, the Redemption Date. According to the press release furnished as Exhibit 99.1, the redemption will be funded with cash on hand. The Notes were issued under a Base Indenture dated November 6, 2001 with The Bank of New York as predecessor trustee, as supplemented by the Thirty-Second Supplemental Indenture dated August 26, 2019. The filing states that the 8-K and press release do not themselves constitute a notice of redemption; the trustee will deliver a formal notice of redemption to registered holders. For investors, this is a debt retirement event rather than an operational update. The filing does not describe the company's financial results or the reasons for the redemption. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 16, 2024 8-K

Earnings & ResultsRegulation FDOther Events+1

Tenet Healthcare 8-K Report, Financial Results (Feb 8, 2024)

Tenet Healthcare Corporation reported fourth quarter 2023 results in a press release furnished under Item 2.02 of Form 8-K. Net income available to Tenet common shareholders from continuing operations was $244 million, or $2.30 per diluted share, versus $102 million, or $0.92 per diluted share, in the fourth quarter of 2022. Consolidated Adjusted EBITDA was $1.012 billion for the quarter, compared with $897 million a year earlier, and full-year 2023 Adjusted EBITDA was $3.541 billion versus $3.469 billion in 2022. Net operating revenues for the full year 2023 were $20.548 billion, up from $19.174 billion. The company's Ambulatory Care segment (USPI) posted fourth-quarter Adjusted EBITDA of $464 million, and the Hospital Operations and Services segment posted $548 million. Cash flow from operations for 2023 was $2.374 billion, and free cash flow from continuing operations was $1.623 billion. The net debt to Adjusted EBITDA ratio improved to 3.89x from 4.10x. The company repurchased $200 million of common stock during 2023. Looking ahead, Tenet provided 2024 guidance with full-year Adjusted EBITDA of $3.285 billion to $3.485 billion. The outlook reflects the completed sale of three South Carolina hospitals to Novant Health for approximately $2.4 billion, and assumes the pending sale of four California hospitals to UCI Health for approximately $975 million closes on March 31, 2024. The company estimates these sales will favorably affect 2024 income tax expense by about $190 million through lower interest expense limitations.

Feb 8, 2024 8-K

Tenet Healthcare 8-K Report, Financial Results (Feb 1, 2024)

Tenet Healthcare Corporation (NYSE: THC) reported on February 1, 2024 that it expects Adjusted EBITDA for the year ended December 31, 2023 to be above the high end of its current guidance range, after normalizing for $52 million of aggregate pre-tax income recognized in the fourth quarter from Medicaid supplemental revenue program adjustments in California and Texas. The company said its financial statement close is not yet complete, the estimates may change, and it expects to report complete full-year 2023 results on February 8, 2024. The press release also cited strong surgical growth at United Surgical Partners International (USPI) as a driver of results. Tenet also disclosed portfolio transformation activity. It completed the sale of three South Carolina hospitals and related operations to Novant Health for approximately $2.4 billion in cash (after-tax proceeds of approximately $1.750 billion). It also entered a definitive agreement to sell four California hospitals (Fountain Valley Regional Hospital and Medical Center, Lakewood Regional Medical Center, Los Alamitos Medical Center and Placentia Linda Hospital) and related operations to UCI Health for $975 million in cash, plus retention of pre-closing net working capital estimated at approximately $130 million. The California sale is not subject to a financing contingency and is expected to close in the spring of 2024, subject to regulatory approvals including Hart-Scott-Rodino clearance. For the California hospitals, the filing states that for 2023 they generated revenues of approximately $1 billion, pre-tax income of approximately $29 million and Adjusted EBITDA of approximately $71 million. Tenet estimates a pre-tax book gain of approximately $500 million on that sale, and expects its 2024 income tax expense to be favorably impacted by approximately $40 million from that sale. The press release estimates a favorable 2024 tax impact of approximately $190 million across both transactions, and says the transactions support Tenet's objective of reducing leverage.

