DEF 14A of Davita Inc., Apr 22, 2026

DEF 14A of Davita Inc.

Filed Apr 22, 2026 · FY20250000927066-26-000053

Open on EDGAR

  1. Proposal 1 Election of Directors

    Proposal 1 Election of Directors At the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"), stockholders will be asked to elect nine directors (each, a "Director Nominee" and collectively the "Director Nominees"), each to serve until the Company's 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting") or until their successors are duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Voting Standard for Director Elections The Bylaws require that, in uncontested elections, each director be elected by the majority of votes cast with respect to such director by the holders of shares present virtually or represented by proxy and entitled to vote thereon. In a contested election, directors are elected by a plurality of shares represented virtually or by proxy at any such meeting and entitled to vote thereon. If a nominee for director who served as a director prior to the 2026 Annual Meeting is not elected by the requisite vote, the director must promptly tender his or her resignation from the Board, and the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days (or, if extended by the Board in certain circumstances, within 180 days) from the date the election results are certified. If a nominee for director who was not already serving as a director does not receive the requisite vote at the 2026 Annual Meeting, the nominee is not elected to the Board. All 2026 Director Nominees are currently serving on the Board. Director Nominees After a thorough evaluation, and in alignment with the Nominating and Governance Committee's recommendation, the Board has nominated Pamela M. Arway, Barbara J. Desoer, Jason M. Hollar, Gregory J. Moore, M.D., Ph.D., Dennis W. Pullin, Javier J. Rodriguez, Adam H. Schechter, Wendy L. Schoppert, and Phyllis R. Yale for re-election as directors. Please see the section titled “Corporate Governance — Selection of Directors” below for more information about the nomination process. None of the Director Nominees has any family relationship with any other nominee or with any of our executive officers and no arrangement or understanding exists between any nominee and any other person or persons pursuant to which a nominee was or is to be selected as a director or nominee. Eight of the nine Director Nominees are independent under the New York Stock Exchange ("NYSE") listing standards (the "NYSE Independence Standards"). Please see the section titled “Corporate Governance — Director Independence” below for more information. Each Director Nominee has consented to being named as a nominee in this Proxy Statement and has agreed to serve as a director, if elected. Proxies Unless a stockholder has made a contrary direction via its proxy, the proxy holders named in the proxy card (the “Company Proxies”) have advised us that at the 2026 Annual Meeting they intend to vote the shares covered by the proxies "for" the election of each of the Director Nominees named in this Proxy Statement. If any Director Nominee is unable or unwilling to serve, the Company Proxies may vote for the election of the substitute nominee that the Board may propose. Proxies may not be voted for more than nine Director Nominees. Biographies of our Director Nominees A biography of each Director Nominee, as of the date of this Proxy Statement, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience, is presented below.

  2. Proposal 1 Election of Directors

    | Former President of the Japan, Asia-Pacific, Australia Region, American Express International, Inc. Independent Director Since: 2009 Board Chair Since: 2020 Committee Service: Compensation Committee; Nominating and Governance Committee Other Public Company Boards: — Iron Mountain Inc. (NYSE: IRM) | Pamela M. Arway, 72, served as the President of the Japan, Asia-Pacific, Australia region for American Express International, Inc., a global payment services and travel company, from 2005 to 2008. Ms. Arway joined the American Express Company in 1987, and subsequently served in various capacities, including as Chief Executive Officer ("CEO") of American Express Australia Limited from 2004 to 2005 and as Executive Vice President of Corporate Travel, North America from 2000 to 2004. Prior to her retirement in October 2008, she also served as advisor to the American Express Company’s Chairman and CEO. Ms. Arway has been a member of the Board of Directors of Iron Mountain Incorporated, an enterprise information management services company ("Iron Mountain"), since March 2014, serving as Independent Chairperson of Iron Mountain's Board since 2022, and she served as a member of the Board of Directors of The Hershey Company, a chocolate and confectionery company, from 2010 to 2024. Ms. Arway brings to the Board significant leadership experience as a global executive, with extensive management experience in the areas of marketing, international business, finance and government affairs. With her service as a director on the boards of other large public companies, Ms. Arway also brings significant experience in corporate governance and executive compensation-related matters. | | Former Chief Executive Officer, Citibank, N.A. Independent Director Since: 2015 Committee Service: Compensation Committee, Chair; Audit Committee | Barbara J. Desoer, 73, served as the CEO and a member of the Board of Directors of Citibank, N.A., a wholly owned subsidiary of Citigroup, Inc., a diversified global financial services company, both positions she held from April 2014 through April 2019, and COO of Citibank, N.A. from October 2013 to April 2014. Prior to Citibank, N.A., Ms. Desoer spent 35 years at Bank of America, a diversified global financial services company, most recently as President, Bank of America Home Loans, where she led the integration of Countrywide, the largest mortgage originator and servicer in the United States. In previous Bank of America roles, Ms. Desoer served as a Global Technology & Operations executive, an international market-focused position leading teams in the United Kingdom, Asia and Latin America, and President, Consumer Products. From April 2019 to April 2025, Ms. Desoer served as Chair of the Citibank, N.A. Board of Directors, and as a member of the Board of Directors of Citigroup Inc. Ms. Desoer is an experienced business leader with extensive management and international experience and brings to the Board a deep understanding of regulated businesses as well as significant experience in corporate governance, executive compensation, compliance and audit-related matters. |

  3. Proposal 1 Election of Directors

    | | Notice of 2026 Annual Meeting and Proxy Statement | 2 |

  4. Proposal 1 Election of Directors

    | Chief Executive Officer, Cardinal Health, Inc. Independent Director Since: 2022 Committee Service: Audit Committee, Chair Other Public Company Boards: — Cardinal Health, Inc.(NYSE: CAH) | Jason M. Hollar, 53, has served as the CEO and a member of the Board of Directors of Cardinal Health, Inc. ("Cardinal"), a global integrated healthcare services and products company, since September 2022. Prior to his appointment as CEO, Mr. Hollar served as Cardinal's Chief Financial Officer ("CFO") from May 2020 to September 2022, where he led financial activities across the enterprise including financial strategy, capital deployment, treasury, tax, investor relations, accounting and reporting. Prior to Cardinal, from June 2018 until April 2020, Mr. Hollar served as Executive Vice President and CFO of Tenneco Inc. ("Tenneco"), a global automotive products and services company, where he was responsible for financial planning and analysis, accounting and reporting, tax, treasury and investor relations for the company. At Tenneco, Mr. Hollar also served as Senior Vice President, Finance from June 2017 to June 2018. From October 2016 to June 2017, Mr. Hollar served as the CFO of Sears Holding Corporation ("Sears"), a holding company for large consumer retailers across the U.S., and as Senior Vice President, Finance from October 2014 to October 2016. Sears filed for Chapter 11 bankruptcy in October 2018. Mr. Hollar is an experienced finance leader who brings to the Board extensive financial and operational experience spanning the healthcare, transportation, manufacturing and retail sectors. | | Former Corporate Vice President, Microsoft Health and Life Sciences Independent Director Since: 2021 Committee Service: Compliance and Quality Committee, Chair; Nominating and Governance Committee Other Public Company Boards: — Fortive Corporation (NYSE: FTV) | Gregory J. Moore, M.D., Ph.D., 61, served as Corporate Vice President for Microsoft Health and Life Sciences, a division of Microsoft Corporation ("Microsoft"), a multinational technology company that produces computer software, cloud computing services, personal computers and electronics, and other related services, from 2019 to 2023, where he led Microsoft's health and life sciences research and artificial intelligence ("AI") and cloud product development portfolio. Prior to Microsoft, Dr. Moore served as Vice President of Google Inc. ("Google"), a multinational technology company that specializes in Internet-related products and services, from 2016 to 2019, and was the founder and leader of Google Cloud Healthcare and Life Sciences globally. Dr. Moore is an engineer, practicing physician, and experienced educator. He is board certified in Diagnostic Radiology, Neuroradiology and Clinical Informatics. Prior to his leadership roles at Microsoft and Google, Dr. Moore served as the Chief Emerging Technology and Informatics Officer at Geisinger Health System, a regional healthcare provider, where he was also Director of the Institute of Advanced Application. His prior academic and clinical appointments include Stanford University School of Medicine, Penn State University College of Medicine, and Wayne State University School of Medicine. In February 2025, Dr. Moore was appointed as a member of the Board of Directors of Fortive Corporation, a provider of essential technologies for connected workflow solutions. From 2023 to 2024, Dr. Moore served as a member of the Board of Directors of Olink Holding AB, a biotechnology company focused on proteomics, until its merger with Thermo Fisher Scientific Inc., and from 2019 to 2021, Dr. Moore served as a member of the Board of Directors of Hill-Rom Holdings, Inc., a medical technology provider, until its merger with Baxter International Inc. In 2024, Dr. Moore earned the National Association of Corporate Directors ("NACD") CERT Certificate in Cyber-Risk Oversight. Dr. Moore brings to the Board substantial experience both in the medical field as a practitioner and as a technology executive experienced in digital health and AI. |

