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TENET HEALTHCARE CORP

For the period ended May 27, 2026. Filed Apr 16, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 27, 2026 · Filed Apr 16, 2026

THC$283.33-1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Tenet Healthcare Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Shareholders,

In 2025, Tenet delivered another year of strong financial and operational performance, underscoring the resilience of our strategy and the discipline of our execution. We extended our track record of surpassing performance targets and delivering value for our shareholders.

The results from 2025 and the highlights below reflect the dedication of our physicians, caregivers, and team members across the enterprise.

Enhancing Access to High-Quality Care

USPI maintained its momentum as the leading ambulatory surgery management company. In 2025, in addition to same-facility revenue growth of 7.2%, we added 35 new facilities to bring the portfolio to 559 locations and sustained excellent patient experience scores across the network. USPI remains a capital-efficient platform that continues to outperform ourlong-term organic growth targets. USPI invested approximately $339 million in mergers and acquisitions (M&A) spend in 2025 and has a robust development pipeline for 2026.

Hospitals continued to enhance access and high-acuity services resulting in 6.6% same-hospital net patient revenue growth in 2025. We expanded access points across markets, including multiple freestanding emergency centers as well as a new general acute care hospital. Our health systems continue to deploy state-of-the-art technology to advance specialty care, invest in nursing and graduate medical education to help meet the future demand for skilled clinicians and improve patient access.

Fostering an Ecosystem of High-Quality Physicians

Our team’s deep commitment to clinical and service excellence attracts and retains high-quality physicians, who partner with us to deliver high-quality care. We continue to

expand our network of physicians with a shared commitment to quality, safety, and patient experience. In 2025, we welcomed new physician partners to USPI, and new physicians to our medical staff and employed physician group.

Maintaining Operational Excellence and Financial Discipline

In 2025, Tenet achieved a 21.4% adjusted EBITDA margin, improving over 200 basis points from the prior year. We finished 2025 with an EBITDA leverage ratio of 2.25x and approximately $1.72B in free cash flow after NCI distributions, which provides Tenet significant capital allocation flexibility going forward. We will continue to allocate capital prudently in support of sustainable growth and shareholder returns.

Adopting Advanced Technology to Improve Services

Tenet continued to invest in advanced technologies that deliver operational efficiency while also enhancing the physician and patient experience. As part of this, in 2025, Conifer Health Solutions announced its multi-million-dollar investment plan to embed artificial intelligence at scale across its leading end-to-end revenue cycle management platform.

We enter 2026 with continued momentum, a clear strategy, and a high-performing team. We are grateful for the continued support of our shareholders and partners as we continue to deliver on our mission.

Respectfully,

Saum Sutaria, M.D. Chairman and Chief Executive Officer Tenet Healthcare

14201 Dallas Parkway

Dallas, Texas 75254

(469) 893-2200

Notice of Annual Meeting of Shareholders to be held on Wednesday, May 27, 2026

April 16, 2026

To our Shareholders:

Our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 27, 2026, at 9:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering atwww.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:

1.To elect the 12 directors named in the accompanying Proxy Statement, each to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, whichever is later, or until the director’s earlier resignation or removal.
2.To vote, on an advisory basis, to approve the Company’s executive compensation.
3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2026.

We will also consider and take action on any other business that properly comes before the meeting or any adjournment or postponement of the meeting.

Only shareholders of record of our common stock at the close of business on April 2, 2026 are entitled to notice of and to vote at the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares via the Internet, by telephone, or by completing and returning a proxy card or voting instruction form. Specific voting instructions are set forth in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement and on the proxy card or voting instruction form.

Thomas W. Arnst

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 27, 2026

The accompanying Proxy Statement and the Company’s proxy card, as well as our Annual

Report on Form 10-K for the year ended December 31, 2025, are available atwww.proxydocs.com/THC.

We have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live, submit questions and vote your shares electronically during the meeting by registering atwww.proxydocs.com/THC. We have designed the format of the Annual Meeting to provide shareholders with substantially the same rights and opportunities to participate as they would at an in-person meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

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