Feb 1, 2024 8-K

Acquisitions & DispositionsRegulation FDExhibits & Filings

Tenet Healthcare 8-K Report, Acquisition Completed (Feb 1, 2024)

Tenet Healthcare Corporation (THC) reported on February 1, 2024 that it completed the sale of three South Carolina hospitals, affiliated physician practices, and other related operations (the "Divested Assets") to affiliates of Novant Health. The base purchase price was $2.400 billion in cash, subject to customary purchase price adjustments. The Company estimates the Transaction will result in a pretax gain of approximately $1.7 billion. It also estimates that, as a result of the pretax book gain, its income tax expense in 2024 would be favorably impacted by approximately $150 million due to a reduction in interest expense limitations. The filing states that the gain is not expected to recur in income beyond 12 months from the Transaction. The filing includes unaudited pro forma condensed consolidated financial statements (Exhibit 99.1) showing the balance sheet as of September 30, 2023 and statements of operations for the year ended December 31, 2022 and the nine months ended September 30, 2023, as if the Transaction had occurred on those dates. Pro forma net gain on sale after income taxes is $1.099 billion, and pro forma net operating revenues were reduced by $534 million for 2022 and $412 million for the nine months of 2023.

Feb 1, 2024 8-K

Tenet Healthcare 8-K Report, Executive Changes (Dec 13, 2023)

Tenet Healthcare Corporation disclosed in this Form 8-K, filed December 13, 2023, that its Board of Directors appointed Vineeta Agarwala as a director effective immediately, on December 11, 2023. The appointment increased the size of the Board from 12 to 13 directors. Dr. Agarwala's initial term will run until the Company's 2024 Annual Meeting of Shareholders, and she was appointed to the Quality, Compliance & Ethics Committee and the Human Resources Committee. The filing states that Dr. Agarwala will participate in the non-employee director compensation programs described in the Company's proxy statement filed April 14, 2023. It also states that there are no arrangements or understandings under which she was appointed, and that she is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K. This is a governance event disclosed under Item 5.02. The filing reports no financial results, operating metrics, or dollar amounts.

Dec 13, 2023 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (Nov 17, 2023)

On November 17, 2023, Tenet Healthcare Corporation entered into a definitive agreement to sell three South Carolina hospitals (Coastal Carolina Hospital, East Cooper Medical Center and Hilton Head Hospital) and certain related operations to Novant Health. The purchase price is approximately $2.4 billion in cash, with after-tax proceeds of approximately $1.750 billion, subject to customary purchase price adjustments. The sale is not subject to a financing contingency, and the company estimates a pre-tax book gain of approximately $1.6 billion. Tenet plans to use the proceeds primarily for debt retirement. For the last 12 months ended September 30, 2023, the divested hospitals and related operations generated revenues of approximately $552 million, pre-tax income of approximately $126 million and Adjusted EBITDA of approximately $150 million. Tenet's ambulatory facilities operated by United Surgical Partners International in these markets will remain with the company. Tenet's Conifer Health Solutions subsidiary will enter a new, expanded fifteen-year contract to provide revenue cycle management services for the South Carolina hospitals. Closing is subject to customary conditions, including the expiration or termination of the applicable Hart-Scott-Rodino waiting period and other regulatory approvals. The transaction is anticipated to close in the first quarter of 2024.

Nov 17, 2023 8-K

Material AgreementsExhibits & Filings

Tenet Healthcare 8-K Report, Financial Results (Oct 30, 2023)