  5. Proposal 1 Election of Directors

    | President and CEO, Virtua Health Independent Director Since: 2024 Committee Service: Compliance and Quality Committee; Nominating and Governance Committee | Dennis W. Pullin, 66, has served as President and CEO of Virtua Health ("Virtua"), an academic health system in New Jersey offering a range of preventative, primary, ambulatory, acute and tertiary care since 2017. From 2009 to 2017, Mr. Pullin served as President of MedStar Harbor Hospital, a not-for-profit, community-based health care organization in the U.S. Mid-Atlantic region. From 2006 to 2009, Mr. Pullin served as Chief Operating Officer and Senior Vice President of MedStar Washington Hospital Center, the largest private teaching and research hospital based in Washington, D.C. Mr. Pullin served as Vice President of Operations and Business Development at CHI St. Luke’s Health, a tertiary community teaching hospital in the Texas Medical Center from 2002 to 2006. Since May 2021, Mr. Pullin has served as a member of the Board of Directors of Hillenbrand, Inc., a global diversified industrial company and a formerly NYSE-listed company, which completed a going private transaction in February 2026. Mr. Pullin brings to the Board his deep executive leadership experience in the healthcare space, including in hospitals, academic medical centers, physician group practices, and private industry. He also brings to the Board a unique and valuable perspective on transforming patient experience through the use of technology and value-based care. | | Chief Executive Officer, DaVita Inc. Director Since: 2019 Other Public Company Boards: –Gilead Sciences, Inc. (NASDAQ: GILD) | Javier J. Rodriguez, 55, has served as CEO of DaVita Inc. since June 2019. Joining the Company in 1998, Mr. Rodriguez has held senior leadership roles of increasing responsibility, with experience across operations, payor contracting, and finance, and has helped shape the Company’s transformation in the delivery of kidney care. Prior to joining DaVita, Mr. Rodriguez worked in finance at Baxter Healthcare Corporation. He has served on the board of directors of Gilead Sciences, Inc., a research-based pharmaceutical company since June 2020. Mr. Rodriguez brings deep healthcare expertise, comprehensive knowledge of our business and regulatory landscape, and a proven track record of executive leadership. | | President, Chief Executive Officer and Chairman of the Board, Labcorp Independent Director Since: 2022 Committee Service: Audit Committee; Compensation Committee Other Public Company Boards: –Labcorp Holdings Inc. (NYSE: LH) | Adam H. Schechter, 61, has served as Chairman of the Board of Directors of Labcorp Holdings Inc. ("Labcorp"), a leading global life sciences company, since May 2020, as a director of Labcorp since April 2013, and President and CEO since November 2019. Mr. Schechter previously served as special advisor to the CEO of Merck & Co., Inc. (“Merck”), a multinational pharmaceutical company, from January 2019 to July 2019. From 2010 to 2018, Mr. Schechter was President, Global Human Health and an Executive Vice President of Merck, where he was a member of the Executive Committee. His responsibilities included Merck’s worldwide pharmaceutical and vaccine businesses. Prior to becoming President, Global Human Health, Mr. Schechter served as the President, Global Pharmaceutical Business of Merck from 2007 to 2010. In 2022, Mr. Schechter earned the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Schechter brings to the Board extensive knowledge of the healthcare industry, operations and regulatory environment, and significant executive leadership and management experience. |

  6. Proposal 1 Election of Directors

    | | Notice of 2026 Annual Meeting and Proxy Statement | 4 |

  7. Proposal 1 Election of Directors

    | Former Chief Financial Officer, Sleep Number Corporation Independent Director Since: 2023 Committee Service: Audit Committee; Compensation Committee Other Public Company Boards: –Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY) –Fossil Group, Inc.(NASDAQ: FOSL) | Wendy L. Schoppert, 59, served as Executive Vice President and CFO of Sleep Number Corporation ("Sleep Number"), a smart bed and wellness technology manufacturer and retailer, from 2011 to 2014, where she also previously served as Senior Vice President and Chief Information Officer from 2008 to 2011 and Senior Vice President, International and New Channel Development, from 2005 to 2008. Prior to joining Sleep Number, Ms. Schoppert led U.S. Bank’s Private Asset Management team and served as Head of Product, Marketing & Corporate Development for U.S. Bank’s Asset Management division. She began her career in the airline industry, serving in various financial, strategic and general management leadership positions at American Airlines, Northwest Airlines and America West Airlines. Ms. Schoppert currently serves on the Board of Directors of Sun Country Airlines Holdings, Inc., a hybrid low-cost air carrier since October 2025 and Fossil Group, Inc., a global design, marketing, distribution and innovation company specializing in lifestyle accessories since May 2025. From 2020 to 2025, she served on the Board of The ODP Corporation, the parent company of Office Depot/OfficeMax and related B2B businesses, where she also served as Board Chair. From 2017 to 2023 she served on the Board of The Hershey Company, and from 2015 to 2025 she served on the Board of Big Lots, Inc. Ms. Schoppert is a former co-chair of the Minnesota Chapter of Women Corporate Directors and has also earned the CERT Certificate in Cybersecurity Oversight. Ms. Schoppert is an experienced finance leader who brings to the Board financial, information technology, marketing and operational experience with a background spanning the consumer goods, transportation, and retail sectors. | | Advisory Partner, Bain & Company, Inc. Independent Director Since: 2016 Committee Service: Nominating and Governance Committee, Chair; Compliance and Quality Committee Other Public Company Boards: –Bristol-Myers Squibb Company (NYSE: BMY) | Phyllis R. Yale, 68, has been an Advisory Partner with Bain & Company, Inc. (“Bain”), a global management consulting firm, since July 2010. Ms. Yale was a Partner with Bain from 1987 to July 2010, and a leader in building Bain’s healthcare practice. In her role at Bain, Ms. Yale works with healthcare payors, providers, and medical device companies, and frequently advises the world’s leading private equity firms on their investments in the healthcare sector. She has served as a member of the Board of Directors of several public and private companies in the healthcare sector, and since November 2019 has served as a member of the Board of Directors of Bristol Myers Squibb Company, a global biopharmaceutical company. Ms. Yale previously served as Chair of the Blue Cross Blue Shield of Massachusetts ("BCBS") Board of Directors from 2014 to 2019 and served on the board of BCBS from 2014 through December 2024. Ms. Yale has a deep knowledge base in the U.S. healthcare sector and has experience in many aspects of the healthcare industry, including corporate strategy, marketing and cost and quality management, as well as mergers and acquisitions. |

  8. 2025 Compensation Highlights

    | 2025 STI Program Payouts | Our 2025 short-term incentive program ("STI Program") was designed to align executive compensation with the Company’s financial results and stockholder interests. Consequently, performance for 2025 resulted in payouts of approximately 91% to 95% of target, depending on individual NEO results for the custom strategic objectives | | 2025 LTI Program Awards | Equity awards granted to NEOs under our 2025 long-term incentive ("2025 LTI Program") program were: •60% performance-based restricted stock units ("PSUs"), with performance measured on a cumulative three-year basis (and metrics based on adjusted earnings per share ("Adjusted EPS") and relative total shareholder return ("Relative TSR") •20% RSUs subject to back-loaded time-based vesting over three and four years (50% each year), respectively •20% SSARs subject to the same back-loaded time-based vesting schedule as the RSUs | | 2022 PSUs | PSUs granted in 2022 with a performance period covering 2025 vested at 81% of target, based on the weighted average of Adjusted EPS performance achieved at 70% of target and Relative TSR performance achieved at 114% of target | | 2023 PSUs | PSUs granted in 2023 with a cumulative performance period ending in 2025 vested at 186% of target, based on the weighted average of Adjusted EPS performance achieved at 200% of target and Relative TSR performance achieved at 143% of target |

  9. Compensation Elements

    | Base Salary | Short-Term Incentive Program | Long-Term Incentive Program | | | | It is appropriate that some portion of compensation be in a form that is fixed to provide executives with a stable level of income. Base salaries are reviewed for adjustment periodically based on individual performance, changes to portfolio of responsibilities and comparative market data, among other things. | Performance Measures •70% Financial: Adjusted Operating Income and Adjusted Free Cash Flow •Strategic Objectives:1 ◦Operational and sustainability-related factors (21%) ◦Custom goals for each NEO (9%) •Payout 0% to 200% of target | | | | | | | 60% PSUs | 20% RSUs | 20% SSARs | | | | | | | | | | •Performance criteria 75% Adjusted EPS, 25% Relative TSR as compared to the constituents of the S&P Health Care Services Select Industry Index •Payout 0% to 200% of target •Performance is measured over a three-year performance period | •RSUs vest 50% on each of the third and fourth anniversaries of the grant date | •SSARs vest 50% on each of the third and fourth anniversaries of the grant date •SSARs expire after five years |

