DEF 14A of Universal Health Services Inc, Apr 9, 2026

DEF 14A of Universal Health Services Inc

Filed Apr 9, 2026 · FY20250001193125-26-148814

Open on EDGAR

  1. 21. Q: What are our voting rights with respect to the election of directors?

    21. Q: What are our voting rights with respect to the election of directors? A: Our Restated Certificate of Incorporation provides that, with respect to the election of directors, holders of Class A Common Stock vote as a class with the holders of Class C Common Stock, and holders of Class B Common Stock vote as a class with holders of Class D Common Stock, with holders of all classes of Common Stock entitled to one vote per share.

  2. 21. Q: What are our voting rights with respect to the election of directors?

    | 5 | | Universal Health Services, Inc. 2026 Proxy Statement |

  3. 21. Q: What are our voting rights with respect to the election of directors?

    Each holder of Class A Common Stock may cumulate his or her votes for directors giving one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of shares of Class A Common Stock, or he or she may distribute his or her votes on the same principle among as many candidates as he or she shall see fit. For a holder of Class A Common Stock to exercise his or her cumulative voting rights, the stockholder must give notice at the meeting of such intention to cumulate votes. As of March 23, 2026, the shares of Class A and Class C Common Stock, which constituted 11.9% of the aggregate outstanding shares of our Common Stock, had the right to elect five members of the Board of Directors and constituted 91.3% of our general voting power; and as of that date the shares of Class B and Class D Common Stock (excluding shares issuable upon exercise of options), which constituted 88.1% of the outstanding shares of our Common Stock, had the right to elect two members of the Board of Directors and constituted 8.7% of our general voting power.

  4. 22. Q: What are our voting rights with respect to matters other than the election of directors?

    22. Q: What are our voting rights with respect to matters other than the election of directors? A: As to matters other than the election of directors, our Restated Certificate of Incorporation provides that holders of Class A, Class B, Class C and Class D Common Stock all vote together as a single class, except as otherwise provided by law. Each share of Class A Common Stock entitles the holder thereof to one vote; each share of Class B Common Stock entitles the holder thereof to one-tenth of a vote; each share of Class C Common Stock entitles the holder thereof to 100 votes (provided the holder of Class C Common Stock holds a number of shares of Class A Common Stock equal to ten times the number of shares of Class C Common Stock that holder holds); and each share of Class D Common Stock entitles the holder thereof to ten votes (provided the holder of Class D Common Stock holds a number of shares of Class B Common Stock equal to ten times the number of shares of Class D Common Stock that holder holds). In the event a holder of Class C or Class D Common Stock holds a number of shares of Class A or Class B Common Stock, respectively, less than ten times the number of shares of Class C or Class D Common Stock that holder holds, then that holder will be entitled to only one vote for every share of Class C Common Stock, or one-tenth of a vote for every share of Class D Common Stock, which that holder holds in excess of one-tenth the number of shares of Class A or Class B Common Stock, respectively, held by that holder. The Board of Directors, in its discretion, may require holders of Class C or Class D Common Stock to provide satisfactory evidence that such owner holds ten times as many shares of Class A or Class B Common Stock as Class C or Class D Common Stock, respectively, if such facts are not apparent from our stock records.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Restated Certificate of Incorporation provides for a Board of Directors of not fewer than three members nor more than nine members, the exact number to be determined by the Board of Directors. The Board of Directors is currently comprised of seven members, and is divided into three classes, with members of each class serving for a three-year term. At each Annual Meeting of Stockholders, directors are chosen to succeed those in the class whose term expires at such Annual Meeting and, in the case of this Annual Meeting, directors will be elected as Class III directors. Holders of shares of our outstanding Class B and Class D Common Stock (voting together as a single class) are entitled to elect two directors, currently one in Class II and one in Class III, and the holders of Class A and Class C Common Stock (voting together as a single class) are entitled to elect the remaining directors, currently three in Class I, one in Class II, and one in Class III. The persons listed below include the members of our Board of Directors whose term of office will continue after the meeting and nominees. The terms of the current Class III directors, Mr. Alan B. Miller and Ms. Nina Chen-Langenmayr, expire at the 2026 Annual Meeting. Mr. Alan B. Miller has been nominated to be elected by the holders of Class A and Class C Common Stock and Ms. Nina Chen-Langenmayr has been nominated to be elected by the holders of Class B and Class D Common Stock. We have no reason to believe that any of the nominees will be unavailable for election; however, if either nominee becomes unavailable for any reason, the shares represented by the Proxy will be voted for the person, if any, who is designated by the Board of Directors to replace the nominee. All nominees have consented to be named and have indicated their intent to serve if elected. The following information is furnished with respect to each of the nominees for election as a director and each member of the Board of Directors whose term of office will continue after the meeting. The Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, including diversity of gender and race that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The Board has refreshed the Board by replacing 80% of the non-management members of the Board within the last eight years. The Board has three female members, one of whom, Eileen McDonnell, serves as lead director and one of whom is a member of an underrepresented minority group.

  6. ELECTION OF DIRECTORS

    | 15 | | Universal Health Services, Inc. 2026 Proxy Statement |

  7. Director Nominees

    Director Nominees

  8. Class III Directors

    Class III Directors

  9. Class III Directors

    | Nina Chen-Langenmayr | | | | Director Since: 2022 Age: 69 | Class of Stockholders Entitled to Vote: • B Common • D Common | Committee Membership: • Quality and Compliance • Compensation | | | Business Experience Ms. Chen-Langenmayr serves on the Board of Directors for The Welcoming Center in Philadelphia where she was formerly a Special Projects Consultant since 2013. Ms. Chen-Langenmayr previously served as Partner, Client Relationship Management Group at Mercer. Ms. Chen-Langenmayr has multiple years of experience in the human capital management and outsourcing arena, particularly in the pharmaceutical and healthcare industries. She is a Juris Doctor and Founding Member of the Asian Pacific American Bar Association of Pennsylvania and a member of the Forum of Executive Women. | |

  10. Class III Directors

    | Alan B. Miller | | | | Director Since: 1978 Age: 88 | Class of Stockholders Entitled to Vote: • A Common • C Common | Committee Membership: • Executive (Chair) • Finance (Chair) | | | Business Experience Mr. Alan B. Miller, who had previously served as our Chief Executive Officer since our inception in 1978, stepped down from that role effective as of January 1, 2021 and assumed the role of Executive Chairman of the Board. Prior to 1978, Mr. Alan B. Miller was Chairman of the Board, Chief Executive Officer and President of American Medicorp, Inc. Mr. Alan B. Miller continues to serve as Chairman of the Board of Trustees, Chief Executive Officer and President of Universal Health Realty Income Trust. He is the father of Marc D. Miller, a Director, and our Chief Executive Officer and President. | |

  11. Class III Directors

    | 16 | | Universal Health Services, Inc. 2026 Proxy Statement |

  12. Directors whose Terms Expire in 2027

    Directors whose Terms Expire in 2027

  13. Class I Directors

    Class I Directors

  14. Class I Directors

    | Eileen C. McDonnell | | | | Director Since: 2013 Age: 63 | Class of Stockholders Entitled to Vote: • A Common • C Common | Committee Membership: • Audit (Chair) • Compensation (Chair) • Nominating and Governance • Executive | | | Business Experience Ms. McDonnell previously served as Chairman and CEO of the Penn Mutual Life Insurance Company. She joined Penn Mutual in 2008 and retired as CEO in 2021, after serving in that capacity for a decade. Ms. McDonnell was appointed to The Penn Mutual Board of Trustees in 2010 and retired from its Board in March of 2026. Before joining Penn Mutual, Ms. McDonnell founded ExecMPower, a strategic planning and executive coaching consultancy. Ms. McDonnell also served as a Director of the Insurance Federation of Pennsylvania and was a national advisor to VisionForward, an initiative of Drexel University College of Medicine Institute for Women’s Health and Leadership. | |

  15. Class I Directors

    | Marc D. Miller | | | | Director Since: 2006 Age: 55 | Class of Stockholders Entitled to Vote: • A Common • C Common | Committee Membership: • Executive • Finance | | | Business Experience Mr. Miller was appointed as our Chief Executive Officer in January 2021 and continues to serve as President. Mr. Miller previously served as Senior Vice President and Co-Head of our Acute Care Division since 2007 and served as a Vice President since 2004. He also served in various roles in our Acute Care Division since 2003 and served in other management positions at various hospitals from 1999 to 2003. Mr. Miller currently serves as a member of the Board of Trustees of Universal Health Realty Income Trust and previously served as a member of the Board of Directors of Premier, Inc. Mr. Miller is the son of Alan B. Miller, our Executive Chairman, and former Chief Executive Officer. | |

  16. Class I Directors

    | Elliot J. Sussman, M.D. | | | | Director Since: 2018 Age: 74 | Class of Stockholders Entitled to Vote: • A Common • C Common | Committee Membership: • Audit • Compensation • Nominating and Governance (Chair) • Quality and Compliance (Chair) | | | Business Experience Dr. Sussman previously served as Founder and Chairman of The Villages Health from 2012 to 2026, and previously served as President and Chief Executive Officer of Lehigh Valley Hospital and Health Network from 1993 to 2010. He was a member of the Board of Directors of Yale New Haven Health System from 2011 to 2023. Dr. Sussman previously chaired the boards of the Council of Teaching Hospitals and of the Association of American Medical Colleges. | |

  17. Class I Directors

    | 17 | | Universal Health Services, Inc. 2026 Proxy Statement |

  18. Directors whose Terms Expire in 2028

    Directors whose Terms Expire in 2028

  19. Class II Directors

    Class II Directors

  20. Class II Directors

    | Warren J. Nimetz | | | | Director Since: 2018 Age: 69 | Class of Stockholders Entitled to Vote: • A Common • C Common | Committee Membership: • Executive • Finance | | | Business Experience Mr. Nimetz is currently Of Counsel and was a Partner at the law firm of Norton Rose Fulbright US LLP since 1987. We utilized during the year ended December 31, 2025, and currently utilize, the services of Norton Rose Fulbright US LLP as outside counsel. | |

  21. Class II Directors

    | Maria R. Singer | | | | Director Since: 2020 Age: 52 | Class of Stockholders Entitled to Vote: • B Common • D Common | Committee Membership: • Audit • Finance • Nominating and Governance • Quality and Compliance | | | Business Experience Ms. Singer is Chief Operating Officer, Corporate Finance at Houlihan Lokey. She previously served as Managing Director and COO of Blackstone Advisory Partners from 2008-2015. She served in various roles at Lehman Brothers, Inc. from 2002-2008, including Senior Vice President, Office of the Chairman and Senior Vice President, Debt Capital Markets. | |

  22. Class II Directors

    See the “Corporate Governance” section for additional information about our Board of Directors.