Tenet Healthcare Corporation (NYSE: THC) reported third quarter 2023 results on October 30, 2023, with net income available to common shareholders from continuing operations of $101 million, or $0.94 per diluted share, compared with $131 million, or $1.16 per diluted share, in third quarter 2022. Adjusted EBITDA was $854 million, including $3 million of grant income, versus $841 million in the prior-year quarter, and adjusted diluted earnings per share from continuing operations were $1.44 versus $1.42. Net operating revenues rose to $5,066 million from $4,801 million. The Ambulatory Care segment was the standout, with Adjusted EBITDA of $370 million, up 16.0% year over year, driven by same-facility system-wide surgical case growth of 4.1% and acquisitions and de novo openings. The Hospital segment's Adjusted EBITDA excluding grant income rose to $398 million from $378 million on strong non-COVID admissions growth, while Conifer's revenue and Adjusted EBITDA declined on contract changes with Tenet hospitals and client divestitures. Cash generation improved markedly. Net cash provided by operating activities was $503 million in the quarter and free cash flow was $327 million. For the nine months, operating cash flow was $1.550 billion versus $662 million a year earlier, and free cash flow was $1.007 billion versus $190 million. The net debt to Adjusted EBITDA ratio was 4.08x at September 30, 2023, compared with 4.14x at June 30, 2023, and the company had no borrowings outstanding on its $1.5 billion line of credit. Tenet repurchased 1,485,983 shares for $90 million in the first nine months of 2023. Management raised its full-year 2023 Adjusted EBITDA outlook to $3.365 billion to $3.465 billion. The company also guided to full-year net operating revenues of $20.3 billion to $20.5 billion, diluted earnings per share from continuing operations of $4.25 to $5.06, and free cash flow of $1.125 billion to $1.350 billion. Investors should note that the fourth-quarter outlook includes an estimated range of $836 million to $936 million in Adjusted EBITDA, and that the company tied the third-quarter results partly to patient care deferred during the pandemic.

Oct 30, 2023 8-K

Tenet Healthcare 8-K Report, Material Agreement (Sep 8, 2023)

Tenet Healthcare Corporation, a Nevada corporation, reported in this Current Report on Form 8-K that on September 7, 2023 (the "Closing Date") it entered into Amendment No. 6 (the "LC Amendment") to its existing Letter of Credit Facility Agreement dated March 7, 2014. The agreement, with Barclays Bank PLC as administrative agent, provides for standby and documentary letters of credit in an aggregate principal amount of up to $200 million (the "LC Facility"). The LC Amendment, effective September 7, 2023, extends the scheduled maturity date of the LC Facility from September 12, 2024 to March 16, 2027, and replaces the London Interbank Offered Rate with the Term Secured Overnight Financing Rate as the reference interest rate. The filing also states that Tenet may issue letters of credit of up to $200 million under its $1.5 billion senior secured revolving credit facility, which also matures March 16, 2027. The filing notes that the LC agent and certain LC participants and issuers, along with their affiliates, have performed and may in the future perform commercial banking, investment banking, underwriting and other financial advisory services for Tenet and its subsidiaries, for which they have received and may receive customary fees and expenses. The full terms are in the LC Amendment, filed as Exhibit 10.1.

Sep 8, 2023 8-K/A

Tenet Healthcare 8-K/A Report, Executive Changes (Aug 11, 2023)

Tenet Healthcare Corporation filed this Current Report on Form 8-K/A to amend its Item 5.02 disclosure from the Current Report on Form 8-K filed on January 19, 2023. The amendment adds details of a retirement transition services and support agreement entered into on August 9, 2023 with Daniel Cancelmi, Executive Vice President & Chief Financial Officer, who had previously announced his retirement effective December 31, 2023. Under the agreement, Mr. Cancelmi's full-time employment ends on December 31, 2023, but he will remain employed part-time through April 15, 2025 to provide continuing transition services and support. He will receive a weekly salary of $750 during that period, continued participation in the company's medical, dental and prescription benefits programs until he reaches age 65, continued vesting of outstanding equity awards through April 15, 2025, and service credit under the Supplemental Executive Retirement Plan for his age as of April 15, 2025. The agreement includes a general release of claims in favor of the company, requires Mr. Cancelmi to provide a confirming release of claims on April 15, 2025, and extends certain restrictive covenants through April 15, 2028. The filing also includes only a cover page Interactive Data File (Exhibit 104).

Aug 11, 2023 8-K

Tenet Healthcare 8-K Report, Executive Changes (Aug 10, 2023)

Tenet Healthcare Corporation filed this Form 8-K to report the appointment of Senator Roy Blunt to its Board of Directors, effective August 9, 2023. The filing states that the appointment increased the size of the Board from 11 to 12 directors. Sen. Blunt's initial term will expire concurrently with the other directors' terms at the Company's 2024 Annual Meeting of Shareholders. The Board has appointed Sen. Blunt to serve on its Audit, Nominating and Corporate Governance, and Environmental, Social, and Governance Committees. He will participate in the non-employee director compensation programs described under "Director Compensation" in the proxy statement filed April 14, 2023. The filing states there are no arrangements or understandings pursuant to which he was appointed, and that he is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K. The filing contains no financial results, guidance, or operational updates. Its investor relevance is limited to board composition and governance, including the expanded committee roles.