  10. Compensation Principles

    | Core Compensation Principles and 2025 Program Structure Highlights | | | Performance Orientation | –92% of target compensation for our CEO and 83% of target compensation for our other NEOs is at-risk, and a majority of compensation for our NEOs is tied to achievement of defined performance metrics, and not just continued service –Multiple criteria in the Company's 2025 STI Program balance financial goals and strategic objectives –PSU awards granted under our LTI Program use a mix of market-based (Relative TSR) and financial (Adjusted EPS) metrics –Performance-based equity awards are measured on a cumulative basis over a three-year period, emphasizing sustained performance over a multi-year performance period –Compensation Committee retains ability to exercise negative discretion under the STI Program | | Metrics are Linked to Strategy | –75% of PSUs under the LTI Program are tied to a long-term Adjusted EPS target, which we believe focuses our NEOs on capital-efficient growth, the hallmark of our long-term strategy –Our STI Program also includes certain strategic goals that are viewed as important for both near-term operational success and long-term value creation | | Program Designed to Balance Relative and Absolute Performance & Incentivize Outperformance | –In the 2025 STI Program, Adjusted Operating Income performance had to be above our actual Adjusted Operating Income for 2024 and at or above the midpoint of our 2025 initial guidance range to achieve target payout –Relative TSR-dependent PSUs require above-market performance at the 55th percentile to achieve target vesting –If our TSR is negative, then vesting is capped at the target number of PSUs regardless of our Relative TSR performance |

  11. Compensation Principles

    | Core Compensation Principles and 2025 Program Structure Highlights | | | Formulaic Criteria | –Under the 2025 STI Program, the vast majority of the annual target opportunity was formulaic, with the remaining portion tied to strategic objectives for each individual NEO, which are qualitatively evaluated by the Compensation Committee (and, in the case of the CEO, the independent members of the Board) –100% of the PSU payout is formulaically determined | | No Positive Discretion | –The Compensation Committee does not exercise positive discretion in making compensation decisions under the STI Program or with respect to performance-based metrics under our LTI program |

  12. Short-Term Incentive Program for 2025

    Short-Term Incentive Program for 2025 The NEO participants in the 2025 STI Program had a target bonus approved by the Compensation Committee, and with respect to the CEO, ratified by the independent members of the Board. Participants are eligible to earn 0% to 200% of their target bonus based on performance against the predetermined and approved STI Program metrics. Based on a review of competitive market data, the Compensation Committee determined to increase the target bonus opportunities for Messrs. Ackerman and Hearty from 2024 to 2025, in order to acknowledge their strong, continued performance as well as to align with our compensation strategy, market data, and/or internal pay considerations. The following table summarizes the target bonus and target bonus as a percent of base salary for each of the NEOs:

  13. Short-Term Incentive Program for 2025

    | Name | 2025 Base Salary | 2025 Target Incentive Opportunity | 2025 Target Incentive Opportunity as a Percentage of Salary1 | | Javier J. Rodriguez | $1,500,000 | $2,250,000 | 150% | | Joel Ackerman | $850,000 | $850,000 | 100% | | David P. Maughan | $725,000 | $725,000 | 100% | | Kathleen A. Waters | $750,000 | $700,000 | 93% | | James O. Hearty | $600,000 | $500,000 | 83% |

  14. Short-Term Incentive Program for 2025

    1The target incentive opportunities for the NEOs other than the CEO were approved by the Compensation Committee in terms of an absolute dollar opportunity and this column includes the percentage opportunity determined by dividing the target dollar value by the NEO’s base salary.

  15. Short-Term Incentive Program for 2025

    | | Notice of 2026 Annual Meeting and Proxy Statement | 38 |

  16. Short-Term Incentive Program for 2025

    The following table summarizes the performance metrics, weightings, criteria ranges, performance-based eligibility ranges, actual performance and eligible payout percentages for the components of the 2025 STI Program:

  17. Short-Term Incentive Program for 2025

    | 2025 STI Program Performance Metrics | Performance Metrics Weightings | Criteria Range | Performance Based Eligibility Range (%) | Actual Performance | Eligible Payout Achieved (%) | | Financial: Adjusted Operating Income | 50.0% | $1,972.5 million to $2,235 million ($2,085 million target) | 0%; 25% - 200% | $2,094 million1 | 105.9% | | Financial: Adjusted Free Cash Flow | 20.0% | $1,012.5 million to $1,275 million ($1,125 million target) | 0%; 25% - 200% | $1,024 million1 | 32.8% | | Strategic Objectives: Home modalities penetration (Q4 2025) | 7.5% | 14.875% to 15.75% (15.25% target) | 0%; 25% - 200% | 14.81% | 0% | | Strategic Objectives: Comprehensive Kidney Care Contracting patient contact composite | 7.5% | 52.5.0% to 70.0% (60.0% target) | 0%; 25% - 200% | 56.90% | 69.0% | | Strategic Objectives: Teammate engagement (average of 2025 survey results) | 3.0% | 76.0% to 84.0% (80.0% target) | 0%; 25% - 200% | 84.70% | 200.0% | | Strategic Objectives: Water savings projects (millions of gallons) | 3.0% | 25 to 50 million gallons (35 million gallons target) | 0%; 25% - 200% | 91 million gallons | 200.0% | | Strategic Objectives: Custom goals | 9.0% | Varies by NEO | 0% - 200% | Varies by NEO | Varies by NEO2 |

  18. Short-Term Incentive Program for 2025

    1"Adjusted Operating Income” and “Adjusted Free Cash Flow” are non-GAAP financial measures. Please see Annex A for a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. 2Actual payouts with respect to the custom goals vary by NEO, but are subject to a maximum payout of 200% of target. See "Strategic Objectives - Custom Strategic Goals" below for details.

  19. 2025 STI Program Payouts

    2025 STI Program Payouts The table below summarizes the target incentive opportunity for each NEO, performance (corporate (weighted 91%) and custom goals (weighted 9%)) under the STI Program, and the actual payout achieved by each NEO. Certain columns or rows may not precisely recalculate due to the presentation of rounded numbers.

  20. 2025 STI Program Payouts

    | | | Eligible Payout Achieved | | | | | | 2025 STI Program Performance Metrics | Performance Metrics Weightings | Javier J. Rodriguez | Joel Ackerman | David P. Maughan | Kathleen A. Waters | James O. Hearty | | Combined Total Performance (%) | | 92.9% | 91.1% | 94.7% | 94.7% | 91.1% | | Target Incentive Opportunity | | $2,250,000 | $850,000 | $725,000 | $700,000 | $500,000 | | Total STI Program Payout ($) | | $2,089,491 | $774,063 | $686,330 | $662,664 | $455,331 | | Financial: Adjusted Operating Income | 50.0% | 105.9% | 105.9% | 105.9% | 105.9% | 105.9% | | Financial: Adjusted Free Cash Flow | 20.0% | 32.8% | 32.8% | 32.8% | 32.8% | 32.8% | | Strategic Objectives: Home modalities penetration | 7.5% | 0% | 0% | 0% | 0% | 0% | | Strategic Objectives: CKCC patient contact composite | 7.5% | 69.0% | 69.0% | 69.0% | 69.0% | 69.0% | | Strategic Objectives: Teammate engagement | 3.0% | 200.0% | 200.0% | 200.0% | 200.0% | 200.0% | | Strategic Objectives: Water savings projects | 3.0% | 200.0% | 200.0% | 200.0% | 200.0% | 200.0% | | Strategic Objectives: Custom goals | 9.0% | 180.0% | 160.0% | 200.0% | 200.0% | 160.0% |

  21. Long-Term Incentive Program for 2025

    Long-Term Incentive Program for 2025

  22. Setting Awards Under 2025 LTI Program; Strong Pay-for-Performance Alignment

    Setting Awards Under 2025 LTI Program; Strong Pay-for-Performance Alignment LTI program awards are designed to provide a link to long-term stockholder value through equity awards for our executives. We believe that the structure of our LTI program creates alignment with the Company's sustained, long-term performance. For PSUs, given the market and operating conditions at the time the targets were set, the target payout levels were designed to be achievable with strong management performance, while maximum payout levels were designed to be difficult to achieve.

