01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
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 milliona, 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 billionb, 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 billionc 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 billiond 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.
02—Key points
Key Highlights
- Fourth-quarter 2025 net operating revenues of $5,527 million, up from $5,073 million, and net income available to common shareholders of $371 million ($4.22 per diluted share).
- Adjusted diluted EPS rose 36.6% to $4.70 in Q4 2025 from $3.44; Adjusted EBITDA increased 12.9% to $1.183 billion with a 21.4% margin.
- Full-year 2025 net income available to common shareholders was $1.407 billion ($15.49 per diluted share), down from $3.2 billion in 2024, which included a $2.916 billion pre-tax divestiture gain.
- Full-year 2025 free cash flow of $2.53 billion, up from $1.116 billion, with operating cash flow of $3.54 billion; net debt to Adjusted EBITDA improved to 2.25x from 2.54x.
- CommonSpirit agreement on Conifer (January 27, 2026): $1.9 billion in payments to Tenet over three years and a $540 million redemption of CommonSpirit's 23.8% stake, with about $1.65 billion of contract termination revenue expected in 2026.
- 2026 outlook: net operating revenues of $21.5–22.3 billion, Adjusted EBITDA of $4.485–4.785 billion, and Adjusted free cash flow of $2.5–2.8 billion.
- Ambulatory Care Q4 2025 Adjusted EBITDA rose 9.4% to $580 million, while Hospital segment Adjusted EBITDA reached $603 million, up from $518 million.
03—Questions
Frequently Asked Questions
How did Tenet perform in the fourth quarter of 2025?
Net operating revenues were $5,527 million, up from $5,073 million. Net income available to common shareholders was $371 million, or $4.22 per diluted share, compared with $318 million, or $3.32 per diluted share, a year earlier. Adjusted diluted EPS increased 36.6% to $4.70, and Adjusted EBITDA rose 12.9% to $1.183 billion.
Why did full-year 2025 net income decline compared with 2024?
Full-year 2024 net income available to common shareholders of $3.2 billion ($32.70 per diluted share) included a pre-tax gain of $2.916 billion, primarily associated with hospital divestitures. Full-year 2025 net income was $1.407 billion ($15.49 per diluted share), and the filing shows net losses on sales of facilities of only $1 million for the year.
What is the CommonSpirit transaction and how will it affect Tenet's financials?
On January 27, 2026, Tenet agreed with CommonSpirit Health on terms relating to Conifer Health Solutions: Tenet will receive $1.9 billion in annual installments over three years, and Conifer will pay CommonSpirit $540 million to redeem its 23.8% equity stake, retroactive to January 1, 2026. Tenet expects to record approximately $1.65 billion of revenue from the contract termination and approximately $500 million of tax expense in 2026, and will reduce redeemable non-controlling interest and other liabilities by about $885 million in the first quarter of 2026.
What is Tenet's 2026 financial outlook?
Tenet expects 2026 net operating revenues of $21.5 billion to $22.3 billion, Adjusted EBITDA of $4.485 billion to $4.785 billion (a 20.9% to 21.5% margin), and adjusted diluted EPS of $16.19 to $18.47. Revenue from the CommonSpirit contract termination is excluded from net operating revenues in this outlook.
How is Tenet's balance sheet and capital allocation trending?
Net debt to Adjusted EBITDA was 2.25x at December 31, 2025, compared with 2.54x at year-end 2024. In November 2025, Tenet issued $1.5 billion of 5.5% senior secured first lien notes due 2032 and $750 million of 6.0% senior notes due 2033 to redeem its 6.25% second lien notes due 2027 and partially redeem its 6.125% senior notes due 2028. The company repurchased $1.386 billion of common stock in 2025.
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