Aug 10, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Tenet Healthcare 8-K Report, Financial Results (Jul 31, 2023)

Tenet Healthcare Corporation (NYSE: THC) reported second quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, and raised its full-year 2023 Adjusted EBITDA outlook to $3.310 billion to $3.460 billion. Net income available to Tenet common shareholders from continuing operations was $123 million, or $1.15 per diluted share, compared with $38 million, or $0.35 per diluted share, in second quarter 2022. Net operating revenues were $5,082 million versus $4,638 million, and consolidated Adjusted EBITDA was $843 million, including $8 million of COVID-related stimulus grant income, flat with the prior-year quarter's $843 million (which included $94 million of grant income). Adjusted EBITDA excluding grant income rose to $835 million from $749 million. The Ambulatory Care segment (United Surgical Partners International) was the main driver of growth, with same-facility system-wide surgical cases up 6.6% and Adjusted EBITDA excluding grant income of $369 million. The Hospital Operations segment showed admissions growth of 3.0% and Adjusted EBITDA excluding grant income of $381 million, while Conifer revenue declined 3.0% on previously announced contract changes with Tenet hospitals. Cash flow improved, with six-month operating cash flow of $1.047 billion and free cash flow of $680 million, and the company completed a $1.350 billion offering of 6.750% senior secured first lien notes due 2031 to redeem $1.345 billion of 4.625% notes due 2024. For the third quarter of 2023, management guided to Adjusted EBITDA of $775 million to $825 million and to diluted income per share from continuing operations of $0.71 to $1.13. The company reported a net debt to Adjusted EBITDA ratio of 4.14x at June 30, 2023 and stated it has no significant debt maturities until 2026.

Jul 31, 2023 8-K

Tenet Healthcare 8-K Report, Executive Changes (Jun 23, 2023)

On June 23, 2023, Tenet Healthcare Corporation (NYSE: THC) announced a planned Chief Financial Officer transition. Sun Park, age 47, has been appointed Executive Vice President and Chief Financial Officer effective January 1, 2024, succeeding Daniel Cancelmi, whose previously announced retirement becomes effective December 31, 2023. From July 11, 2023 through December 31, 2023, Mr. Park will serve as an Executive Vice President of the Company before assuming the CFO role. Mr. Park most recently served as Executive Vice President and Group Chief Financial Officer for Pharmaceutical Distribution and Strategic Global Sourcing at AmerisourceBergen Corporation, a role he held since September 2018, and previously led strategy and development there from 2012. The filing states he will lead the company's entire finance function, including financial planning and analysis, accounting, SEC reporting, internal audit, tax, treasury, government programs, and investor relations, and will report to CEO Saum Sutaria, M.D. Mr. Park's offer letter provides an annual base salary of $700,000, a target cash bonus of 100% of salary, a sign-on cash bonus of $1,000,000, and an initial RSU grant with an approximate grant date value of $1,670,000 that vests upon his full relocation to the Dallas, Texas area (to be completed by September 1, 2025). He is also to be recommended for a 2024 equity award with an approximate grant date value of $2,500,000, split 50% service-based and 50% performance-based RSUs. The filing also furnishes the related press release under Item 7.01 and states it is not deemed "filed" under the Exchange Act.

Jun 23, 2023 8-K

Tenet Healthcare 8-K Report, Executive Changes (May 30, 2023)

Tenet Healthcare Corporation reported in a Current Report on Form 8-K (Item 5.02) that its Board of Directors appointed Stephen H. Rusckowski as a director on May 25, 2023, effective immediately. The Board size increased from 10 to 11 directors at that time. Mr. Rusckowski's initial term will expire concurrently with the other directors' terms at the Company's 2024 Annual Meeting of Shareholders. The Board appointed him to the Human Resources Committee and the Quality, Compliance & Ethics Committee. He will participate in the non-employee director compensation programs described under "Director Compensation" in the proxy statement filed on April 14, 2023. The filing states that there are no arrangements or understandings under which Mr. Rusckowski was appointed, and that he is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K.