  23. 2025 LTI Grants

    2025 LTI Grants The Compensation Committee determined the annual 2025 LTI Program awards for our NEOs with the input of the CEO (with respect to the NEOs other than himself) and Compensia, and after consideration of market data provided by Compensia. In advance of the annual equity awards being granted each year, the CEO considers the following in recommending equity awards for NEOs other than himself to the Compensation Committee: –recent performance and trajectory of historical performance; –level of responsibilities and expected changes to responsibilities; –market levels of total compensation and long-term incentives for similar positions internally and within the Company's compensation peer group, based on the market data provided by the Compensation Committee's independent advisor; –the historical amounts granted and expected vesting levels; –the competitive labor market for executive talent at the time of grant; and –the "in-the-money value" of unvested equity currently held by the participants. As noted above, when determining overall target compensation and the allocation among the various compensation elements, the Compensation Committee’s practice has been to deliver a greater percentage of compensation in the form of variable (or "at-risk") compensation, with an emphasis on LTI program awards to most directly align the NEOs’ interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy. In 2025, the Compensation Committee elected to reintroduce SSARs as part of our LTI Program, which we view as largely performance-based given they have a five-year term and their value is dependent on appreciation of the stock price over such period. SSARs only derive value if, at the time of exercise (and prior to the expiration), the stock price of our Common Stock is above the base price (similar to the strike price of an option). The Compensation Committee utilizes SSARs instead of stock options because SSARs are less dilutive to our stockholders than stock options since only shares at the time of exercise with a total value equal to the grantee's gain (i.e., the difference between the closing stock price of the base shares and their base price at the time of grant) are ultimately issued. The Compensation Committee generally has followed a predetermined schedule for granting equity awards and has not granted annual equity awards, including SSARs, in anticipation of the release of material nonpublic information (“MNPI”). Similarly, the Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation. Consistent with our historical practice, in 2025, annual equity awards were granted to our NEOs on March 15, 2025, and no SSARs were granted to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K that disclosed MNPI.

  24. 2025 LTI Grants

    | | Notice of 2026 Annual Meeting and Proxy Statement | 42 |

  25. 2025 LTI Grants

    The table below shows the target value of RSUs, SSARs and PSUs granted to each of our participating NEOs in 2025:

  26. 2025 LTI Grants

    | 2025 Long-term Incentive Awards | PSUs Grant Date Value | SSARs Grant Date Value | RSUs Grant Date Value | | Javier Rodriguez | $8,100,000 | $2,700,000 | $2,700,000 | | Joel Ackerman | $2,580,000 | $860,000 | $860,000 | | David P. Maughan | $2,250,000 | $750,000 | $750,000 | | Kathleen A. Waters | $1,440,000 | $480,000 | $480,000 | | James O. Hearty | $510,000 | $170,000 | $170,000 |

  27. 2025 LTI Grants

    The 2025 LTI Program grants include the following key elements to help drive Company performance and align with stockholder interests:

  28. 2025 LTI Grants

    | 60% PSUs | –Performance Goals: 75% related to Adjusted EPS and 25% related to Relative TSR. –Threshold performance required for payout at 25% of target, with potential to earn up to 200% of target. –Three-year vesting schedule, with 100% vesting on March 15, 2028, following conclusion of the three-year performance period, subject to the terms and conditions of the award, including continued service and achievement of the applicable performance goals. | | 20% SSARs | –Back-loaded vesting schedule, with 50% vesting on each of March 15, 2028 and March 15, 2029. –Five-year term. –Base price equals closing stock price on grant date, with no value unless the stock price appreciates from the grant date. | | 20% RSUs | –Back-loaded vesting schedule, with 50% vesting on each of March 15, 2028 and March 15, 2029. –Value ultimately realized dependent upon stock price performance over the three and four year vesting periods. |

  29. 2025 LTI Grants

    The table below summarizes the performance criteria range and percent range of target PSUs for the 2025 PSU awards that were granted in March 2025:

  30. 2025 LTI Grants

    | 2025 PSU Performance Metrics | Performance Metrics Weightings | 2025-2027 Criteria Range | Percent of Target PSUs | Vesting | | 2025-2027 Cumulative Adjusted Earnings per Share1 | 75% | $33.31 - $36.27 (Target: $34.56) | 0%; 25% - 200% | 100% March 15, 2028 | | Relative TSR v. S&P Health Care Services Select Industry Index2 | 25% | 10th - 90th percentile (Target: 55th percentile) | 0%; 25% - 200% | 100% March 15, 2028 |

  31. 2025 LTI Grants

    1“Adjusted Earnings per Share” is a non-GAAP financial measure that represents a per share measure of adjusted net income, and is one of the key metrics on which we report in our quarterly earnings release. For purposes of the 2025 PSUs, “Adjusted Earnings per Share” represents our net income per share, adjusted as reported in our earnings release in the year of measurement, to exclude certain items from net income that we do not believe are indicative of our ordinary results of operations. Additional adjustments may be made under the terms of the 2025 LTI Program. In addition, in accordance with the 2025 LTI Program, performance targets are subject to adjustment in the event of certain corporate transactions during the performance period. 2Vesting based on the percentile position represented by the return on investment in DaVita stock ("DaVita TSR") within the range of returns on investments in each of the constituents of the S&P Healthcare Services Select Industry Index (assuming dividend reinvestment). The percentage of target shares that vest is a function of the percentile ranking of DaVita TSR. If DaVita TSR is negative, then vesting is capped at the target regardless of our Relative TSR performance. Consistent with prior years, the Compensation Committee set 2025 LTI Program goals that were designed to be rigorous, requiring strong performance over the three-year performance period based on compounded growth over the midpoint of our Adjusted EPS guidance provided to stockholders on February 13, 2025. Also, consistent with prior years, after discussion and consideration of input from Compensia, the Compensation Committee decided that it was appropriate not to adjust the EPS targets for the volume of share repurchases because the expected share repurchase volume is incorporated into our EPS forecasts and target setting.

  32. 2022 and 2023 PSU Results and Payouts

    2022 and 2023 PSU Results and Payouts The performance metrics associated with the PSUs granted in 2022 have been measured through the end of the relevant performance periods. Additionally, the cumulative performance period for the PSUs granted in 2023 concluded at the end of fiscal year 2025. The tables below summarize the criteria range and percentage range of target PSUs and detail the relative weightings of each performance metric for the 2022 and 2023 PSUs.

  33. 2022 and 2023 PSU Results and Payouts

    | | | | Performance Based Eligibility Range | | Eligible Payout Achieved | | 2022 PSU Performance Metrics | Weight | Criteria Range | (%) | Actual Performance | (%) | | 2024 Adjusted Earnings Per Share1 | 37.5% | $9.87 - $12.99 | 0%; 50% - 200% | $10.31 | 69% | | 2025 Adjusted Earnings Per Share1 | 37.5% | $10.26 - $14.81 | 0%; 50% - 200% | $10.92 | 70% | | Relative TSR (2025 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | 72nd percentile | 149% | | Relative TSR (2026 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | 60th percentile | 114% |

  34. 2022 and 2023 PSU Results and Payouts

    | | | | Performance Based Eligibility Range | | Eligible Payout Achieved | | 2023 PSU Performance Metrics | Weight | Criteria Range | (%) | Actual Performance | (%) | | 2023-2025 Cumulative Adjusted Earnings Per Share1 | 75.0% | $18.95 - $21.312 | 0%; 25% - 200% | $29.43 | 200% | | Relative TSR (2026 vesting) | 25.0% | 10th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 25% - 200% | 70th percentile | 143% |

  35. 2022 and 2023 PSU Results and Payouts

    1“Adjusted Earnings per Share” or "Adjusted EPS" is a non-GAAP financial measure that represents a per share measure of adjusted net income. Adjusted net income excludes certain items from net income that we do not believe are indicative of our ordinary results of operations. Please see Annex A for a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. As previously reported, beginning with our reporting for the second quarter of 2024, we changed our presentation of center closure charges in connection with the resolution of an SEC comment letter. As contemplated under the pre-established terms of our 2023 PSUs, Adjusted EPS performance for the 2023 PSUs was adjusted to exclude center capacity closure charges for the applicable periods in order to remain consistent with our reporting methodology in place at the time of grant (the methodology upon which the Compensation Committee designed the 2023 PSUs and set the performance goals). Similarly, as contemplated under the pre-established terms of our 2022 and 2023 PSUs, the 2025 Adjusted EPS performance for the 2022 PSUs and 2023 PSUs, as applicable, was adjusted to exclude debt refinancing costs in order to remain consistent with our reporting methodology in place at the time of grant (the methodology upon which the Compensation Committee designed the 2022 PSUs and 2023 PSUs and set the performance goals). Without these adjustments, performance achieved with respect to this metric would have been 65.66% for the 2022 PSU awards (instead of 70%) and would not have changed the performance achieved for the 2023 PSU awards, as performance would have continued to exceed the maximum goal without these adjustments. Additionally, under the pre-established terms of the 2023 PSUs, performance for 2023 was adjusted to exclude the impact of ballot initiatives and COVID-19 normalization. Without these adjustments, performance of the 2023 PSUs would not have changed, as performance would have continued to exceed the maximum goal. Due to the application of these adjustments under the pre-established terms of the 2022 and 2023 PSUs, as applicable, Adjusted EPS in the table above differs from “Adjusted EPS” presented in our 2025 earnings. 2Consistent with the pre-established terms of the 2023 PSUs, the target for the 2023 PSUs was adjusted ($0.02) in respect of certain corporate transactions that closed during the performance period.

