UNIVERSAL HEALTH SERVICES INC

The following is an update to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other than the following updates, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should carefully consider the risk factors contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings made with the Securities and Exchange Commission.

The success of our acquisition of Talkspace, Inc. is subject to numerous risks and uncertainties.

In August 2026, we completed the acquisition of Talkspace, Inc. ("Talkspace") for approximately $820 million, net of cash acquired. Talkspace is a virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50 states, Washington, D.C., and Puerto Rico. We financed the acquisition of Talkspace with additional borrowings, as discussed in Note 4 to Condensed Consolidated Financial Statements – Treasury - Credit Facilities and Outstanding Debt Securities.

Our ability to realize the unanticipated benefits of the acquisition is subject to numerous risks and uncertainties including: integrating the business and achieving the anticipated synergies; the risk that such synergies may take longer to realize than expected; failure to retain key employees of Talkspace; failure to retain a significant portion of Talkspace’s providers or relationships with payers; the risk that the integration disrupts current plans and operations in a manner that harms our business or diverts management’s attention from ongoing business operations; and the amount of any costs, fees, expenses, impairments and charges related to the acquisition including the cost and use of capital related to financing the acquisition.

Our performance depends on our ability to recruit and retain quality physicians and manage physician practices we own or operate.

Typically, physicians are responsible for making hospital admissions decisions and for directing the course of patient treatment. As a result, the success and competitive advantage of our hospitals depends, in part, on the number and quality of the physicians on the medical staffs of our hospitals, the admitting practices of those physicians and our maintenance of good relations with those physicians. Physicians generally are not employees of our hospitals, and, in a number of our markets, physicians have admitting privileges at other hospitals in addition to our hospitals. They may terminate their affiliation with us at any time. If we are unable to maintain high ethical and professional standards, adequate support personnel and technologically advanced equipment and facilities that meet the needs of those physicians, they may be discouraged from referring patients to our facilities and our results of operations may decline.

It may become difficult for us to attract and retain an adequate number of physicians to practice in certain communities in which our hospitals are located. Our failure to recruit physicians to these communities or the loss of physicians in these communities could make it more difficult to attract patients to our hospitals and thereby may have a material adverse effect on our business, financial condition and results of operations. The loss of one or more of these physicians, even if temporary, could cause a material reduction in our revenues, which could take significant time to replace given the difficulty and cost associated with recruiting and retaining physicians.

In connection with the operations at our George Washington University Hospital and Cedar Hill Regional Medical Center located in Washington, D. C. (the “District Hospitals”), in late May 2026, we finalized negotiations and executed agreements with The George Washington University (the “University”) and the faculty medical group, The Medical Faculty Associates, Inc. (“MFA”), to change the arrangement among the parties. As a part of the new arrangement, the University may provide potential annual financial support to us during the first five years, subject to certain annual limitations as stipulated in the agreement.

The District of Columbia’s Office of the Attorney General (“OAG”) is reviewing the transaction under their assertion of authority pursuant to the Healthcare Entity Conversion Act. Although we dispute the OAG’s jurisdiction over this matter, we are cooperating with the OAG as they conduct their review which remains ongoing. Once the OAG’s review has been completed, the OAG may approve the transaction as currently structured, reject the transaction, or approve the transaction subject to certain conditions.

On August 1, 2026, Foggy Bottom Physicians Group d/b/a/ Capital Medical Group (“CMG”) began operations as a physician led non-profit entity employing all transitioning former MFA physicians, advanced practice providers and staff. A wholly-owned subsidiary of ours is the entity's sole member. Although the OAG's review is ongoing, we have assumed management and financial responsibility for the operations of CMG effective as of August 1, 2026.

There are also certain other risks and uncertainties, including the following, which could potentially result in a material adverse effect on our future consolidated results of operations: (i) since not all of the physicians affiliated with the MFA joined CMG, there is a risk that some physicians who have traditionally treated their patients at the District Hospitals may choose to not treat their patients at the District Hospitals; (ii) the anticipated benefits of the transition are not realized; (iii) CMG’s operating losses, after giving effect to the potential financial support from the University during the first five years (as discussed above), significantly exceed our expectations; (iv) since the University’s potential financial support to us ends after five years, any operating losses sustained by CMG after that time would have a greater unfavorable impact on our consolidated results of operations, and; (v) there is a risk that, as a result of the OAG’s review, the transaction is ultimately unwound, or significantly changed from its current form.