May 30, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tenet Healthcare 8-K Report, Shareholder Vote Results (May 25, 2023)

Tenet Healthcare Corporation reported the final voting results from its 2023 Annual Meeting of Shareholders, held on May 25, 2023. Shareholders elected all ten director nominees, including J. Robert Kerrey, James L. Bierman, Richard W. Fisher, Meghan M. FitzGerald, Cecil D. Haney, Christopher S. Lynch, Richard J. Mark, Tammy Romo, Saumya Sutaria, and Nadja Y. West, each to serve until the next annual meeting or until a successor is elected or qualified. Shareholders approved, on an advisory basis, the executive compensation program, with 81,530,105 votes for and 4,617,910 against. On the frequency of future advisory say-on-pay votes, the most votes (84,450,639) favored one year, and based on this result the Board determined to hold the advisory vote annually. Shareholders also ratified Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2023, with 92,610,717 votes for and 742,949 against. A shareholder proposal requesting a report on patients' right to access abortion in emergencies did not pass, receiving 7,449,831 votes for and 77,442,867 against, with 1,685,044 abstentions and 6,815,599 broker non-votes.

May 25, 2023 8-K

Tenet Healthcare 8-K Report, Material Agreement (May 16, 2023)

On May 16, 2023, Tenet Healthcare Corporation issued $1.35 billion in aggregate principal amount of 6.750% senior secured first lien notes due 2031. The notes were issued under a 2001 base indenture with the Bank of New York Mellon Trust Company, N.A., as successor trustee, as supplemented by a fortieth supplemental indenture dated the same day, among Tenet, the guarantors party thereto, and the trustee. Tenet intends to use the net proceeds, after fees and expenses, together with cash on hand, to redeem all $756 million of its outstanding 4.625% senior secured first lien notes due July 2024 and all $589 million of its outstanding 4.625% senior secured first lien notes due September 2024. The transaction refinances near-term debt with longer-dated secured debt maturing in 2031. The indenture includes covenants restricting liens, subsidiary guarantees, asset sales, sale and lease-back transactions, and certain consolidations or mergers, subject to exceptions. It places no restrictions on additional indebtedness, restricted payments, dividends, share repurchases, affiliate transactions, or investments in other entities. Before May 15, 2026, Tenet may redeem the notes at 100% of principal plus a make-whole premium and accrued interest. On and after that date, it may redeem them at specified redemption prices, and a change of control may also trigger redemption.

May 16, 2023 8-K

Tenet Healthcare 8-K Report, Regulation FD Disclosure (May 2, 2023)

On May 2, 2023, Tenet Healthcare Corporation (NYSE: THC) announced a private placement offering of $1.350 billion in aggregate principal amount of new senior secured first lien notes, later priced at 6.750% per annum and due May 15, 2031. The company expects the notes sale to close on May 16, 2023, subject to customary closing conditions. The notes will be guaranteed by certain subsidiaries and secured on a first lien basis by a pledge of the capital stock and other ownership interests of certain subsidiaries, making them effectively senior to the company's junior-secured, unsecured and other liabilities to the extent of the collateral value. Tenet intends to use the net proceeds, after fees and expenses, together with cash on hand, to redeem all $756 million of its 4.625% senior secured first lien notes due July 2024 and all $589 million of its 4.625% senior secured first lien notes due September 2024, which together total $1.345 billion. The company issued redemption notices on May 2, 2023, with the September 2024 Notes to be redeemed on May 17, 2023 and the July 2024 Notes on June 1, 2023. The filing is a refinancing that replaces near-term secured debt with a longer-dated issue, and the filing itself does not describe the company's operating results. The notes are being sold under Rule 144A and Regulation S, so they are not registered under the Securities Act and are offered only to qualified institutional buyers and eligible non-U.S. persons. The press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.