  36. 2022 and 2023 PSU Results and Payouts

    | | Notice of 2026 Annual Meeting and Proxy Statement | 44 |

  37. 2022 and 2023 PSU Results and Payouts

    How We Make Executive Compensation Decisions

  38. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has selected and directly retains the services of Compensia, a national compensation consulting firm, as its independent compensation consultant. The Compensation Committee has the sole authority to retain or replace Compensia in its discretion. Compensia does not provide consulting services to Company management and may not provide such services without prior approval of the Chair of the Compensation Committee. Accordingly, Compensia only provides compensation consulting services to the Compensation Committee, and works with the Company’s management only on matters for which the Compensation Committee provides direction and is responsible. The Compensation Committee periodically seeks input from Compensia on a range of external market factors, including evolving compensation trends, peer companies and market survey data. Compensia provides the Compensation Committee with an analysis of comparative market data on, among other things, the amount and mix of compensation for senior executives, including the CEO, at a group of comparable companies within our industry to help inform the Compensation Committee's deliberation on compensation decisions. Compensia also provides general observations on the Company’s executive compensation program, but it does not determine the amount or form of compensation for the executive officers. In all cases, while the Committee may consider information and input provided by Compensia, the Compensation Committee retains full and final approval of all material elements of executive compensation, with the exception of CEO compensation, which is ratified by the independent members of the Board. Pursuant to the rules of the SEC and NYSE, the Compensation Committee has assessed the independence of Compensia. The Company has determined that the work of Compensia for the Compensation Committee did not raise any conflicts of interest.

  39. Market Competitiveness

    Market Competitiveness Each year, the Compensation Committee, starting with a recommendation from Compensia, identifies a group of peer companies for purposes of evaluating the overall competitiveness of our executive officers' compensation levels. When we initially determined this peer group, we first focused on companies in our industry with revenues that are 0.4x to 2.5x our revenues and a market capitalization that is 0.2x to 5.0x our market capitalization. Because of the limited number of direct peers in the healthcare services and facilities industries that met this "size" criteria, we then expanded our industry scope to include the broader healthcare industry. We believe the compensation paid by the resultant comparator peer group is representative of the compensation required to attract, retain and motivate our executive talent. For purposes of evaluating compensation decisions in early 2025, we used the following compensation peer group, which was the same peer group used for purposes of evaluating compensation decisions in 2024:

  40. Market Competitiveness

    | 2025 Compensation Peer Group | | | | Avantor | Henry Schein | Revvity (f/k/a Perkin Elmer) | | Baxter International | Hologic | Select Medical Holdings | | Centene | IQVIA Holdings | Tenet Healthcare | | Dentsply Sirona | Labcorp Holdings Inc. (f/k/a Laboratory Corporation of America Holdings) | Universal Health Services | | Encompass Health | Molina Healthcare | Zimmer Biomet Holdings | | HCA Healthcare | Quest Diagnostics | |

  41. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements We have entered into employment or severance arrangements with each of our NEOs. These arrangements, among other things, provide for severance benefits in the event of a termination of employment in certain circumstances. When entering into employment or severance arrangements with our NEOs, we attempt to provide severance and change of control benefits which strike a balance between providing sufficient protections for the NEO while still providing post-termination compensation that we consider reasonable and in the interests of the Company and our stockholders to allow us to attract and retain our key talent. The terms of individual agreements vary, but under our current stock-based award agreements, accelerated vesting of stock-based awards is generally triggered when a change of control event occurs and either the acquiring entity fails to assume, convert or replace the stock-based award or if the executive resigns for “good reason” or is terminated by the Company without “cause” as provided in his or her employment agreement or award agreement (as applicable), within a certain period of time after the effective date of the change of control event. These acceleration provisions in our stock-based award agreements further serve to secure the continued employment and commitment of our NEOs prior to and following a change of control. See the subsection titled “Potential Payments Upon Termination or Change of Control” below for a description of the severance and change of control arrangements for our NEOs, and for more information regarding accelerated vesting under our stock-based award agreements in limited circumstances.

  42. Severance and Change of Control Arrangements

    | | Notice of 2026 Annual Meeting and Proxy Statement | 46 |

  43. Policies Regarding Recoupment of Incentive Compensation

    Policies Regarding Recoupment of Incentive Compensation We maintain two recoupment policies. Specifically, one of the recoupment policies is designed to satisfy the Company's obligations under Section 10D-1 of the Exchange Act and applicable NYSE listing rules, and generally requires, in the event of an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under federal and/or state securities law, current and former executive officers of the Company to repay an amount equal to certain excess incentive-based compensation (without regard to taxes) received by such person during the three-year period prior to such financial statement restatement. The excess amount subject to recoupment under this policy equals the amount that was awarded on the basis of the erroneous results, and which is greater than the amount such person would have received had the Company’s financial statements been correctly reported. In addition, we continue to maintain a separate recoupment policy that, among other items, includes "significant misconduct" by a domestic Senior Vice President or above of the Company as another possible triggering event for the recoupment of certain compensation, including through the cancellation of, or reimbursement of amounts received with respect to, certain equity awards (including time-based and performance-based awards). In general, the maximum amount of compensation that may be subject to recoupment under this policy is an amount equivalent to up to three years of a covered executive’s annual incentive compensation (including time-based equity awards), and such compensation is generally at risk for a period of three years from the date of such misconduct.

  44. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains compensation information for our NEOs for the fiscal years ended December 31, 2025 and 2024 and, to the extent required by the SEC disclosure rules, the fiscal year ended 2023.

  45. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | | Javier J. Rodriguez Chief Executive Officer | 2025 | 1,500,000 | — | 11,442,481 | 2,699,982 | 2,089,491 | 478,643 | 18,210,597 | | | 2024 | 1,500,000 | — | 15,849,833 | — | 4,118,119 | 339,537 | 21,807,489 | | | 2023 | 1,407,692 | — | — | — | 4,208,063 | 1,096,573 | 6,712,328 | | Joel Ackerman Chief Financial Officer and Treasurer | 2025 | 834,616 | — | 3,644,589 | 860,008 | 774,063 | 16,686 | 6,129,962 | | | 2024 | 769,231 | — | 4,112,322 | — | 1,464,220 | 3,840 | 6,349,613 | | | 2023 | 700,000 | — | 4,761,653 | — | 1,402,688 | 3,840 | 6,868,181 | | David P. Maughan Chief Operating Officer, DaVita Kidney Care | 2025 | 725,000 | — | 3,178,454 | 750,001 | 686,330 | 252,474 | 5,592,259 | | | 2024 | 615,385 | — | 3,000,014 | — | 1,313,899 | 3,840 | 4,933,138 | | Kathleen A. Waters Chief Legal and Public Affairs Officer | 2025 | 750,000 | — | 2,034,334 | 479,982 | 662,664 | 16,665 | 3,943,645 | | | 2024 | 734,616 | — | 2,631,744 | — | 1,281,193 | 3,840 | 4,651,393 | | | 2023 | 684,615 | — | 3,703,459 | — | 1,215,663 | 3,840 | 5,607,577 | | James O. Hearty Chief Compliance Officer | 2025 | 600,000 | — | 720,420 | 170,012 | 455,331 | 16,352 | 1,962,115 | | | 2024 | 569,231 | — | 932,104 | — | 831,724 | 3,840 | 2,336,899 | | | 2023 | 500,000 | — | 1,481,445 | — | 748,100 | 3,840 | 2,733,385 |