  23. Class II Directors

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THESE NOMINEES AS DIRECTORS. |

  24. Class II Directors

    One Class III director will be elected by the highest number of affirmative votes of the shares of Class A and Class C Common Stock, voting together as a single class, present in person or represented by proxy and entitled to vote, and one Class III director will be elected by the highest number of affirmative votes of the shares of Class B and Class D Common Stock, voting together as a single class, present in person or represented by proxy and entitled to vote. Withheld votes and broker non-votes will not affect the outcome of the election.

  25. Class II Directors

    | 18 | | Universal Health Services, Inc. 2026 Proxy Statement |

  26. Elements of Compensation

    | • Annual Base Salary | • Annual Cash Incentive | • Long-term Incentive Award | | • Deferred Compensation | • Retirement Benefits | • Other Benefits, including Perquisites |

  27. Elements of Compensation

    Annual Base Salary Our annual base salary levels are intended to be consistent with competitive pay practices and level of responsibility, with salary increases reflecting competitive trends, our overall financial performance, the performance of each individual executive and general economic conditions. In establishing the base salary for our NEOs, various criteria are reviewed including the following: • the executive officer’s achievements, performance in his or her position with us, taking into account the tenure of service, the complexity of the position and current job responsibilities; • company financial performance, and; • salaries of similar positions in our compensation peer group and general industry comparisons. For our NEOs during 2025, excluding our Executive Chairman, Mr. Alan B. Miller, we targeted their base salary at the median (50th percentile) of the compensation peer group (listed above), along with the median of broader general industry data, to establish our base market rate. We generally consider our base salaries to be competitive if they are approximately within a 15% range of the median market rate. For 2025, Messrs. Marc Miller, Filton, Peterson and Sim’s salaries were within 15% of the data (as assessed relative to our peer and general industry groups). However, actual base salaries are not dictated solely by the median market rate. We also take into account an individual’s expertise, tenure in the position, responsibilities and achievements. Annual Cash Incentives Cash incentives for our NEOs are awarded under the Executive Incentive Plan (the "Plan"). The Plan is intended to support our efforts to attract, retain and motivate highly qualified senior management and other executive officers of the Company and its affiliates through the payment of performance-based incentive compensation. Annual incentive compensation may be awarded under the Plan to our NEOs and others as selected by the Compensation Committee for any calendar year. The Compensation Committee believes that the payment of cash incentives to our NEOs under the Plan is consistent with the objectives for our compensation programs by rewarding such officers for the achievement of specified business goals and performance objectives and that may increase the value of our stock. The amount of an employee’s cash incentive award for a calendar year is based upon the employee’s target cash incentive and the extent to which the performance goal(s) applicable to the employee are achieved. For each calendar year, an employee’s target cash incentive will be equal to a fixed percentage of the employee’s base salary earned during the year. The Compensation Committee establishes performance goals for the NEOs using such business criteria and other measures of performance discussed herein and the Compensation Committee will establish objective performance goals based upon one or more of the following business criteria: • attainment of certain target levels of, or a specified increase in, after-tax or pre-tax profits; • attainment of certain target levels of, or a specified increase in, earnings per diluted share or adjusted earnings per diluted share, and; • attainment of certain target levels of, or a specified increase in, return on capital or return on invested capital. 2025 Annual Cash Incentive Formula and Performance Goals: On March 19, 2025, the Compensation Committee approved specific bonus formulae for the determination of the target annual incentive compensation for the Company’s NEOs pursuant to the Plan for the year ending

  28. Elements of Compensation

    December 31, 2025. Under the formulae approved by the Compensation Committee, each of the Company’s NEOs was assigned a percentage of such executive officer’s 2025 base salary as a target bonus based upon corporate performance criteria. The corporate performance criteria target bonus award indicated below for Mr. Marc D. Miller is stipulated in his employment agreement, as discussed herein. Mr. Alan B. Miller, who previously served as our Chief Executive Officer and Chairman of the Board of Directors, transitioned to the role of Executive Chairman of the Board of Directors effective January 1, 2021. In connection with his role as Executive Chairman, Mr. Alan B. Miller does not participate in the Plan, however, he may be entitled to bonuses and other compensation (including discretionary annual incentive bonuses) as may be determined by the Compensation Committee. With respect to: • Messrs. Marc D. Miller and Filton – 100% of their annual incentive bonus for 2025 was based upon the corporate performance criteria, as described below. • Messrs. Sim and Peterson – their 2025 annual incentive bonus was based upon: • 25% of their annual salary based upon the achievement of the corporate performance criteria, and; • 75% of their annual salary based upon the achievement of the divisional income, as described below. The following table shows each executive officer’s target bonus as a percentage of their base salary for 2025.

  29. Elements of Compensation

    | Name | Title | Target Incentive Bonus Award as a % of salary | | Marc D. Miller | Chief Executive Officer and President | 150% | | Steve G. Filton | Executive Vice President and Chief Financial Officer | 100% | | Edward H. Sim | Executive Vice President and President-Acute Care Division | 100% | | Matthew J. Peterson | Executive Vice President and President-Behavioral Health Division | 100% |

  30. Elements of Compensation

    Based upon our actual operating results experienced during the six months ended June 30, 2025, and the nine months ended September 30, 2025, we publicly disclosed increases to our previously disclosed estimated range of adjusted net income per diluted share attributable to UHS for 2025, as indicated below. However, our annual incentive performance targets were not impacted by these publicly disclosed revisions to our initial estimated range of adjusted net income per diluted share attributable to UHS for 2025. in July, 2025, we increased the lower end of the range to $20.00 per diluted share (from $18.45 per diluted share) and increased the upper end of the range to $21.00 per diluted share (from $19.95 per diluted share). • in October, 2025, we increased the lower end of the range to $21.50 per diluted share (from $20.00 per diluted share) and increased the upper end of the range to $22.10 per diluted share (from $21.00 per diluted share). Consistent with the certain components of the 2025 operating results forecast, as publicly disclosed on February 26, 2025, on March 19, 2025, the Compensation Committee approved specific formulae for determination of annual cash incentive targets, based on corporate performance criteria as reflected below, pursuant to the Plan for the year ended December 31, 2025. In the event that our adjusted net income attributable to UHS and/or the return on capital falls below the minimum end of the target ranges outlined below, no incentive compensation, that is based upon the corporate performance criteria, is earned. On March 26, 2026, the Compensation Committee determined that, based upon our actual operating results for the year ended December 31, 2025, as publicly disclosed on February 25, 2026, the corporate performance criteria were achieved as indicated below. During 2025, our adjusted net income attributable to UHS was $21.74 per diluted share, as computed on Annex A. This adjusted net income attributable to UHS per diluted share for 2025 was publicly disclosed and reconciled to our reported 2025 net income per diluted share attributable to UHS of $23.10, as computed on the Schedule of Non-GAAP Supplemental Information included with our financial results for the year ended December 31, 2025. The Return on Capital is calculated by dividing our annual adjusted net income attributable to UHS by the consolidated average net capital.

  31. Elements of Compensation

    For each of our named executive officers that had approved specific bonus formulae for the determination of annual incentive compensation pursuant to the Plan, the following table sets forth the actual 2025 annual incentive bonuses paid out as well as the pre-established ranges of potential payouts under our non-equity incentive plan.

  32. Elements of Compensation

    | | | 2025 Non-Equity Incentive Plan Awards | | | | | Name | Title | Actual | Minimum | Target | Maximum | | Marc D. Miller | Chief Executive Officer and President | $4,292,307 | $300,461 | $2,146,154 | $4,292,307 | | Steve G. Filton | Executive Vice President and Chief Financial Officer | $1,706,598 | $119,462 | $853,299 | $1,706,598 | | Edward H. Sim | Executive Vice President and President-Acute Care | $1,604,048 | $112,283 | $802,024 | $1,604,048 | | Matthew J. Peterson | Executive Vice President and President-Behavioral Health Care | $1,353,545 | $100,796 | $719,971 | $1,439,942 |

  33. Elements of Compensation

    Mr. Alan B. Miller, our Executive Chairman, receives compensation pursuant to his employment agreement which provided for a base salary of approximately $1.1 million in 2025, and the potential for a discretionary cash bonus, as determined by our Compensation Committee. In March, 2026, a discretionary cash bonus of approximately $1.1 million was approved by our Compensation Committee and paid to Mr. Alan B. Miller for the year ended December 31, 2025. The performance goals related to the Plan, as outlined above, are generally based upon the achievement of our business plan financial objectives. Performance goals are established at reasonably aggressive levels to encourage and motivate executive performance and attainment of our financial objectives. For a further description of the cash incentives and other elements of compensation granted to our named executive officers for 2025, 2024 and 2023, please refer to the Summary Compensation Table in this Proxy Statement. Long-Term Incentives The Compensation Committee believes that the grant of equity-based, long-term compensation, primarily in the form of time-based restricted stock units and performance-based restricted stock units to our NEOs is appropriate to attract and retain such individuals and to motivate them to enhance stockholder value. Further, long-term incentive awards reward individuals for their performance and achievement of business goals. The Compensation Committee believes that our best interests will be advanced by enabling our NEOs, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards that may increase in value in conjunction with an increase in the value of our common stock. As is the case with respect to base salaries, a number of factors are taken into account in calibrating grants of long-term incentive awards, including an individual’s performance in light of his or her position, responsibilities and contribution to our financial performance. In addition, the Compensation Committee takes into account an individual’s potential contribution to our growth and productivity. In determining appropriate long-term incentive grants, there is no other predetermined formula, factors or specified list of criteria that is followed. For a description of the long-term incentive awards granted to our named executive officers for 2025, please read the Summary Compensation Table and the Grants of Plan-Based Awards Table included in this Proxy Statement.

