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TENET HEALTHCARE CORP

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

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About this filing

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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Contents

Proxy Statement Summary

Below are highlights of certain information in this Proxy Statement. Please refer to the complete Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) before you vote.

2026 ANNUALMEETING OFSHAREHOLDERS Date and Time Wednesday, May 27, 2026, at 9:00 a.m. Central Time Place Online by registering at www.proxydocs.com/THC Record Date: April 2, 2026VOTING MATTERS AND BOARD RECOMMENDATIONS
Proposal 1Election of 12 Director Nominees See page 8Our Board recommends a vote FOR each director nominee.
Proposal 2Advisory Approval of the Company’s Executive Compensation See page 79Our Board recommends a vote FOR this proposal.
Proposal 3Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants for the year ending December 31, 2026 See page 82Our Board recommends a vote FOR this proposal.

Information:

The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 16, 2026. Copies of this Proxy Statement, the Company’s proxy card and the Form 10-K are available atwww.proxydocs.com/THC.

2026 PROXY STATEMENT

Business Overview

Tenet is a diversified healthcare services company focused on our mission to provide quality, compassionate care in the communities we serve. At December 31, 2025, Tenet had approximately 99,000 employees delivering and supporting care through two business segments — Hospital Operations and Services (Hospital Operations) and Ambulatory Care. As of December 31, 2025, our Hospital Operations segment was comprised of our 50 acute care and specialty hospitals, a network of employed physicians and 132 outpatient facilities, including urgent care centers, imaging centers, off-campus hospital emergency departments and micro-hospitals. Our Hospital Operations segment also provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through Conifer Health Solutions, LLC. Our Ambulatory Care segment is comprised of the operations of USPI Holding Company, Inc. (together with its subsidiaries, USPI), which held ownership interests in 533 ambulatory surgery centers and 26 surgical hospitals at December 31, 2025.

Growth in Care Delivery Portfolio

During 2025, we opened the newly constructed, 54-bed Florida Coast Medical Center in Port St. Lucie, Florida. In addition, we opened six de novo ambulatory surgery centers (ASCs) and acquired controlling ownership interests in 27 ASCs and one surgical hospital. Moreover, we increased our strategic deployment of capital in 2025 to enhance high-acuity hospital services, with capital expenditures of over $1 billion. Our efforts include capacity expansion, new construction in high-growth, attractive locations and investments in innovation. Our transformed portfolio and disciplined operations have empowered us to expand margins and drive substantial cash flow generation, which has enabled us to further deleverage, strengthen our balance sheet and increase our financial flexibility. Across our comprehensive network of facilities, we are focused on introducing new services at a lower cost and offering an excellent patient experience in the most clinically appropriate setting. Our focus is on markets where we can provide a strong value to consumers and payers, and the evolution of our care delivery locations reflects our strategy to grow USPI.

Track Record of Performance

Net Income Available to Common Shareholders (in Billions)Adjusted EBITDA (in Billions)
* 2024 results included a pre-tax gain of $2.916 billion ($2.143 billion after-tax) primarily associated with hospital divestitures.
Diluted Earnings Per ShareAdjusted Diluted Earnings Per Share
* The impact of hospital divestitures on 2024 results was $21.89 per diluted share.
Return of Capital to Shareholders Through Stock RepurchasesTotal Shareholder Return (TSR)*
* Represents cumulative stock price appreciation and is measured for the applicable fiscal year periods based on the closing price of Tenet’s common stock on December 31, 2025.
2026 PROXY STATEMENT3

Overview of Director Nominees

Name and Occupation · Independent · Age · Director Since · Number of Other Public Boards · Committee Memberships
AC · HR · NCG · QCE
Saumya Sutaria, M.D. Chairman and CEO, Tenet Healthcare532020
J. Robert Kerrey Lead Director, Tenet Healthcare; Managing Director, Allen & Company; Former U.S. Senator822012*✓
Vineeta Agarwala, M.D., PhD General Partner, Andreessen Horowitz (a16z)392023✓✓
James L. Bierman Former President and CEO, Owens & Minor, Inc.7320171✓
Roy Blunt Chairman, Leadership Advisory Strategies Group, Husch Blackwell Strategies; Former U.S. Senator; Former Member of the U.S. House of Representatives762023✓✓
Richard W. Fisher Former President and CEO, Federal Reserve Bank of Dallas7720171✓✓
Meghan M. FitzGerald, DrPH Adjunct Professor, Columbia University5520181✓
Cecil D. Haney Admiral, U.S. Navy (Ret.) and Former Commander of U.S. Strategic Command and U.S. Pacific Fleet7020211✓✓
Christopher S. Lynch Former National Partner in Charge of the Financial Services practice at KPMG, LLC6820191✓✓
Richard J. Mark Former Chairman and President, Ameren Illinois Company7020171✓✓
Tammy Romo Former Executive Vice President and CFO, Southwest Airlines Co.6320151✓
Nadja Y. West, M.D. Lieutenant General, U.S. Army (Ret.) and 44th Surgeon General of the U.S. Army6520193✓✓

AC: Audit Committee HR: Human Resources Committee

NCG: Nominating and Corporate Governance Committee QCE: Quality, Compliance & Ethics Committee

= Independent = Chair✓ = Member

*Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012.

Director Nominees’ Experience and Composition

Having an independent Board is a core element of our governance philosophy. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of independent directors. Of our 12 Board nominees, 11 are independent in accordance with the requirements set forth in our Corporate Governance Principles. Moreover, our Board believes that having a mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. The following highlights the core skills and experience of our Board nominees:

Executive LeadershipRegulatory and Public Sector
llllllllllll 12llllllll 8
Healthcare IndustryPublic Company Board Service
llllll 6lllllllll 9
Accounting and FinanceCybersecurity and Information Technology
lllll 5lll 3
Crisis and Risk Management

Tenet’s Board refreshment activities have cultivated a balanced mix of backgrounds, age, tenure and viewpoints in the boardroom. The Board believes the current composition of directors contributes to strong governance and successful oversight of the Company.

GenderEthnicity
Age DistributionTenure
2026 PROXY STATEMENT5

Board Refreshment

Tenet maintains a commitment to Board refreshment practices, with six independent directors added since 2018, including two new independent directors added in 2023.1

1Excludes Stephen Rusckowski who was appointed to the Board on May 23, 2023, and resigned from the Board on November 21, 2025.
INDEPENDENT, EFFECTIVE BOARD OVERSIGHT• 11 of 12 director nominees are independent • Independent Lead Director with clearly defined responsibilities • All committee chairs and members are independent • Experienced Board with varied backgrounds • Annual self-evaluation of all directors using third-party facilitator • Regular executive sessions of independent directors for Board and committee meetings • All Audit Committee members have been designated as financially literate within the meaning of the New York Stock Exchange (NYSE) listing standards, and three members are audit committee financial experts under Securities and Exchange Commission (SEC) rules • Commitment to Board refreshment practices, with six independent directors added since 2018 among those who are currently serving • Board and committees may hire outside advisors independently of management
SOUND CORPORATE GOVERNANCE AND BOARD PRACTICES• “Overboarding” limits for directors • Board oversight of political contributions • Annual review of Corporate Governance Principles • Anti-hedging and anti-pledging policy • Active shareholder outreach and engagement with feedback regularly reviewed by Board
SHAREHOLDER RIGHTS• Annual election of directors • Shareholder right to call special meetings at 25% threshold • Proxy access with market standard terms • One-year limit on “poison pills” unless approved by shareholders • Single class of stock with equal voting rights • Majority vote standard and director resignation policy in uncontested elections
2026 PROXY STATEMENT7
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.