  46. 2025 Summary Compensation Table

    1The amounts reported in this column reflect RSU and PSU awards and represent the aggregate grant date fair value of all such awards granted to the NEO during the year as estimated by the Company in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718"). In accordance with SEC rules, the amounts included in the Stock Awards column for the 2025 PSU awards are calculated based on the probable outcome of the performance conditions for such awards on the grant date. If the probable outcome of the performance conditions as of the grant date had been maximum performance, then the grant date fair value of such PSUs would have been as follows: Mr. Rodriguez — $17,484,929; Mr. Ackerman — $5,569,212; Mr. Maughan — $4,856,995; Ms. Waters — $3,108,699; and Mr. Hearty — $1,100,864. See Note 17 to the Consolidated Financial Statements included in our 2025 Form 10-K for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. Please note that there were no equity awards granted to our CEO during 2023 due to the grant of the CEO premium-priced SSAR award in 2019. 2The amounts reported in this column represent the aggregate grant date fair value of SSAR awards granted to the NEOs during 2025 as estimated by the Company in accordance with FASB ASC Topic 718. See Note 17 to the Consolidated Financial Statements included in the 2025 Form 10-K for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. 3The amounts reported in this column represent amounts earned under the STI programs for performance periods ending in 2025, 2024, and 2023, respectively. The awards are reported for the year with respect to which they were earned, regardless of when the award was granted or paid. 4The amounts reported in this column are set forth by category below. Other than the use of a fractionally-owned or chartered corporate aircraft, the amounts disclosed are the actual or share of actual costs to the Company of providing these benefits. With respect to the personal use of fractionally-owned or chartered corporate aircraft, the incremental personal cost is calculated based on the variable operating costs related to the operation of the aircraft, including fuel costs and landing fees, trip-related repairs and maintenance, catering and other miscellaneous variable costs, and excludes fixed costs that do not change based on usage as the fractionally-owned or chartered corporate aircraft is used primarily for business purposes. In such instances in which a spouse or other guest may accompany NEOs on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers, the value of such spouse or guest usage is included in such NEO's personal income in accordance with applicable tax regulations. In such cases where there is no aggregate incremental cost to the Company, no amount is reflected in the 2025 Summary Compensation Table. The value of the personal use of a fractionally-owned or chartered corporate aircraft with respect to our NEOs is included in their personal income in accordance with applicable tax regulations. The amounts disclosed in the "Other Personal Benefits" column below for Messrs. Rodriguez and Maughan include amounts attributable to the personal use of fractionally-owned or chartered corporate aircraft in accordance with our company policy of $460,615 and $233,573, respectively. For 2025, use of the fractionally-owned or chartered corporate aircraft for certain personal trips was mandated by the Board for our CEO based on a third-party security assessment. Amounts reported in the "Other Personal Benefits" column for 2025 below for each of our NEOs also include security assessment costs, as well as digital protection, and, for our CEO, the portion of the incremental expenses for a car and personal driver to provide security for our CEO for certain trips, as follows: Mr. Rodriguez - $13,798; Mr. Ackerman - $12,500; Mr. Maughan - $12,500; Ms. Waters - $12,500 and Mr. Hearty - $12,500. These services were mandated by the Board based on findings of the third-party security assessment. As such, the Company views these related costs, including mandated personal aircraft travel, to be necessary security-related costs rather than personal in nature, but is disclosing here in compliance with the applicable disclosure regulations. For Messrs. Ackerman and Maughan and Ms. Waters, the "Other Personal Benefits" column also includes certain entertainment related costs.

  47. 2025 Summary Compensation Table

    | Name | Year | Other Personal Benefits ($) | Life Insurance Premiums ($) | Company Contribution to Defined Contribution Plan ($) | Total All Other Compensation ($) | | Javier J. Rodriguez | 2025 | $474,413 | $630 | $3,600 | $478,643 | | Joel Ackerman | 2025 | $12,750 | $336 | $3,600 | $16,686 | | David P. Maughan | 2025 | $248,569 | $305 | $3,600 | $252,474 | | Kathleen A. Waters | 2025 | $12,750 | $315 | $3,600 | $16,665 | | James O. Hearty | 2025 | $12,500 | $252 | $3,600 | $16,352 |

  48. 2025 Summary Compensation Table

    | | Notice of 2026 Annual Meeting and Proxy Statement | 52 |

  49. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth information concerning plan-based awards made to each of the NEOs during 2025.

  50. 2025 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Approval Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Options Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)5 | | Javier Rodriguez | — | — | 1 | $— | $2,250,000 | $4,500,000 | — | — | — | — | — | — | $— | | | 3/15/2025 | 3/12/2025 | 2 | $— | $— | $— | 14,116 | 56,465 | 112,930 | — | — | — | $8,742,465 | | | 3/15/2025 | 3/12/2025 | 3 | $— | $— | $— | — | — | — | 18,822 | — | — | $2,700,016 | | | 3/15/2025 | 3/12/2025 | 4 | $— | $— | $— | — | — | — | — | 52,106 | 143.45 | $2,699,982 | | Joel Ackerman | — | — | 1 | $— | $850,000 | $1,700,000 | — | — | — | — | — | — | $— | | | 3/15/2025 | 3/12/2025 | 2 | $— | $— | $— | 4,496 | 17,985 | 35,970 | — | — | — | $2,784,606 | | | 3/15/2025 | 3/12/2025 | 3 | $— | $— | $— | — | — | — | 5,995 | — | — | $859,983 | | | 3/15/2025 | 3/12/2025 | 4 | $— | $— | $— | — | — | — | — | 16,597 | 143.45 | $860,008 | | David P. Maughan | — | — | 1 | $— | $725,000 | $1,450,000 | — | — | — | — | — | — | $— | | | 3/15/2025 | 3/12/2025 | 2 | $— | $— | $— | 3,921 | 15,685 | 31,370 | — | — | — | $2,428,497 | | | 3/15/2025 | 3/12/2025 | 3 | $— | $— | $— | — | — | — | 5,228 | — | — | $749,957 | | | 3/15/2025 | 3/12/2025 | 4 | $— | $— | $— | — | — | — | — | 14,474 | 143.45 | $750,001 | | Kathleen A. Waters | — | — | 1 | $— | $700,000 | $1,400,000 | — | — | — | — | — | — | — | | | 3/15/2025 | 3/12/2025 | 2 | $— | $— | $— | 2,510 | 10,039 | 20,078 | — | — | — | $1,554,350 | | | 3/15/2025 | 3/12/2025 | 3 | $— | $— | $— | — | — | — | 3,346 | — | — | $479,984 | | | 3/15/2025 | 3/12/2025 | 4 | $— | $— | $— | — | — | — | — | 9,263 | 143.45 | $479,982 | | James O. Hearty | — | — | 1 | $— | $500,000 | $1,000,000 | — | — | — | — | — | — | $— | | | 3/15/2025 | 3/12/2025 | 2 | $— | $— | $— | 889 | 3,555 | 7,110 | — | — | — | $550,432 | | | 3/15/2025 | 3/12/2025 | 3 | $— | $— | $— | — | — | — | 1,185 | — | — | $169,988 | | | 3/15/2025 | 3/12/2025 | 4 | $— | $— | $— | — | — | — | — | 3,281 | 143.45 | $170,012 |

  51. 2025 Grants of Plan-Based Awards Table

    1Represents applicable amounts for our 2025 STI Program under the DaVita Inc. 2020 Incentive Award Plan (the "2020 Plan"). The amount in the “Maximum” column represents the maximum amount the NEO was eligible to earn under the 2025 STI Program if all performance criteria were achieved at their highest payout level. The amount in the “Target” column represents the payout amount the NEO was eligible to earn under the 2025 STI Program if all performance criteria were achieved at their target payout level. 2This number represents PSUs awarded under the 2020 Plan. The PSU awards vest 100% on the third anniversary of the grant date, subject to the terms and conditions of the award agreement, including the achievement of the underlying performance conditions. For a description of the PSUs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2025” in this Proxy Statement. 3This number represents RSUs granted under the 2020 Plan. The RSUs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award agreement. For a description of the RSUs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2025” in this Proxy Statement. 4This number represents SSARs granted under the 2020 Plan. The SSARs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award agreement. For a description of the SSARs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2025” in this Proxy Statement. 5The amounts for RSUs, PSUs and SSARs represent the aggregate grant date fair values of each award determined pursuant to FASB ASC Topic 718 and, in the case of PSUs, are based upon the probable outcome of the applicable performance conditions on the grant date. To the extent fair value of the PSU grants differs from the target value disclosed in the CD&A, the discrepancy is due to valuation requirements related to valuing the Relative TSR portion of the PSU award using a Monte-Carlo simulation. See Note 17 to the Consolidated Financial Statements included in our 2025 Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.

  52. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information concerning outstanding SSARs and unvested stock awards held by each of the NEOs as of December 31, 2025.