  34. Elements of Compensation

    Equity Grant Practices and Annual Stock-Based Compensation: The Compensation Committee generally grants annual equity awards on specific dates that are scheduled in advance, which generally coincide with regularly scheduled meetings of the Compensation Committee and the Board of Directors in the first quarter of each year. We do not have any plans to select equity award grant dates for our NEOs in coordination with the release of material non-public information. Typically, equity awards are granted to our NEOs at the same time as equity awards are granted to our other employees. In certain circumstances, such as new hires or promotions, equity awards in the form of RSUs, are granted separately by the Compensation Committee or our CEO and Chief Financial Officer who are duly authorized by the Compensation Committee. The Compensation Committee awards annual stock-based compensation to our CEO and other NEOs in the form of a mix of time-based RSUs and performance-based RSUs. As discussed below, the performance-based RSUs will be earned based upon the achievement of the three-year growth in our adjusted earnings before interest, taxes, depreciation and amortization and the impacts of other income/expense, as compared to a target range of pre-established thresholds. The Compensation Committee believes that RSUs and performance-based RSU awards can be effective in achieving our compensation objectives because it provides employees with a strong retention incentive and aligns the value of the award with our stock price performance. The Compensation Committee may provide that restricted stock units/performance-based restricted stock units awards shall earn dividends or dividend equivalents (payable in cash or additional shares, or a combination of cash and shares), however, dividends or dividend equivalents may not be paid with respect to any RSU/performance-based RSU award until vesting requirements are satisfied. Generally, holders of RSUs/performance-based RSUs receive dividend equivalents which are subject to vesting in line with the underlying award to which they relate. Granting of 2025 Time-Based Restricted Stock Units ("RSUs") and Performance-Based Restricted Stock Units ("PBRSUs"): Consistent with the practice discussed above, in March of 2025, our CEO and other NEOs each received RSUs and PBRSUs. The PBRSUs granted in 2025 (as well as in 2024 and 2023), which were based upon the closing price of our Class B Common Stock on the date of grant, are earned based upon the achievement of the three-year growth in our adjusted earnings before interest, taxes, depreciation and amortization and the impacts of other income/expense ("Adjusted EBITDA net of NCI"), as compared to a target range of pre-established thresholds. The pre-established target ranges applicable to the PBRSUs granted to our NEOs during each of the last three years provide for the following:

  35. Elements of Compensation

    | | Time-based | | | Grant date | Grant date | | | RSUs | PBRSUs | Total | market price | value | | Marc D. Miller | 28,077 | 28,077 | 56,154 | $178.08 | $9,999,904 | | Alan B. Miller | 14,213 | 14,213 | 28,426 | $178.08 | $5,062,102 | | Steve G. Filton | 6,879 | 6,879 | 13,758 | $178.08 | $2,450,025 | | Edward H. Sim | 6,431 | 6,431 | 12,862 | $178.08 | $2,290,465 | | Matthew J. Peterson | 5,651 | 5,651 | 11,302 | $178.08 | $2,012,660 |

  36. Elements of Compensation

    In determining the number of RSUs and PBRSUs to award to our NEOs, the Compensation Committee reviewed the compensation data and competitive performance data prepared for 2025 by our third-party compensation consultant (FW Cook). The Compensation Committee also considered individual performance in light of an NEO's position, responsibilities and contribution to our financial performance as well as his potential contribution to our growth and productivity. Vesting of PBRSUs Granted in 2023 ("2023 PBRSUs): The pre-established 3-year target range of Adjusted EBITDA net of NCI applicable to the 2023 PBRSUs (granted in March, 2023), and our actual Adjusted EBITDA net of NCI for the year ended December 31, 2025, were as follows:

  37. Elements of Compensation

    of our peer group companies, the payout for achievement of minimum performance (Adjusted EBITDA net of NCI of 90% of target) will remain unchanged at 50% of target, while the payout for achievement of maximum performance (Adjusted EBITDA net of NCI of 110% or greater of target) will increase to 200% of target, from 150% of target previously. No payout will be provided for performance that falls below minimum performance level (90% of target). 2020 Stock Incentive Plan: The 2020 Omnibus Stock and Incentive Plan (“2020 Stock Incentive Plan”) provides for the issuance of restricted stock, RSUs, PBRSUs, stock appreciation rights, incentive stock options and non-qualified stock options to purchase shares of our Class B Common Stock, including awards of performance-based stock options with premium exercise prices. The 2020 Stock Incentive Plan is intended to provide a flexible vehicle through which we may offer equity-based compensation incentives to our named executive officers and other eligible personnel in support of our compensation objectives. On January 17, 2024, the Board of Directors adopted an amendment of the amended and restated 2020 Omnibus Stock and Incentive Plan, which was approved by our stockholders at our 2024 Annual Meeting, which among other things increased the number of our Class B Common Stock that may be issued under the 2020 Stock Incentive Plan by 6.0 million (to 18.1 million shares from 12.1 million shares). Subject to the provisions of the 2020 Stock Incentive Plan, the Compensation Committee has the responsibility and full power and authority to select the persons to whom awards will be made, to prescribe the terms and conditions of each award and make amendments thereto, to construe, interpret and apply the provisions of the Stock Incentive Plan and of any agreement or other instrument evidencing an award and to make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Stock Incentive Plan. Restricted Stock Units and Restricted Stock: The 2020 Stock Incentive Plan provides for the grant of restricted units or shares of our Class B Common Stock to eligible personnel for a purchase price equal to par value. Restricted units or shares of our Class B Common Stock can be granted under the 2020 Incentive Plan to our employees or consultants. Generally, our RSU awards vest ratably over four years and our PBRSUs, if the minimum pre-established threshold of Adjusted EBITDA net of NCI is achieved, cliff vest approximately three years from the date of grant. RSUs and PBRSUs awarded under the 2020 Stock Incentive Plan were granted by the Compensation Committee on specific dates that were scheduled in advance, which generally coincided with regularly scheduled meetings of the Compensation Committee and the Board of Directors. There is no separate policy with respect to the timing of RSU and PBRSU awards to our NEOs. RSU and PBRSU awards were granted to our NEOs at the same time as RSU awards were granted to our other employees. In certain circumstances, such as new hires or promotions, RSU awards were granted separately by the Compensation Committee or our Chief Executive Officer and Chief Financial Officer who are duly authorized by the Compensation Committee. Vesting conditions on units or shares issued under the 2020 Incentive Plan may consist of continuing employment for a specified period of time following the purchase date. Alternatively, or in addition, vesting may be tied to the satisfaction of specific performance objectives established by the Compensation Committee based upon any one or more of the business criteria used in determining the bonuses for our named executive officers, as mentioned above. We have the right to repurchase the shares for the same purchase price (par value) if specified vesting conditions are not met. Stock Options: There were no stock option awards issued during 2025 under the 2020 Stock Incentive Plan. Option awards under the 2020 Stock Incentive Plan, which ceased in 2024, were granted by the Compensation Committee on specific dates that were scheduled in advance, which generally coincided with regularly scheduled meetings of the Compensation Committee and the Board of Directors. There was no separate policy with respect

  38. Elements of Compensation

    to the timing of option awards to our NEOs. Option awards were granted to our NEOs at the same time as option awards were granted to our other employees. Stock options have such vesting and other terms and conditions as the Compensation Committee, acting in its discretion, may determine. Generally, grants of stock options vest in equal amounts over four years, are scheduled to expire on the fifth anniversary of the date of grant and, unless otherwise determined, employees must be employed by us for such options to vest. The exercise price per share of Class B Common Stock covered by an option shall be any price determined by the Compensation Committee, but may not be less than 100% of the fair market value of the underlying Class B Common Stock on the date of grant (other than in the case of substitute awards as defined in the plan). The exercise price of incentive stock options shall not be less than 110% of the fair market value on the date of grant if the optionee owns, directly or indirectly, stock possessing more than 10% of the voting power of all classes of our stock. For purposes of the 2020 Stock Incentive Plan, unless otherwise determined by the Compensation Committee, the fair market value of a share of Class B Common Stock as of any given date is the closing sale price per share reported on a consolidated basis for securities listed on the principal stock exchange or market on which the Class B Common Stock is traded on the date as of which such value is being determined or, if there is no sale on that day, then on the next day on which a sale was reported. Deferred Compensation Our Deferred Compensation Plan, which is subject to the applicable provisions of Internal Revenue Code Section 409A, provides that eligible employees may elect to defer a portion of their base salary and bonus award into deferred compensation accounts that accrue earnings based upon the selection of available investment options. Under the Deferred Compensation Plan, an employee is deemed eligible if their base compensation for 2025 was $160,000 or higher and they are performing duties in a qualified position. The base compensation threshold is adjusted from time-to-time for cost-of-living increases. Pursuant to the terms of the Deferred Compensation Plan, the minimum annual amount that can be deferred is 1% of an employee’s base salary. No more than 50% of an employee’s base salary or 95% of an employee’s annual bonus may be deferred under the Deferred Compensation Plan in any calendar year. Employees may allocate a portion of their deferred compensation to be distributed in a lump sum or installments to begin at retirement or a scheduled distribution date. The available investment options consist of certain mutual funds which include: (i) conservative (e.g. money markets or bonds); (ii) moderately conservative (e.g. balanced funds), and; (iii) aggressive (e.g. domestic and international equity). Our obligation to make payments of amounts credited to participants’ deferred compensation accounts is a general unsecured obligation. In addition, under the Deferred Compensation Plan, we may make discretionary contributions on behalf of an eligible employee. Since inception of the Deferred Compensation Plan, we have not made any discretionary contributions on behalf of employees. One of our named executive officers deferred a portion of his base salary and/or bonus paid during 2025 to the Deferred Compensation Plan. The Compensation Committee believes that, by offering an alternative savings vehicle for our named executive officers, the Deferred Compensation Plan supports our objectives to attract, retain and motivate talented personnel. For a further description of the Deferred Compensation Plan, please refer to the Nonqualified Deferred Compensation table and the narrative discussion included in this Proxy Statement. Retirement Benefits Our retirement benefits consist of our Executive Retirement Income Plan, Supplemental Executive Retirement Income Plan and a 401(k) plan. These plans are designed in combination to provide an appropriate level of replacement income upon retirement. The Compensation Committee believes that these retirement benefits