May 2, 2023 8-K

Tenet Healthcare 8-K Report, Financial Results (Apr 25, 2023)

Tenet Healthcare Corporation (NYSE: THC) reported first quarter 2023 results on April 25, 2023, with net income available to common shareholders from continuing operations of $143 million, or $1.32 per diluted share, versus $139 million, or $1.27 per diluted share, in the first quarter of 2022. Consolidated Adjusted EBITDA was $832 million including $3 million of grant income, compared with $888 million a year earlier, and adjusted diluted earnings per share from continuing operations were $1.42 versus $1.90. Net operating revenues rose to $5,021 million from $4,745 million. The Ambulatory Care segment (USPI) was the main driver of growth, with net operating revenues up 22.6%, Adjusted EBITDA excluding grant income up 21.4%, and same-facility system-wide surgical cases up 7.9%. The Hospital Operations segment saw Adjusted EBITDA excluding grant income fall to $402 million from $510 million, reflecting lower COVID-related volume and acuity, partly offset by strong adjusted admissions growth and $27 million of cybersecurity insurance proceeds. Conifer's Adjusted EBITDA declined to $87 million from $92 million, reflecting previously announced contract changes with Tenet hospitals. Tenet raised its full-year 2023 Adjusted EBITDA outlook to $3.210 billion to $3.410 billion. Cash flow from operations was $449 million and free cash flow was $214 million, the company repurchased $50 million of common stock, and the net debt to Adjusted EBITDA ratio was 4.19x at March 31, 2023, compared with 4.10x at December 31, 2022.

Apr 25, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Tenet Healthcare 8-K Report, Financial Results (Feb 9, 2023)

Tenet Healthcare Corporation (NYSE: THC) reported results for the quarter and full year ended December 31, 2022 in a press release furnished as Exhibit 99.1. Fourth-quarter 2022 net income from continuing operations available to common shareholders was $102 million, or $0.92 per diluted share, versus $250 million, or $2.30 per diluted share, in fourth quarter 2021. Consolidated Adjusted EBITDA was $897 million in the quarter, including $40 million of COVID-related stimulus grant income, compared with $1,017 million a year earlier. For full year 2022, net operating revenues were $19,174 million versus $19,485 million in 2021, and net income from continuing operations available to common shareholders was $410 million, or $3.78 per diluted share, versus $915 million, or $8.43 per diluted share. Full-year 2022 Adjusted EBITDA was $3,469 million, compared with $3,483 million in 2021. The Ambulatory Care segment (USPI) was the main bright spot, with fourth-quarter net operating revenues of $933 million versus $742 million and Adjusted EBITDA excluding grant income of $407 million versus $343 million, aided by the SurgCenter Development acquisition. The Hospital segment's fourth-quarter Adjusted EBITDA excluding grant income fell to $360 million from $440 million, reflecting higher contract labor costs and lower COVID-related volumes and acuity. Tenet completed repayment of approximately $1.5 billion of Medicare advance payments as of December 31, 2022, repurchased about 5.9 million shares for $250 million in the fourth quarter under a $1 billion program, and reported a net debt plus Medicare advances liability to Adjusted EBITDA ratio of 4.10x. For 2023, the company guided to net operating revenues of $19.7 billion to $20.1 billion, Adjusted EBITDA of $3.160 billion to $3.360 billion, and diluted income per share from continuing operations of $3.89 to $5.43. It also disclosed a January 2023 agreement for John Muir Health to purchase Tenet's interest in San Ramon Regional Medical Center and First California Physician Partners OB/GYN for $142.5 million, expected to close in 2023 subject to regulatory approvals and customary conditions.

Feb 9, 2023 8-K

Tenet Healthcare 8-K Report, Financial Results (Jan 19, 2023)