  53. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested1 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested1 ($) | | Javier J. Rodriguez | 3/15/2025 | — | | 52,106 | 2 | $143.45 | 3/15/2030 | — | | $— | — | | $— | | | 11/15/2024 | — | | — | | $— | — | 24,949 | 3 | $2,834,456 | — | | $— | | | 11/15/2024 | — | | — | | $— | — | — | | $— | 112,268 | 7 | $12,754,767 | | | 3/15/2025 | — | | — | | $— | — | 18,822 | 4 | $2,138,367 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | — | | $— | 112,930 | 7 | $12,829,977 | | Joel Ackerman | 3/15/2021 | 44,065 | | — | | $108.93 | 3/15/2026 | — | | $— | — | | $— | | | 3/15/2022 | 21,694 | 2 | 21,694 | 2 | $110.63 | 3/15/2027 | — | | $— | — | | $— | | | 3/15/2025 | — | | 16,597 | 2 | $143.45 | 3/15/2030 | — | | $— | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 6,585 | 5 | $748,122 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 23,672 | 4 | $2,689,376 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 65,997 | 5 | $7,497,919 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | 10,977 | 4 | $1,247,097 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | — | | $— | 32,930 | 7 | $3,741,177 | | | 3/15/2025 | — | | — | | $— | — | 5,995 | 4 | $681,092 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | — | | $— | 35,970 | 7 | $4,086,552 | | David P. Maughan | 3/15/2025 | — | | 14,474 | 2 | $143.45 | 3/15/2030 | — | | $— | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 12,203 | 6 | $1,386,383 | — | | $— | | | 9/22/2022 | — | | — | | $— | — | 17,145 | 8 | $1,947,843 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 35,508 | 4 | $4,034,064 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | 21,954 | 4 | $2,494,194 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | 5,228 | 4 | $593,953 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | — | | $— | 31,370 | 7 | $3,563,946 | | Kathleen A. Waters | 3/15/2021 | 8,079 | | — | | $108.93 | 3/15/2026 | — | | $— | — | | $— | | | 3/15/2022 | 7,954 | 2 | 7,954 | 2 | $110.63 | 3/15/2027 | — | | $— | — | | $— | | | 3/15/2025 | — | | 9,263 | 2 | $143.45 | 3/15/2030 | — | | $— | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 1,989 | 6 | $225,970 | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 4,829 | 5 | $548,623 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 18,411 | 4 | $2,091,674 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 51,330 | 5 | $5,831,601 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | 7,025 | 4 | $798,110 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | — | | $— | 21,074 | 7 | $2,394,217 | | | 3/15/2025 | — | | — | | $— | — | 3,346 | 4 | $380,139 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | — | | $— | 20,078 | 7 | $2,281,062 | | James O. Hearty | 3/15/2022 | 2,892 | 2 | 2,892 | 2 | $110.63 | 3/15/2027 | — | | $— | — | | $— | | | 3/15/2025 | — | | 3,281 | 2 | $143.45 | 3/15/2030 | — | | $— | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 723 | 6 | $82,140 | — | | $— | | | 3/15/2022 | — | | — | | $— | — | 1,756 | 5 | $199,499 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 7,365 | 4 | $836,738 | — | | $— | | | 3/15/2023 | — | | — | | $— | — | 20,533 | 5 | $2,332,754 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | 2,488 | 4 | $282,662 | — | | $— | | | 3/15/2024 | — | | — | | $— | — | — | | $— | 7,464 | 7 | $847,985 | | | 3/15/2025 | — | | — | | $— | — | 1,185 | 4 | $134,628 | — | | $— | | | 3/15/2025 | — | | — | | $— | — | — | | $— | 7,110 | 7 | $807,767 |

  54. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    1The market value of shares or units of stock that have not vested reflects the $113.61 per share closing price of our Common Stock on December 31, 2025, the last trading day of the year, as reported by the NYSE. 2These SSARs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award. 3These RSUs vest 50% each on the second and third anniversaries of the grant date, subject to the terms and conditions of the award. 4These RSUs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award. 5These PSUs vested 100% on March 15, 2026. 6These RSUs vested 100% on March 15, 2026. 7These PSUs vest 100% on third anniversary of the grant date, subject to the terms and conditions of the award, including achievement of the performance conditions. In accordance with applicable SEC rules, the amounts listed here reflect the shares that may be earned upon achievement of the maximum performance criteria. 8These RSUs vest 100% on September 22, 2026, subject to the terms and conditions of the award.

  55. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Notice of 2026 Annual Meeting and Proxy Statement | 54 |

  56. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table sets forth information concerning the exercise of SSARs (which are treated as options for this table), and the vesting of stock awards held by each of the NEOs during 2025.

  57. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Javier J. Rodriguez | — | $— | 12,474 | $1,516,215 | | Joel Ackerman | — | $— | 14,615 | $2,096,522 | | David P. Maughan | — | $— | 40,824 | $5,628,346 | | Kathleen A. Waters | — | $— | 14,726 | $2,112,445 | | James O. Hearty | 2,704 | $386,280 | 5,354 | $768,031 |

  58. 2025 Option Exercises and Stock Vested Table

    1Value realized on exercise is determined by subtracting the exercise or base price from the applicable closing stock price at exercise, as reported by the NYSE, and multiplying the remainder by the number of shares exercised. 2Value realized on vesting is determined by multiplying the number of shares underlying RSUs or PSUs by the closing stock price on the last trading day before vesting, as reported by the NYSE.

  59. No U.S. Pension Benefits

    No U.S. Pension Benefits The Company does not sponsor or maintain a defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement for any of our NEOs or other U.S. teammates.

  60. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information concerning the Company’s Deferred Compensation Plan, a nonqualified deferred compensation plan.

  61. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table

  62. 2025 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)2 | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Javier J. Rodriguez | $— | $— | $220,743 | $— | $1,617,427 | | Joel Ackerman | $— | $— | $301,603 | $— | $2,187,988 | | David P. Maughan3 | $— | $— | $— | $— | $— | | Kathleen A. Waters | $443,832 | $— | $233,924 | $(238,336) | $2,214,700 | | James O. Hearty3 | $— | $— | $— | $— | $— |

  63. 2025 Nonqualified Deferred Compensation Table

    1The amount disclosed in the table above for Ms. Waters is reported in the "Salary" column of the 2025 Summary Compensation Table. Ms. Waters deferred $114,231 and $281,003 in 2024 and 2023, respectively. 2None of the earnings in this column are included in the 2025 Summary Compensation Table because they are not preferential or above market. 3Messrs. Maughan and Hearty did not participate in any of the Company’s nonqualified deferred compensation plans in 2025 or in any prior years. Deferred Compensation Plan The 2025 Nonqualified Deferred Compensation Table presents amounts deferred under our Deferred Compensation Plan.

  64. Severance Payments and Benefits

    | Pay Ratio Disclosure |

  65. Identification of Median Teammate

    | Pay Versus Performance |

  66. Identification of Median Teammate

    | Year 1 | Summary Compensation Table Total for PEO 2 ($) | Compensation Actually Paid to PEO 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 2 ($) | Average Compensation Actually Paid to Non-PEO NEOs 4 ($) | Value of Initial Fixed $100 Investment Based On: 5 | | Net Income ($) | Adjusted Earnings per Share 7 ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return 6 ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 18,210,597 | 18,939,532 | 4,406,995 | 1,035,676 | 96.77 | 113.00 | 1,078,716,000 | 10.78 | | 2024 | 21,807,489 | 20,569,084 | 5,314,871 | 13,647,050 | 127.38 | 94.85 | 1,250,737,000 | 10.69 | | 2023 | 6,712,328 | 4,811,039 | 6,408,000 | 14,576,297 | 89.23 | 92.92 | 956,978,000 | 8.19 | | 2022 | 2,984,581 | (86,403,681) | 4,203,738 | (8,601,804) | 63.60 | 88.35 | 781,643,000 | 7.13 | | 2021 | 3,298,439 | (13,076,235) | 4,262,738 | 3,784,342 | 96.90 | 110.00 | 1,211,762,000 | 9.24 |

  67. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE

  68. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Pamela M. Arway | $302,500 | $199,949 | $502,449 | | Charles G. Berg3 | $58,132 | $136,262 | $194,394 | | Barbara J. Desoer | $190,000 | $199,949 | $389,949 | | Jason M. Hollar | $177,500 | $199,949 | $377,449 | | Dr. Gregory J. Moore, M.D., Ph.D. | $180,000 | $199,949 | $379,949 | | Dennis W. Pullin | $122,500 | $199,949 | $322,449 | | Adam H. Schechter | $137,500 | $199,949 | $337,449 | | Wendy L. Schoppert | $140,000 | $199,949 | $339,949 | | Phyllis R. Yale | $180,000 | $199,949 | $379,949 |

  69. 2025 DIRECTOR COMPENSATION TABLE

    1Consists of the amounts described below under the subsections “— Annual Retainers” and “— Meeting Fees”. With respect to Mr. Berg, includes the prorated portion of the $25,000 second quarter cash retainer in the amount of $18,132. 2The amounts reported in this column reflect the aggregate grant date fair value of all direct stock issuance awards ("DSI") granted to our non-employee directors during 2025 as estimated by the Company in accordance with FASB ASC Topic 718. This includes four quarterly grants under the Director Compensation Policy (as defined below) granted on March 15, 2025, May 15, 2025, August 15, 2025, and November 15, 2025. Mr. Berg received a prorated quarterly grant on June 5, 2025 for the quarter in which he retired from the Board. See Note 17 to the Consolidated Financial Statements included in our 2025 Form 10-K for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to FASB ASC Topic 718. As of December 31, 2025, no non-employee director had any outstanding equity awards. 3Mr. Berg did not stand for reelection at the 2025 Annual Meeting, and his service on the Board terminated effective June 5, 2025.