  39. Elements of Compensation

    | 41 | | Universal Health Services, Inc. 2026 Proxy Statement |

  40. Elements of Compensation

    provide a balanced and competitive retirement program and support our objectives to attract, retain and motivate talented personnel. Supplemental Executive Retirement Income Plan (“SERIP”). In July 2018, the Board of Directors adopted the SERIP. Pursuant to the terms of this plan, a select group of management or other highly compensated employees may be designated as plan participants. Our SERIP, which is subject to the applicable provisions of Internal Revenue Code Section 409A, provides eligible employees with annual employer contributions which are entirely at the Company’s discretion. Generally, each annual contribution vests on the earlier of: (i) the 5th anniversary of the date of funding to the participant’s account, or; (ii) the participant attaining the qualified age of retirement (either age 62 or 65, as stipulated in the SERIP). The SERIP also provides for discretionary alternative vesting schedules for certain supplemental discretionary contributions made on an individual basis. Upon attaining the plan’s qualified age of retirement, distributions are paid in 10 annual installments to the participant upon retirement. Distributions due to events other than retirement are paid in a lump sum. Our obligation to fund payments to participants’ accounts pursuant to the SERIP is a general unsecured obligation. Four of our NEOs are participants in the SERIP. In 2018, upon commencement of the SERIP, certain participants of the Executive Retirement Income Plan (“ERIP”), who had not yet approached their qualified age of retirement, were given the option to remain in the ERIP or convert their participation into the SERIP. ERIP participants that elected to convert to the SERIP have been provided with an unfunded, lump sum conversion balance that was credited to the participant’s SERIP account. The unfunded ERIP conversion balances transferred to the SERIP, which were computed based upon the participant’s 2017 salary and will remain permanently unchanged after conversion, are payable over 60 monthly installments, if the participant attains their qualified age of retirement, as previously stipulated in the ERIP. If the participant does not attain their qualified age of retirement, the ERIP conversion balance is forfeited unless the Board of Directors, in its full discretion, determines otherwise. For ERIP participants who elected to convert to the SERIP, their participation in the ERIP was terminated upon conversion and no future benefits will be earned pursuant to the ERIP. SERIP participants who converted from the ERIP are entitled to future benefits pursuant to the terms of the SERIP. Executive Retirement Income Plan (“ERIP”). In October 1993, the Board of Directors adopted the ERIP, which was subsequently closed to new participants effective January 1, 2015. Pursuant to the terms of the ERIP, certain management or other highly compensated employees, who had been previously designated as plan participants by our Board of Directors prior to December 31, 2014, and who had completed at least 10 years of active employment with us, may receive retirement income benefits. Subject to certain conditions, the monthly benefit is payable to a participant who retires after he or she reaches age 62 (applicable to participants added to the ERIP before 2008) or age 65 (applicable to participants added to the ERIP after January 1, 2008). The benefit is equal to 3% of the employee’s average monthly base salary over the three years preceding retirement multiplied by the number of qualified years (not to exceed 10) of the participant’s employment with us. Payment of the benefit will be made in 60 monthly installments following the participant’s retirement date. If a participant’s employment with us is terminated prior to their qualified age of retirement, no ERIP benefits will be payable unless the Board of Directors, in its full discretion, determines otherwise. In 2018, certain participants were transferred to the SERIP and were provided with an unfunded, lump sum conversion balance pursuant to the SERIP, as discussed above. Approximately four employees, including one of our named executive officers, remain as active participants in the ERIP.

  41. Elements of Compensation

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  42. Elements of Compensation

    For a further description of the SERIP and ERIP, please refer to the Pension Benefits included in this Proxy Statement. 401(k) Plan. We maintain a 401(k) plan for all employees, including our named executive officers, as an additional source of retirement income. Pursuant to the 401(k) plan, in 2025, we made matching contributions (subject to highly compensated employee limits set by the Internal Revenue Code) to the 401(k) plan of approximately $88 million. All of the named executive officers participated in the 401(k) plan in 2025. Accordingly, we made matching contributions equal to $10,500 to the 401(k) plan for each of the participating named executives. Benefits Our named executive officers are eligible to participate in the benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans, all of which the Compensation Committee believes are commensurate with plans of other similarly situated public companies in the hospital management industry. Company Aircraft. We have a partial ownership interest in a fixed wing aircraft that is available for business purpose use by members of our management team, including our named executive officers, and for personal use by Messrs. Marc Miller and Alan Miller. In certain circumstances, when the aircraft is utilized for personal purposes by either individual and/or their family members, the incremental costs incurred, including the regular hourly charges, variable fuel charges and associated fees and taxes, are directly reimbursed to us by Messrs. Marc Miller and/or Alan Miller and therefore no imputed amounts are included in the Summary Compensation Table. Automobile. In 2024, we purchased a new vehicle utilized by Mr. Marc D. Miller, and simultaneously, his previous auto allowance was discontinued. Included in the Summary Compensation Table in “All other compensation” are the amounts related to his personal use of the vehicle purchased by us during 2024 and his previous auto allowance. During 2023, we purchased a new vehicle utilized by Mr. Alan B. Miller, which replaced a similar vehicle purchased by us in 2019. Included in the Summary Compensation Table in “All other compensation” are the amounts related to his personal use of the vehicles. Reimbursement of Relocation Expenses. In the normal course of business, in an effort to satisfy our staffing needs with high-quality personnel and/or support the career development of an employee by enabling them to assume a position of broader scope and complexity, we may need to place an executive in a position in a geographic location which differs from that in which the individual resides. The relocation benefits for our executives are patterned on standard industry practices and are competitive in design. The provisions for relocation benefits are the same for several of the top layers of management and consistently administered. Included in the relocation benefits are reimbursements or direct payment to vendors for expenses that include items like a short duration house hunting trip, movement of household goods and personal items, short duration of interim living expenses and certain closing costs for the sale and purchase of a house. Relocation reimbursement that is taxable to the individual is typically grossed-up to cover the resulting incremental income tax expense. Other Perquisites. From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.

  43. Elements of Compensation

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  44. Elements of Compensation

    Split-Dollar Life Insurance Agreements. In December 2010, our Board of Directors approved the Company’s entering into supplemental life insurance plans and agreements on the lives of our Executive Chairman and his wife. As a result of these agreements, as amended in October 2016, based on actuarial tables and other assumptions, during the life expectancies of the insureds, we would pay approximately $28 million in premiums, and certain trusts owned by our Executive Chairman, would pay approximately $9 million in premiums. Based on the projected premiums mentioned above, and assuming the policies remain in effect until the death of the insureds, we will be entitled to receive death benefit proceeds of no less than approximately $37 million representing the $28 million of aggregate premiums paid by us as well as the $9 million of aggregate premiums paid by the trusts. In connection with these policies, we paid approximately $1.0 million, net, in premium payments during each of 2025 and 2024. The Compensation Committee has determined to offer the above-described fringe benefits and perquisites in order to attract and retain our named executive officers by offering compensation opportunities that are competitive. In determining the total compensation payable to our named executive officers, for a given fiscal year, the Compensation Committee considers such fringe benefits and perquisites. However, with the exception of the above-mentioned split dollar life insurance agreements related to Mr. Alan B. Miller, given the fact that such other fringe benefits and perquisites, which are available to our named executive officers, represent a relatively insignificant portion of their total compensation, they do not materially influence the decisions made by the Compensation Committee with respect to other elements of each individual’s total compensation. For a further description of the fringe benefits and perquisites received by our named executive officers during 2025, please refer to the All Other Compensation table included in this Proxy Statement. Rewards/Compensation Risk Analysis: As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The review found that there were no excessive risks encouraged by the Company’s reward programs and the rewards programs do not produce payments that have a material impact on the financial performance of the organization. Approximately 900 employees (including the named executive officers) of our approximate 65,000 full-time employees in the U.S. and U.K. (comprising approximately 1.4% of our full-time employees) have incentive plans that entitle those individuals to larger bonus awards if profitability increases. However, although the plans are based on profitability, the bonus awards for these employees are capped at specific award levels (typically at 125% or less of base salary). Therefore, should our profitability increase, even by significant amounts, we do not believe the additional aggregate bonus awards would have a material unfavorable impact on our future results of operations. Policy on Hedging Transactions: The Company has a policy that prohibits employees and directors from engaging in any hedging transaction that would result in lack of exposure to the full risks of stock ownership. Prohibited hedging transactions include, but are not limited to, collars, forward sale contracts, trading in publicly-traded options, puts, calls or other derivative instruments related to our common stock or debt. Clawbacks: In October, 2023, the Company adopted a clawback policy to align with listing rules adopted by NYSE as required by the SEC. The policy applies to all executive officers (as defined under the applicable rules) and requires the Company to seek to recoup certain incentive-based compensation, whether cash or equity-based, from current or former officers and in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws.

  45. Elements of Compensation

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  46. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth certain compensation information for our Chief Executive Officer, our Chief Financial Officer and the other most highly compensated executive officers for services rendered to UHS and its subsidiaries during the past three fiscal years. We refer to these officers collectively as our named executive officers (“NEOs”):

  47. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Grant Date Fair Value Stock Awards(1.) ($) | Grant Date Fair Value Option Awards(2.) ($) | Non-Equity Incentive Plan Compensation(3.) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4.) ($) | All Other Compensation(7.) ($) | Total ($) | | Marc D. Miller, | 2025 | $1,430,769 | $— | | $9,999,904 | $— | $4,292,307 | $84,369 | $341,588 | $16,148,937 | | Chief Executive Officer | 2024 | 1,406,154 | — | | 9,255,605 | — | 4,218,462 | 81,123 | 60,492 | 15,021,836 | | and President | 2023 | 1,352,052 | — | | 4,944,124 | 4,944,434 | 3,042,117 | 78,003 | 47,207 | 14,407,937 | | Alan B. Miller, | 2025 | $1,073,077 | $1,073,077 | (5.) | $5,062,102 | $— | $— | $— | $864,939 | $8,073,195 | | Executive Chairman | 2024 | 1,081,642 | 1,081,642 | (5.) | 4,867,232 | — | — | — | 901,430 | 7,931,946 | | | 2023 | 1,040,040 | 1,040,040 | (5.) | 2,599,947 | 2,600,138 | — | — | 1,089,566 | 8,369,731 | | Steve G. Filton, | 2025 | $853,299 | $— | | $2,450,025 | $— | $1,706,598 | $51,586 | $47,187 | $5,108,695 | | Executive Vice President and | 2024 | 859,766 | — | | 2,355,795 | — | 1,719,532 | 49,602 | 17,438 | 5,002,133 | | Chief Financial Officer | 2023 | 826,698 | — | | 1,258,384 | 1,258,472 | 1,240,047 | 47,194 | 19,362 | 4,650,157 | | Edward H. Sim, | 2025 | $802,024 | $— | | $2,290,465 | $— | $1,604,048 | $48,416 | $20,036 | $4,764,989 | | Executive Vice President and | 2024 | 806,935 | — | | 2,202,502 | — | 1,613,870 | 46,502 | 18,638 | 4,688,447 | | President, Acute Care (6.) | 2023 | 775,030 | 550,000 | (6.) | 1,176,500 | 2,578,358 | 372,014 | — | 17,235 | 5,469,137 | | Matthew J. Peterson, | 2025 | $719,971 | $— | | $2,012,660 | $— | $1,353,545 | $43,526 | $46,735 | $4,176,437 | | Executive Vice President and | 2024 | 725,428 | — | | 1,935,324 | — | 1,450,856 | 41,852 | 20,521 | 4,173,981 | | President, Behavioral Health | 2023 | 697,527 | — | | 1,033,791 | 1,033,818 | 1,224,160 | 40,015 | 20,293 | 4,049,604 |