Tenet Healthcare Corporation (NYSE: THC) reported on January 19, 2023 that it expects Adjusted EBITDA for fiscal 2022, excluding any fourth quarter stimulus grant income related to the pandemic, to be slightly above the midpoint of its latest FY22 Adjusted EBITDA Outlook range. The company cited a guidance figure of $3.425 billion for the year ended December 31, 2022. Management also stated that the Adjusted EBITDA of each of its three business segments, excluding any such grant income, is expected to meet or slightly exceed the midpoint of the applicable outlook range. The financial statement close process was described as not yet fully completed, and the company said it has not provided a reconciliation of the expected 2022 Adjusted EBITDA to the most comparable GAAP measure. The filing also disclosed leadership changes. Chief Financial Officer Daniel Cancelmi will retire effective December 31, 2023, and a national search for a successor is ongoing. Brett Brodnax, President and CEO of USPI, will retire at the end of 2023, with Andy Johnston returning as Chief Administrative Officer and expected to be promoted to succeed him. Roger Davis, President and CEO of Conifer Health Solutions, will retire at the end of the first quarter of 2023, and Deepali Narula and Bryan Forry were promoted to Chief Operating Officer and Chief Financial Officer of Conifer, respectively. Three hospital Group Presidents were also named: Maggie Gill (Eastern), Matthew Stone (Central), and Nicholas Tejeda (Western). For investors, the key takeaways are the preliminary indication of results at or slightly above guidance midpoints and a significant leadership transition across finance and several operating units. The filing states that the results are preliminary and subject to the completion of the close process, and that a more detailed update is expected in a few weeks.

Jan 19, 2023 8-K

Tenet Healthcare 8-K Report, Financial Results (Oct 20, 2022)

Tenet Healthcare Corporation (NYSE: THC) furnished an 8-K under Item 2.02 reporting results for the quarter ended September 30, 2022, via a press release attached as Exhibit 99.1. Third-quarter net operating revenues were $4,801 million versus $4,894 million a year earlier, and net income available to common shareholders from continuing operations was $131 million, or $1.16 per diluted share, compared with $448 million, or $4.12 per diluted share, in the prior-year quarter. The prior-year figure included a pre-tax gain of $409 million tied to the divestiture of Miami-area hospitals. Consolidated Adjusted EBITDA was $841 million versus $855 million, and adjusted diluted EPS from continuing operations was $1.44 versus $1.99. The company also recorded about $40 million ($0.36 per diluted share) of additional income tax expense in the quarter from interest expense limitation regulations. The Board authorized a $1 billion share repurchase program expiring December 31, 2024. The company completed repayment of approximately $1.5 billion of Medicare advance payments received in 2020, with $880 million repaid in the first nine months of 2022. Cash flow from operations for the nine months ended September 30, 2022 was $662 million, or $1.542 billion excluding Medicare advance repayments, and free cash flow was $190 million ($1.070 billion excluding those repayments). Net debt plus the Medicare advances liability to Adjusted EBITDA was 3.87x at September 30, 2022, and the company had no borrowings outstanding on its $1.5 billion line of credit. For full-year 2022, Tenet revised its Adjusted EBITDA outlook to $3.375 billion to $3.475 billion, and it guided to fourth-quarter Adjusted EBITDA of $803 million to $903 million. The Ambulatory segment (USPI) was the main bright spot, with third-quarter Adjusted EBITDA of $319 million versus $274 million, while the Hospital segment's Adjusted EBITDA declined to $432 million from $496 million. The release also notes $6 million of insurance proceeds related to the previously disclosed cybersecurity incident.

Oct 20, 2022 8-K

Tenet Healthcare 8-K Report, Executive Changes (Oct 3, 2022)

Tenet Healthcare Corporation (THC) filed this Current Report on Form 8-K to disclose a change in its board leadership. Ronald A. Rittenmeyer, who had served as Executive Chairman and as a director, resigned due to personal health reasons effective October 1, 2022. The Company has agreed to treat his resignation as a termination on account of disability under the terms of his employment agreement, as set out in a letter agreement dated October 1, 2022 and filed as Exhibit 10.1. The Board appointed J. Robert Kerrey as Chairman effective October 1, 2022, and reduced the number of authorized directors to ten. Senator Kerrey first joined the Board in 2001 and most recently served as Lead Director. He has been a Managing Director at Allen & Company since 2014 and Executive Chairman of the Minerva Institute for Research and Scholarship since 2013, and previously served as a United States senator from Nebraska. For investors, the filing is a governance and leadership transition rather than a financial disclosure. It contains no financial results or figures, and the key items to note are the change in Chairman and the disability-based treatment of Mr. Rittenmeyer's departure.

Oct 3, 2022 8-K