  70. 2025 DIRECTOR COMPENSATION TABLE

    | | Notice of 2026 Annual Meeting and Proxy Statement | 66 |

  71. Director Compensation

    Director Compensation Our non-employee director compensation program, which is embodied in our non-employee director compensation policy (the “Director Compensation Policy”), is designed to attract and retain highly-qualified directors and to align the interests of our directors with the long-term interests of our stockholders. The Compensation Committee is responsible for recommending to the Board the compensation of our non-employee directors. As part of this process, the Compensation Committee reviews the compensation program for our non-employee directors no less than annually and considers input from its independent compensation consultant, Compensia, regarding general market practices on director compensation as well as comparative market data for our comparator peer group, which is the same peer group used for purposes of evaluating the competitiveness of our executive compensation program. The Compensation Committee also considers feedback received on our director compensation program through engagement with our stockholders. The following describes the compensation paid to our non-employee directors for service as a director during 2025 under the Director Compensation Policy, as set forth in the table above. Directors who are current teammates or officers do not receive compensation for service on the Board or any committee of the Board.

  72. 2026 Updates to the Director Compensation Policy

    2026 Updates to the Director Compensation Policy Effective April 1, 2026, the Board, at the recommendation of the Compensation Committee, revised the Director Compensation Policy to streamline administration and better align our program with the practices of our peers. Key updates to the policy include the elimination of meeting fees and an increase in the annual base retainer from $100,000 to $110,000 for all eligible directors. In addition, the new policy updated the annual retainers for Board committee chairs and committee members as follows: Audit Committee Chair: $70,000; Audit Committee Member: $20,000; Compensation Committee Chair: $62,500; Compensation Committee Member: $12,500; Compliance and Quality Committee Chair: $60,000; Compliance and Quality Committee Member: $10,000; Nominating and Governance Committee Chair: $60,000; Nominating and Governance Committee Member: $10,000; in each case, prorated for the portion of the year that these updates became effective.

  73. 2026 Updates to the Director Compensation Policy

    | Compensation Committee Interlocks and Insider Participation |

  74. 2026 Updates to the Director Compensation Policy

    No member of the Compensation Committee has served as one of our officers or employees at any time. During 2025, none of our executive officers served as a member of the compensation committee or board of directors of any other company whose executive officer(s) served as a member of our Compensation Committee or Board.

  75. 2026 Updates to the Director Compensation Policy

    | | Notice of 2026 Annual Meeting and Proxy Statement | 68 |

  76. 2026 Updates to the Director Compensation Policy

    | Certain Relationships and Related Person Transactions |

  77. 2026 Updates to the Director Compensation Policy

    We or one of our subsidiaries may occasionally enter into transactions with certain “related persons.” Related persons include our executive officers, directors, nominees for directors, more than 5% beneficial owners of our Common Stock and immediate family members of these persons. We refer to any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which: (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; (ii) the Company or any of its consolidated subsidiaries is or will be a participant; and (iii) a related person has a direct or indirect material interest, as “related person transactions.” Each related person transaction must be approved in accordance with the Company’s written Related Person Transaction Policy by our Audit Committee or, if our Audit Committee determines that the approval of such related person transaction should be considered by all disinterested members of the Board, by the vote of a majority of such disinterested members. When determining whether to approve a related person transaction, the Audit Committee or the disinterested members of the Board shall consider all relevant information available concerning the related person transaction, including, without limitation, the following: –the size of the transaction and the amount payable to a related person; –the nature of the interest of the related person in the transaction; –whether the transaction may involve a conflict of interest; –whether the transaction was undertaken in the ordinary course of business of the Company; –whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; and –any other information regarding the transaction or related person that would be material to investors in light of the circumstances of the transaction. On April 30, 2024, the Company entered into an agreement (the "share repurchase agreement") with Berkshire Hathaway Inc. on behalf of itself and its affiliates (collectively, "Berkshire"). Berkshire is the beneficial owner of more than 5% of the Company’s Common Stock, and the share repurchase agreement was approved by the Audit Committee in accordance with the Company’s Related Person Transaction Policy. Under the share repurchase agreement, at any time Berkshire beneficially owns at least 45.0% of the issued and outstanding Common Stock of the Company in the aggregate, the Company will repurchase from Berkshire, and Berkshire will sell to the Company, on a quarterly basis, a number of shares of Common Stock sufficient to return Berkshire’s aggregate beneficial ownership to 45.0% of the Company's issued and outstanding Common Stock. The per share price the Company will pay Berkshire for any such share repurchase will be the volume-weighted average price per share paid by the Company for any shares of Common Stock repurchased by the Company from public stockholders pursuant to the Company’s share repurchase program during the applicable repurchase period. Under the share repurchase agreement, repurchases of Common Stock by the Company from Berkshire will occur on the date that is two business days prior to the date of the Company’s regular quarterly or annual investor call to publicly report earnings; however, if at any time the Company determines that Berkshire beneficially owns or will beneficially own shares of Common Stock representing more than 49.5% of the issued and outstanding Common Stock in the aggregate, such determination will trigger immediate share repurchases under the agreement. During 2025, pursuant to the terms of the share repurchase agreement, the Company repurchased 3,386,505 shares of Common Stock from Berkshire for approximately $485 million at an average price paid of $143.11 per share.

  78. 2026 Updates to the Director Compensation Policy

    | Audit Committee Report |

  79. 2026 Updates to the Director Compensation Policy

    The Audit Committee of the Board of Directors (the "Audit Committee") is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee is composed of four directors, each of whom is independent as defined by New York Stock Exchange listing standards. The Audit Committee operates under a written charter approved by the Board of Directors. The Audit Committee is directly responsible for the appointment and compensation of the Company’s independent registered public accounting firm, KPMG LLP ("KPMG"), as well as monitoring the independence, qualifications and performance of KPMG and the scope and effectiveness of the Company’s internal audit function. In addition, the Audit Committee has considered whether the provision of non-audit services to the Company by KPMG is compatible with maintaining KPMG’s independence. Management is responsible for internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and an audit of the effectiveness of internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee has met and held discussions with the Company’s internal auditors and KPMG, with and without management present, to discuss the scope of their audit plans, results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee engaged KPMG to conduct the independent audit for the year ended December 31, 2025. The Audit Committee reviewed and discussed with management the Company's audited consolidated financial statements, as of and for the year ended December 31, 2025. The Audit Committee also discussed with KPMG the matters required to be reviewed and discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG's communications with the Audit Committee concerning independence, and has discussed with KPMG their independence. Based upon the Audit Committee’s reviews and discussions, referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission.

  80. Note on Non-GAAP Financial Measures

    | Adjusted Earnings per Share for Pay vs. Performance disclosure: | Year ended December 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | (Per share) | | | | | | Diluted net income per share attributable to DaVita Inc. | $9.84 | $10.73 | $7.42 | $5.85 | $8.90 | | Cybersecurity incident-related charges, net of tax | 0.25 | — | — | — | — | | Gain on changes in ownership interests, net of tax | — | (1.22) | — | — | — | | Severance and other costs, net of tax | — | — | 0.23 | 0.19 | — | | Legal matter, net of tax | 0.33 | — | 0.37 | — | — | | IKC adjustment, net of tax | — | — | (0.45) | — | — | | Earn-out revaluation, net of tax | — | — | (0.06) | — | — | | Goodwill impairment, net of tax | — | — | 0.21 | — | — | | Other income - Mozarc net loss (gain), net of tax | 0.44 | — | (0.12) | — | — | | Debt prepayment and refinancing charges, net of tax | — | 0.17 | 0.07 | — | — | | Income tax impact related to prior legal matter | 0.25 | — | — | — | 0.23 | | Net income from discontinued operations, net of tax | (0.33) | — | — | (0.14) | — | | Other adjustments pursuant to PSU program for applicable year, net of tax | — | 1.01 | 0.52 | 1.23 | 0.12 | | Adjusted Earnings per Share for Pay vs. Performance disclosure | $10.78 | $10.69 | $8.19 | $7.13 | $9.24 |