  48. SUMMARY COMPENSATION TABLE

    (1) In March, 2025, and March, 2024, our CEO and other NEOs each received their annual target stock-based compensation awards in the form of performance-based RSUs and time-based RSUs. The March, 2025 values represent 100% of the target, with a grant date value of $178.08 per unit. The March, 2024 values represent 100% of the target, with a grant date value of $180.77 per unit. The performance-based RSUs for our CEO and other NEOs will be based upon achievement of a pre-established specified range of target levels based on the three-year growth in our earnings before interest, taxes, depreciation and amortization, and the impacts of other income/expenses and net income attributable to noncontrolling interests. The time-based RSUs granted to our CEO and other NEOs are scheduled to vest in four equal installments on the first, second, third and fourth anniversaries of the grant date. (2) In March, 2023, our CEO and other NEOs with the exception of Mr. Edward H. Sim, each received 50% of their annual target stock-based compensation awards in the form of options to purchase shares of our Class B Common Stock at the grant date market value. Amounts in 2023 represent the aggregate fair value of options granted at the market price on the date of grant (grant date fair value of $41.47). In connection with Mr. Sim’s commencement of employment in December, 2022, he was awarded options to purchase shares of our Class B Common Stock in January, 2023, at the grant date market value. Mr. Sim’s amount in 2023 represents the aggregate fair value of options granted on the market price on the date of grant (grant date fair value of $51.57). Options granted during 2023 were awarded pursuant to our 2020 Omnibus Stock and Incentive Plan. There were no options granted to our CEO and other NEOs during 2024 or 2025, as discussed above in Equity Grant Practices and Annual Stock-Based Compensation. For the assumptions used for the fair value valuations, please refer to Note 5—Common Stock, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Reflects the dollar value of annual bonuses earned during each of the last three years pursuant to the terms of our Executive Incentive Plan. In March, 2026 (for 2025) our Compensation Committee approved annual cash incentive bonuses pursuant to the Executive Incentive Plan. For 2025 as a percentage of each individual’s annual base salary, the bonus amounts earned were as follows: Marc D. Miller 300%; Steve G. Filton 200%; Edward H. Sim 200%, and; Matthew J. Peterson 188%. In March, 2025 (for 2024) our Compensation Committee approved annual cash incentive bonuses pursuant to the Executive Incentive Plan. For 2024 as a percentage of each individual’s annual base salary, the bonus amounts earned were as follows: Marc D. Miller 300%; Steve G. Filton 200%; Edward H. Sim 200%, and; Matthew J. Peterson 200%. In March, 2024 (for 2023) our Compensation Committee approved annual cash incentive bonuses pursuant to the Executive Incentive Plan. For 2023 as a percentage of each individual’s annual base salary,

  49. SUMMARY COMPENSATION TABLE

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  50. SUMMARY COMPENSATION TABLE

    | Summary Compensation Table |

  51. SUMMARY COMPENSATION TABLE

    the bonus amounts earned were as follows: Marc D. Miller 225%; Steve G. Filton 150%; Edward H. Sim 48%, and; Matthew J. Peterson 176%. Mr. Alan B. Miller was not eligible for annual incentive bonuses during each of the last three years pursuant to the Executive Incentive Plan, however, in March, 2026, March, 2025 and March, 2024, our Board of Directors awarded Mr. Alan B. Miller discretionary bonuses of approximately $1.07 million ( for 2025), $1.08 million (for 2024) and $1.04 million (for 2023), respectively. These amounts represent the aggregate change in pension value for each named executive in 2025, 2024 and 2023 pursuant to the Executive Retirement Income Plan or the Supplemental Executive Retirement Income Plan, as disclosed herein. Edward H. Sim was hired in December of 2022 and was not eligible for the Plan in 2022 or 2023. These amounts are considered service costs. The amounts in this column do not reflect compensation deferrals pursuant to our Nonqualified Deferred Compensation Plan since there are no contributions or benefits provided by us in connection with the plan. (5) Consists of discretionary bonuses awarded to Mr. Alan B. Miller for 2025, 2024 and 2023, as discussed in (3) above. (6) A $550,000 cash bonus was paid to Mr. Sim in 2023 as a sign-on bonus in connection with commencement of employment which began in December, 2022. Components of All Other Compensation are as follows:

  52. SUMMARY COMPENSATION TABLE

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  53. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information regarding plan-based awards granted during fiscal year 2025 to our named executive officers who were employed on the grant date of March 19, 2025.

  54. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1.) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3.) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | Grant Date Fair Value of Maximum Stock and Option | Closing Price on Grant | | Name | Approval/ Grant Date | Threshold ($)(2.) | Target ($)(2.) | Maximum ($)(2.) | Threshold (#)(4.) | Target (#)(4.) | Maximum (#)(4.) | Units(5.) (#) | Options(6.) (#) | Awards ($ /Sh) | Awards(7.) ($) | Awards(8.) ($) | Date ($ / Sh) | | Marc D. Miller | 3/19/2025 | $300,461 | $2,146,154 | $4,292,307 | | | | 28,077 | — | — | $4,999,952 | $4,999,952 | $178.08 | | | 3/19/2025 | | | | 14,039 | 28,077 | 42,116 | | | | $4,999,952 | $7,500,017 | $178.08 | | Alan B. Miller | 3/19/2025 | $— | $— | $— | | | | 14,213 | | | $2,531,051 | $2,531,051 | $178.08 | | | 3/19/2025 | | | | 7,107 | 14,213 | 21,320 | — | — | — | $2,531,051 | $3,796,666 | $178.08 | | Steve G. Filton | 3/19/2025 | $119,462 | $853,299 | $1,706,598 | | | | 6,879 | | | $1,225,012 | $1,225,012 | $178.08 | | | 3/19/2025 | | | | 3,440 | 6,879 | 10,319 | | — | — | $1,225,012 | $1,837,608 | $178.08 | | Edward H. Sim | 3/19/2025 | $112,283 | $802,024 | $1,604,047 | | | | 6,431 | | | $1,145,232 | $1,145,232 | $178.08 | | | 3/19/2025 | | | | 3,216 | 6,431 | 9,647 | — | — | — | $1,145,232 | $1,717,938 | $178.08 | | Matthew J. Peterson | 3/19/2025 | $100,796 | $719,971 | $1,439,942 | | | | 5,651 | | | $1,006,330 | $1,006,330 | $178.08 | | | 3/19/2025 | | | | 2,826 | 5,651 | 8,477 | — | — | — | $1,006,330 | $1,509,584 | $178.08 |

  55. GRANTS OF PLAN-BASED AWARDS

    (1) Pursuant to the 2022 Executive Incentive Plan and the formula approved by the Compensation Committee, in 2025 each named executive officer other than Mr. Alan B. Miller was entitled to receive between 0% and 200% of that executive officer’s target bonus based, either entirely or in part, on our achievement of certain corporate and divisional performance criteria. As discussed in the Compensation Discussion and Analysis, with respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their 2025 annual incentive bonus was determined using certain corporate performance criteria, and with respect to each of Messrs. Sim and Peterson, their 2025 annual incentive bonus was determined utilizing: (i) 25% of their annual salary based upon the achievement of certain corporate performance criteria, and; (ii) 75% of their annual salary based upon the achievement of certain divisional income targets. (2) Estimates calculated based upon 2025 salaries. (3) On March 19, 2025, the Compensation Committee awarded time-based RSUs and performance-based RSUs to each of our executive officers pursuant to the 2020 Omnibus Stock and Incentive Plan. The time-based RSUs are scheduled to vest in four equal installments on the first, second, third and fourth anniversaries of the grant date. Pursuant to the formula approved by the Compensation Committee, each named executive officer was entitled to receive between 50% and 150% of that executive officer’s target stock-based compensation in the form of performance-based restricted stock units. The performance-based RSUs are earned based upon achievement of the three-year growth in our adjusted earnings before interest, taxes, depreciation and amortization, and the impacts of other income/expenses, as compared to a target range of pre-established thresholds. (4) Performance-based RSUs issued on March 19, 2025 were issued under our 2020 Omnibus Stock and Incentive Plan. In 2025, our CEO and other NEOs, each received 100% of their annual target stock-based compensation awards in the form of performance-based RSUs (50% of awards) and time-based restricted stock units (50% of awards). (5) Time-based restricted stock units issued under the Company’s 2020 Omnibus Stock and Incentive Plan. (6) There were no stock option awards issued during 2025 to our CEO and other NEOs. (7) Represents the aggregate grant date fair value for the performance-based RSUs (at target) and time-based RSUs, based upon the closing market price on the date of grant. Represents the aggregate maximum value for the performance-based RSUs (assuming the maximum award is achieved), and the aggregate grant date fair value of the time-based RSUs, granted on March 19, 2025.

  56. GRANTS OF PLAN-BASED AWARDS

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  57. OUTSTANDING EQUITY AWARDS AT

    OUTSTANDING EQUITY AWARDS AT

  58. DECEMBER 31, 2025

    | Outstanding Equity Awards at December 31, 2025 |

  59. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information about stock option exercises by, and the vesting of stock for, our named executive officers during fiscal year 2025:

  60. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards (1.) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Marc D. Miller | 219,220 | $18,746,576 | 55,276 | $9,278,314 | | Alan B. Miller | 562,313 | $52,799,962 | 29,068 | $4,879,193 | | Steve G. Filton | — | $— | 14,069 | $2,361,542 | | Edward H. Sim | — | $— | 1,354 | $241,960 | | Matthew J. Peterson | 17,890 | $1,413,427 | 11,558 | $1,940,065 |

  61. OPTION EXERCISES AND STOCK VESTED

    Amounts reflected include: (i) the March, 2025 vesting of performance-based RSUs granted in March, 2022 (2022 PBRSUs) on which the performance period ended December 31, 2024, and; (ii) time-based RSUs granted in March, 2024, 25% of which vested in March, 2025. In March, 2025, our Compensation Committee determined that 112% of the target Adjusted EBITDA applicable to the 2022 PBRSUs had been achieved and therefore 150% of the target 2022 PBRSUs were earned and vested.

  62. OPTION EXERCISES AND STOCK VESTED

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  63. PENSION BENEFITS

    PENSION BENEFITS

  64. Supplemental Executive Retirement Income Plan

    | Pension Benefits |

  65. Supplemental Executive Retirement Income Plan

    Revenue Code Section 409A, provides eligible employees with annual employer contributions which are entirely at the Company’s discretion. Generally, each annual contribution vests on the earlier of: (i) the 5th anniversary of the date of funding to the participant’s account, or; (ii) the participant attaining the qualified age of retirement (either age 62 or age 65, as stipulated in the SERIP). The SERIP also provides for discretionary alternative vesting schedules for certain supplemental discretionary contributions made on an individual basis. Upon attaining the SERIP’s qualified age of retirement, distributions are paid in 10 annual installments to the participant upon the participants retirement. Distributions due to events other than retirement are paid in a lump sum. Our obligation to make payments of amounts credited to participants’ accounts is a general unsecured obligation. As discussed above, a select group of employees who were previously participants in the ERIP and elected to convert to the SERIP, have been provided with an unfunded, lump sum conversion balance that was credited to the participant’s SERIP account. The unfunded ERIP conversion balances transferred to the SERIP, which were computed based upon the participant’s 2017 salary and will remain permanently unchanged after conversion, are payable over 60 monthly installments, if the participant attains their qualified age of retirement, as previously stipulated in the ERIP. If the participant does not attain their qualified age of retirement, the ERIP conversion balance is forfeited unless the Board of Directors, in its full discretion, determined otherwise. For ERIP participants who elected to convert to the SERIP, their participation in the ERIP was terminated upon conversion and no future benefits will be earned pursuant to the ERIP. SERIP participants who converted from the ERIP are entitled to future benefits pursuant to the terms of the SERIP. Marc D. Miller and Steve G. Filton elected to convert their ERIP participation into the SERIP. As a result of their elections, their unfunded ERIP conversion balances, which are reflected below and were computed based upon their 2017 salaries, will remain permanently unchanged. As of December 31, 2025, Mr. Marc Miller’s ERIP conversion balance was unvested while Mr. Filton’s ERIP conversion balance was fully vested. Mr. Sim and Mr. Peterson participate in the SERIP and were not previously ERIP participants. The following table provides information about pension benefits pursuant to our SERIP for our named executive officers as described below.

  66. Supplemental Executive Retirement Income Plan

    | | SERIP Beginning Balance 1/1/2025 | Company SERIP Contributions in Last Fiscal Year | SERIP Gains in Last Fiscal Year | SERIP Distributions | SERIP Balance at Last Fiscal Year-End ($) | | ERIP Conversion Balance to | Aggregate Balance at Last Fiscal Year-End | | Name | ($) | ($) (1.) | ($) | ($) | Vested | Unvested | SERIP | ($) | | Marc D. Miller | $531,592 | $84,369 | $104,412 | $— | $142,141 | $578,232 | $1,136,438 | $1,856,811 | | Steve G. Filton | $342,251 | $51,586 | $45,435 | $— | $439,272 | $— | $919,340 | $1,358,612 | | Edward H. Sim | $46,089 | $48,416 | $11,355 | $— | $— | $105,861 | $— | $105,861 | | Matthew J. Peterson | $191,119 | $43,526 | $38,277 | $— | $10,247 | $262,676 | $— | $272,922 |

  67. Supplemental Executive Retirement Income Plan

    Amounts represent discretionary contributions made by the Company during 2025 to the SERIP accounts and are considered service costs.

  68. Supplemental Executive Retirement Income Plan

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  69. NONQUALIFIED DEFERRED COMPENSATION Plan

    NONQUALIFIED DEFERRED COMPENSATION Plan Our Deferred Compensation Plan, which is subject to the applicable provisions of Internal Revenue Code Section 409A provides that eligible employees may elect to defer a portion of their base salary and bonus award into investment options in lieu of receiving cash. Under the Deferred Compensation Plan, an employee is deemed eligible if their base compensation for 2025 was $160,000 or higher and they are performing duties in a qualified position. The base compensation threshold is adjusted annually for cost-of-living increases. Pursuant to the terms of the Deferred Compensation Plan, the minimum annual amount that can be deferred is 1% of an employee’s base salary. No more than 50% of an employee’s base salary or 95% of an employee’s annual bonus may be deferred under the Deferred Compensation Plan in any calendar year. Employees may allocate a portion of their deferred compensation to be distributed in a lump sum or installments to begin at retirement or a scheduled distribution date. The available investment options consist of certain mutual funds which include: (i) conservative (e.g. money markets or bonds); (ii) moderately conservative (e.g. balanced funds), and; (iii) aggressive (e.g. domestic and international equity). Our obligation to make payments of amounts credited to participants’ deferred compensation accounts is a general unsecured obligation. In addition, under the Deferred Compensation Plan, we may make discretionary contributions on behalf of an eligible employee. Since inception of the Deferred Compensation Plan, we have not made any discretionary contributions on behalf of employees. Our obligations under the Deferred Compensation Plan in connection with an employee’s retirement account are payable, beginning at retirement at age 55 and 10 years of service for deferrals made prior to January 1, 2016, and age 55 and 5 years of service for deferrals made on or after January 1, 2016, in equal installments over a ten year period; except that an employee may make a distribution election to receive the balance of the participant’s retirement account in either a single lump sum or equal annual or less frequent installments over a period not to exceed ten years. For deferrals made on or after January 1, 2016, an employee may elect to defer the retirement distribution to begin one year following retirement. An employee or designated beneficiary will receive a lump sum as a result of death, disability, or termination, other than for retirement. An employee may change his distribution elections by making new distribution elections at least 12 months prior to the date on which such payment was otherwise scheduled to be made and must be delayed until a date that is at least five years after the date the distribution was previously scheduled to begin. Our obligations under the Deferred Compensation Plan in connection with an employee’s scheduled distribution are payable in a lump sum or installments of two to ten years, commencing on the date indicated by the employee. If the employee’s employment is terminated prior to the distribution of obligations in accordance with a scheduled distribution then the amounts credited to such accounts will be transferred to the employee’s retirement account and distributed in accordance with the employee’s distribution election for that account. If an employee experiences a financial hardship that is the result of an “unforeseeable emergency,” as defined under the Deferred Compensation Plan, he or she may apply to the administrator of the Deferred Compensation Plan for an emergency withdrawal against his or her accounts. Such an emergency withdrawal may be allowed at the discretion of the administrator, in which case the employee’s account will be reduced accordingly. The following table provides information about our Deferred Compensation Plan for our named executive officers.

  70. NONQUALIFIED DEFERRED COMPENSATION Plan

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  71. NONQUALIFIED DEFERRED COMPENSATION Plan

    | Nonqualified Deferred Compensation Plan |

  72. NONQUALIFIED DEFERRED COMPENSATION Plan

    | Name | Executive Contributions in Last Fiscal Year ($) (1.) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Marc D. Miller | $— | $— | $58,945 | $— | $448,669 | | Alan B. Miller | $— | $— | $600,613 | $— | $4,723,625 | | Steve G. Filton | $— | $— | $— | $— | $— | | Edward H. Sim | $— | $— | $— | $— | $— | | Matthew J. Peterson | $905,421 | $— | $506,355 | $— | $3,478,685 |

  73. NONQUALIFIED DEFERRED COMPENSATION Plan

    Amount included in Salary and Non-Equity Incentive Plan Compensation in the Summary Compensation Table. Split-Dollar Life Insurance Agreements: See Split-Dollar Life Insurance Agreements as included above in this Proxy Statement.

  74. NONQUALIFIED DEFERRED COMPENSATION Plan

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  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  76. Potential Payments Upon Termination

    Potential Payments Upon Termination Marc D. Miller Employment Agreement: On December 30, 2025, a wholly-owned subsidiary of ours entered into an amended and restated employment agreement (“MDM Amended Employment Agreement”). The MDM Amended Employment Agreement provides for the employment of Mr. Marc Miller as Chief Executive Officer (“CEO”) for an initial term ending on January 1, 2029, subject to earlier termination in accordance with its terms, and subject to automatic annual renewal for additional one-year periods unless either party elects to terminate Mr. Marc Miller’s employment at the end of the initial term or at the end of the renewal term by giving one year’s advance written notice of such termination. At all times during the term of employment, Mr. Marc Miller shall be nominated to serve as a member of the Board of Directors. This MDM Amended Employment Agreement is substantially the same (other than the extension of the initial term) as, and supersedes, Marc D. Miller’s previous employment agreement dated as March 19, 2025. In general, Mr. Marc Miller’s long-term stock-based incentives awards granted during or before employment as CEO will become fully vested upon termination of his employment as CEO at the time such employment ends, other than by us for “cause” or voluntarily by Mr. Marc Miller before or at the end of the applicable term (under circumstances not involving a breach of the MDM Amended Employment Agreement by us). If Mr. Marc Miller’s employment is terminated for “cause”, as defined in the MDM Amended Employment Agreement, he will be entitled to any benefits payable to or earned by Mr. Marc Miller with respect to any period of his employment or other service prior to the date of such discharge. If Mr. Marc Miller’s employment is terminated due to his disability, Mr. Marc Miller shall be paid a pro rata portion of the annual bonus which would otherwise have been payable for the year in which his employment terminates, plus an amount equal to one-half of Mr. Marc Miller’s base salary, payable in twelve equal monthly installments. If Mr. Marc Miller’s employment or service terminates due to his death, Mr. Marc Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Marc Miller as of the date of his death, in addition to a pro rata portion of the annual bonus which would otherwise have been payable for the year of his death. Mr. Marc Miller’s beneficiary shall also receive any life insurance benefits under insurance policies maintained on Mr. Marc Miller’s life by us and for which Mr. Marc Miller had the right to designate the beneficiary. If Mr. Marc Miller terminates his employment or other service under the MDM Amended Employment Agreement because of a material change in the duties of his office or any other breach by us of our obligations, or in the event of the termination of Mr. Marc Miller’s employment by us without cause or otherwise in breach of the MDM Amended Employment Agreement, subject to the terms of the MDM Amended Employment Agreement, Mr. Marc Miller will generally continue to receive, for the remainder of his employment term, all of the cash compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Marc Miller’s right to receive any severance benefits on his execution of a general release in favor of us. The following table provides quantitative disclosure of the estimated payments that would be made to Mr. Marc Miller under his employment agreement as of December 31, 2025, the last business day of our fiscal 2025:

  77. Potential Payments Upon Termination

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  78. Potential Payments Upon Termination

    | | Cash Severance Payment ($) | | Perquisites/ Benefits ($) | | Vesting Acceleration of Previously Granted Stock Based Awards ($) (d.) | Long Term Incentive Plan Awards ($) (e.) | Total Termination Benefits ($) | | Marc D. Miller | | | | | | | | | Termination by Us for “Cause” | $— | | $— | | $— | $— | $— | | Termination Due to Mr. Marc Miller’s Disability | $1,968,750 | (a.) | $— | | $7,912,616 | $35,908,330 | $45,789,696 | | Termination Due to Mr. Marc Miller’s Death | $— | | $— | | $7,912,616 | $35,908,330 | $43,820,946 | | Termination by Mr. Marc Miller for “Breach by the Company” or Termination by the Company Without Cause | $12,170,419 | (b.) | $515,078 | (c.) | $7,912,616 | $35,908,330 | $56,506,443 |

  79. Potential Payments Upon Termination

    Based upon 50% of the targeted 2026 non-equity incentive plan bonus award and 50% (6 months) of Mr. Marc Miller’s 2026 base salary. (b) Assumes (i) continuation of all cash compensation through 2028 (automatic annual renewal termination date); (ii) annual base salary increase of 3.0% through 2028, and; (iii) an annual bonus award equal to 150% of his estimated base salary through 2028, which assumes the achievement of the bonus opportunity target. (c) Assumes (i) continuation of all entitled perquisites through 2028; (ii) continuation of insurance premiums in connection with long-term disability, our 401(k) match and other charges, all of which were based upon the actual 2025 amounts, and, (iii) continuation of SERIP plan contributions. (d) Represents the intrinsic value of the accelerated stock options based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2025 of $218.02 per share. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant. (e) Represents the intrinsic value of the accelerated performance based restricted stock units and time based restricted stock units based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2025 of $218.02 per share. Amounts reflected assume vesting of the 2023 PBRSUs at 150% of the target award. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant. Alan B. Miller Employment Agreement: On March 19, 2025 our management subsidiary entered into a new employment agreement with Alan B. Miller guaranteed by the Company (“New Employment Agreement”), pursuant to which Mr. Alan Miller’s continuing service with the Company shall be on the terms and conditions that are substantially the same as in the Alan B. Miller’s previous amended and restated employment agreement with the Company dated as of January 1, 2021. The New Employment Agreement supersedes the January 1, 2021 employment agreement. The New Employment Agreement became effective on March 19, 2025 and contemplates that Mr. Alan Miller will be employed as Executive Chairman of the Board of Directors of the Company and provides for automatic annual renewals unless either party elects otherwise at least one year in advance. In general, Mr. Alan Miller’s long-term stock-based incentives awards granted during or before employment as Executive Chairman will become fully vested upon termination of his employment as Executive Chairman at the time such employment ends, other than by us for “cause” or voluntarily by Mr. Alan Miller before or at the end of the applicable term (under circumstances not involving a breach of the New Employment Agreement by us). If Mr. Alan Miller’s employment is terminated for “cause”, as defined in the New Employment Agreement, he will be entitled to any benefits payable to or earned by Mr. Alan Miller with respect to any period of his employment or other service prior to the date of such discharge.

  80. Potential Payments Upon Termination

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  81. Potential Payments Upon Termination

    If Mr. Alan Miller’s employment is terminated due to his disability, Mr. Alan Miller shall be paid an amount equal to one-half of Mr. Alan Miller’s base salary, payable in twelve equal monthly installments. Additionally, Mr. Alan Miller would be entitled to the accelerated vesting of his unvested long-term stock-based incentive awards granted during or before employment as Executive Chairman. If Mr. Alan Miller’s employment or service terminates due to his death, Mr. Alan Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Alan Miller as of the date of his death in addition to any life insurance benefits under insurance policies maintained on Mr. Alan Miller’s life by us and for which Mr. Alan Miller had the right to designate the beneficiary. If Mr. Alan Miller terminates his employment or other service under the New Employment Agreement because of a material change in the duties of his office or any other breach by us of our obligations, or in the event of the termination of Mr. Alan Miller’s employment by us without cause or otherwise in breach of the New Employment Agreement, subject to the terms of the New Employment Agreement, Mr. Alan Miller will generally continue to receive for the remainder of the employment term all of the cash compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Alan Miller’s right to receive any severance benefits on his execution of a general release in favor of us. The following table provides quantitative disclosure of the estimated payments that would be made to Mr. Alan Miller under his New Employment Agreement as of December 31, 2025 if it had been in effect on that date, the last business day of our fiscal 2025:

  82. Potential Payments Upon Termination

    | | Cash Severance Payment ($) | | Perquisites/ Benefits ($) | | Vesting Acceleration of Previously Granted Stock Based Awards ($) (d.) | Long Term Incentive Plan Awards ($) (e.) | Total Termination Benefits ($) | | Alan B. Miller | | | | | | | | | Termination by Us for “Cause” | $— | | $— | | $— | $— | $— | | Termination Due to Mr. Alan Miller’s Disability | $582,188 | (a.) | $— | | $4,161,072 | $18,642,345 | $23,385,605 | | Termination Due to Mr. Alan Miller’s Death | $— | | $— | | $4,161,072 | $18,642,345 | $22,803,417 | | Termination by Mr. Alan Miller for “Breach by the Company” or Termination by the Company Without Cause | $2,363,681 | (b.) | $1,168,658 | (c.) | $4,161,072 | $18,642,345 | $26,335,756 |

  83. Potential Payments Upon Termination

    (a) Based upon 50% (6 months) of Mr. Alan Miller’s 2026 base salary. (b) Assumes continuation of all cash compensation through 2027 (automatic annual renewal termination date). (c) Assumes (i) continuation of all entitled perquisites through 2027; (ii) continuation of insurance premiums in connection with long-term disability, our 401(k) match and other charges, all of which were based upon the actual 2025 amounts. Additionally, assumes premiums due in connection with split-dollar life insurance agreements through 2027. Please see the Summary Compensation and the All Other Compensation table included herein. (d) Represents the intrinsic value of the accelerated stock options based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2025 of $218.02 per share. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant. (e) Represents the intrinsic value of the accelerated performance based restricted stock units as well as time-based restricted stock units based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2025 of $218.02 per share. Amounts reflected assume vesting of the 2023 PBRSUs at 150% of the target award. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant.

  84. Potential Payments Upon Termination

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  85. Potential Payments upon a Change of Control

    Potential Payments upon a Change of Control Pursuant to our 2020 Omnibus Stock and Incentive Plan, (as of December 31, 2025, all unvested awards of our named executive officers were granted under this plan), all of our employees receive full acceleration of the vesting of any unvested award in the event that such awards are not assumed or substituted by the surviving or acquiring company following a change of control of the Company. The intrinsic value of our named executive officers’ stock options for which vesting would have accelerated assuming a change in control of the Company in which equity awards are not assumed or substituted had occurred as of December 31, 2025, is approximately as follows: Marc D. Miller: $7.9 million; Alan B. Miller: $4.2 million; Steve G. Filton: $2.0 million; Matthew J. Peterson: $1.7 million and Edward H. Sim: $1.8 million. Additionally, the intrinsic value of our named executive officers’ performance based and time based restricted stock units for which vesting would have accelerated assuming a change in control of the Company in which equity awards are not assumed or substituted had occurred as of December 31, 2025 is approximately as follows: Marc D. Miller: $35.9 million; Alan B. Miller: $18.6 million; Steve G. Filton: $9.0 million; Matthew J. Peterson: $7.4 million, and; Edward H. Sim: $8.4 million. Such intrinsic values of the accelerated stock options and accelerated restricted stock units were calculated based upon the closing price per share of our common stock on December 31, 2025 of $218.02 as reported on the NYSE. Amounts reflected assume vesting of the 2023 PBRSUs at 150% of the target awards, as discussed herein. Vesting acceleration of stock option awards and restricted stock unit awards, if such equity awards are not assumed or substituted, is the only benefit provided to our named executive officers in the event of a change of control. In the event of a termination of employment following a change in control of the Company, the named executive officers may be entitled to payments and benefits as described above under “Potential Payments Upon Termination”.

  86. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Marc D. Miller, the current Chief Executive Officer and President. As is permitted under the SEC rules, we reasonably determined our median employee by using the greater of total annual W-2 wages of employees both in the U.S. and the U.K. who were employed as of December 31, 2025 (excluding Mr. Marc Miller) or calculated annualized pay for those who commenced work during 2025 or were on a leave of absence. The employee population consisted of our full-time, part-time and temporary employees. The inclusion of part-time and temporary employees reduces the median of the annual total compensation for the overall group of our employees. Due to the amount of turnover and job status changes that

  87. CEO Pay Ratio

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  88. CEO Pay Ratio

    exist in the healthcare industry, we recalculated the median employee in 2025 and determined that person’s total compensation was $57,048. The ratio of CEO pay to median worker pay is 283:1. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  89. CEO Pay Ratio

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  90. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following section was prepared in accordance with Item 402(v) of the SEC’s Regulation S-K. The following table provides additional compensation information for the past five fiscal years for our Chief Executive Officer (“CEO”) and our non-CEO Named Executive Officers (“Other NEOs”), as well as total shareholder return, net income attributable to UHS, Inc. and adjusted earnings per share, diluted performance results for our fiscal years ending in 2025, 2024, 2023, 2022 and 2021:

  91. PAY VERSUS PERFORMANCE TABLE

    | | | | Average | Average | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Summary Compensation Table Total for Other NEOs(1) | Compensation Actually Paid for Other NEOs(1)(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income ($ in thousands) | Adjusted Earnings per share, diluted(4) | | 2025 | $16,148,937 | $27,735,374 | $5,530,829 | $9,126,950 | $163 | $284 | $1,511,182 | $21.74 | | 2024 | $15,021,836 | $25,780,128 | $5,449,127 | $9,590,254 | $133 | $187 | $1,163,109 | $16.61 | | 2023 | $14,407,937 | $14,959,742 | $5,764,662 | $4,627,875 | $113 | $168 | $719,307 | $10.54 | | 2022 | $10,919,976 | $13,476,236 | $3,270,794 | $5,112,238 | $104 | $146 | $656,982 | $9.88 | | 2021 | $14,020,942 | $9,784,532 | $6,684,372 | $995,897 | $95 | $158 | $987,632 | $11.82 |

  92. PAY VERSUS PERFORMANCE TABLE

    (1) Named executive officers included in the above compensation columns reflect the following:

  93. PAY VERSUS PERFORMANCE TABLE

    | Year | CEO | Non-CEO NEOs | | 2025 | Marc D. Miller | Alan B. Miller, Filton, Peterson, Sim | | 2024 | Marc D. Miller | Alan B. Miller, Filton, Peterson, Sim | | o | | | | 2023 | Marc D. Miller | Alan B. Miller, Filton, Peterson, Sim | | 2022 | Marc D. Miller | Alan B. Miller, Filton, Pember, Peterson, Sim | | 2021 | Marc D. Miller | Alan B. Miller, Filton, Pember, Peterson |

  94. PAY VERSUS PERFORMANCE TABLE

    (2) SEC rules require certain adjustment be made to the Summary Compensation Table (“SCT”) totals to determine “Compensation Actually Paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as the total compensation from the SCT, adjusted to include, among other things, the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). No adjustment is made for dividends or other earnings, since dividends are factored into the fair value of the award. The following tables detail these adjustments:

  95. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Executives | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Unvested Prior Awards (ii) | Change in Value of Vested Prior Awards (iii) | Change in Value of Awards that Failed to Meet Vesting Conditions (iv) | Total Equity CAP (c) = (i) + (ii) + (iii) + (iv) | CAP (d) = (a) - (b) + (c) | | 2025 | CEO | $16,148,937 | $9,999,904 | $12,276,387 | $10,772,075 | $(1,462,121) | $— | $21,586,341 | $27,735,374 | | 2025 | Other NEOs | $5,530,829 | $2,953,813 | $3,626,250 | $3,322,345 | $(398,661) | $— | $6,549,934 | $9,126,950 | | 2024 | CEO | $15,021,836 | $9,255,605 | $9,217,204 | $8,145,304 | $2,651,390 | $— | $20,013,897 | $25,780,128 | | 2024 | Other NEOs | $5,449,127 | $2,840,213 | $2,828,429 | $2,330,210 | $1,822,701 | $— | $6,981,341 | $9,590,254 | | 2023 | CEO | $14,407,937 | $9,888,558 | $13,063,409 | $(131,034) | $(2,492,012) | $— | $10,440,363 | $14,959,742 | | 2023 | Other NEOs | $5,764,662 | $3,384,852 | $4,123,681 | $349,678 | $(2,225,294) | $— | $2,248,065 | $4,627,875 | | 2022 | CEO | $10,919,976 | $9,508,078 | $9,680,126 | $430,267 | $1,953,945 | $— | $12,064,338 | $13,476,236 | | 2022 | Other NEOs | $3,270,794 | $2,342,607 | $1,915,653 | $865,575 | $1,920,853 | $(518,031) | $4,184,050 | $5,112,238 | | 2021 | CEO | $14,020,942 | $10,104,427 | $8,545,032 | $(2,230,851) | $(446,165) | $— | $5,868,017 | $9,784,532 | | 2021 | Other NEOs | $6,684,372 | $4,794,552 | $4,054,620 | $(4,194,869) | $(753,674) | $— | $(893,923) | $995,897 |

  96. PAY VERSUS PERFORMANCE TABLE

    Total Shareholder Return (“TSR”) is determined based upon the value of an initial fixed investment of $100. The TSR peer group consists of the industry line peer group reflected in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The companies in the peer group are as follows: Arcadia Healthcare Company, Inc., Community Health Systems, Inc., HCA

  97. PAY VERSUS PERFORMANCE TABLE

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  98. PAY VERSUS PERFORMANCE TABLE

    Healthcare, Inc., and Tenet Healthcare Corporation. Each year reflects the cumulative total return assuming $100 invested on December 31, 2020 in our common stock and in the our peer group, including subsequent reinvestment of dividends. Adjusted earnings per share, diluted, was selected by the Company as the Company-Selected Measure (“CSM”). It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure. A reconciliation of adjusted earnings per share, diluted, to the most directly comparable financial measure calculated in accordance with GAAP is included in the Company’s Form 8-K furnished with the SEC on February 26, 2026. Changes in pension values for each of the named executives in 2025, 2024, 2023, 2022 and 2021 pursuant to the Executive Retirement Income Plan or the Supplemental Executive Retirement Income Plan, as described herein, are considered service costs. No equity awards of the named executives were granted and vest in the same year for 2025, 2024, 2023, 2022 and 2021.

  99. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following charts show the relationship between the Company’s cumulative five-year TSR and that of the industry line peer group reflected in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, as well as the relationships between CAP and the required financial performance measures in the Pay Versus Performance table above – Company TSR, net income and the Company-selected measure of adjusted earnings per share, diluted.

  100. Analysis of the Information Presented in the Pay Versus Performance Table

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  101. Analysis of the Information Presented in the Pay Versus Performance Table

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  102. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION 2025 Director Compensation: The following table provides information concerning the compensation of our non-employee Directors for 2025.

  103. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Grant Date Fair Value Stock Awards(1.) ($) | Grant Date Fair Value Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2.) ($) | Total ($) | | Nina Chen-Langenmayr | $118,750 | $200,039 | $— | $— | $878 | $319,667 | | Eileen C. McDonnell | $145,000 | $200,039 | $— | $— | $878 | $345,917 | | Warren J. Nimetz | $100,000 | $200,039 | $— | $— | $878 | $300,917 | | Maria R. Singer | $128,750 | $200,039 | $— | $— | $878 | $329,667 | | Elliot J. Sussman, M.D. | $152,500 | $200,039 | $— | $— | $878 | $353,417 |

  104. DIRECTOR COMPENSATION

    (1) On May 14, 2025, 1,065 restricted stock units were issued to each of Nina Chen-Langenmayr, Eileen C. McDonnell, Warren J. Nimetz, Maria R. Singer and Elliot J. Sussman, M.D., with a grant date fair value of $200,039, or $187.83 per share. These shares are scheduled to fully vest on the earlier of the one-year anniversary of the date of grant, and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting. (2) Consists of dividend equivalents paid upon the vesting of restricted stock units issued during 2024 and vested during 2025. Our non-employee directors do not participate in either of our retirement income plans or nonqualified deferred compensation plan. As of December 31, 2025 the following equity awards were outstanding for each active director:

  105. DIRECTOR COMPENSATION

    | Name | Option Awards | Stock Awards | | Nina Chen-Langenmayr | — | 1,065 | | Eileen C. McDonnell | — | 1,065 | | Warren J. Nimetz | — | 1,065 | | Maria R. Singer | 2,500 | 1,065 | | Elliot J. Sussman, M.D. | 2,500 | 1,065 |

  106. DIRECTOR COMPENSATION

    2025 Cash Compensation: All non-employee directors received an annual retainer of $100,000 for service on the Board of Directors. Additionally: • Eileen C. McDonnell, Chairperson of the Audit Committee, received an annual retainer of $25,000 for her services in that capacity. Maria R. Singer and Elliott J. Sussman, M.D., as members of the Audit Committee, each received an annual retainer of $12,500 for services in that capacity.

  107. DIRECTOR COMPENSATION

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  108. DIRECTOR COMPENSATION

    Eileen C. McDonnell, Chairperson of the Compensation Committee, received an annual retainer of $15,000 for her services in that capacity. • Elliot J. Sussman, M.D., and Nina Chen-Langenmayr, as a members of the Compensation Committee, each received an annual retainer of $7,500 for services in that capacity. • Elliot J. Sussman, M.D., Chairman of the Nominating and Governance Committee, received an annual retainer of $10,000 for his services in that capacity; as well as an annual retainer fee of $22,500 for his services as Chairman of the Quality and Compliance Committee. • Maria R. Singer and Nina Chen Langenmayr, as members of the Quality and Compliance Committee, each received an annual retainer of $11,250 for their services in that capacity. • Maria R. Singer and Eileen C. McDonnell, as a members of the Nominating and Governance Committee, each received an annual retainer of $5,000 for services in that capacity. 2025 Restricted Stock Units: As mentioned above, on May 14, 2025, all non-employee directors received 1,065 restricted stock units of our Class B Common Stock. The restricted stock units, which were granted under our 2020 Omnibus Stock and Incentive Plan, had a grant date value of $200,039 or $187.83 per share. These restricted stock unit awards will fully vest on the earlier of the one-year anniversary of the date of grant, and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting. Changes to Director Compensation effective January 1, 2026: In December 2025, after reviewing market data prepared by FW Cook, the Compensation Committee approved changes to various elements of compensation for the non-employee members of our Board of Directors. Effective January 1, 2026, all non-employee directors will receive an annual retainer of $110,000 for service on the Board of Directors (was previously $100,000). Additionally: • Eileen C. McDonnell, Chairperson of the Audit Committee, will receive an annual retainer of $25,000 for her services in that capacity (no change from the previous retainer). • Maria R. Singer and Elliott J. Sussman, M.D., as members of the Audit Committee, will each receive an annual retainer of $15,000 for services in that capacity (was previously $12,500). • Eileen C. McDonnell, Chairperson of the Compensation Committee, will receive an annual retainer of $20,000 for her services in that capacity (was previously $15,000). • Elliot J. Sussman, M.D., and Nina Chen-Langenmayr, as a members of the Compensation Committee, will each receive an annual retainer of $10,000 for services in that capacity (was previously $7,500). • Elliot J. Sussman, M.D., Chairman of the Nominating and Governance Committee, will receive an annual retainer of $10,000 for his services in that capacity; as well as an annual retainer fee of $22,500 for his services as Chairman of the Quality and Compliance Committee (no changes from the previous retainers). Maria R. Singer and Nina Chen Langenmayr, as members of the Quality and Compliance Committee, will each receive an annual retainer of $11,250 for their services in that capacity (no change from the previous retainer).

  109. DIRECTOR COMPENSATION

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  110. DIRECTOR COMPENSATION

    Maria R. Singer and Eileen C. McDonnell, as a members of the Nominating and Governance Committee, will each receive an annual retainer of $5,000 for services in that capacity (no change from the previous retainer). 2026 Restricted Stock Units: It is anticipated that in May, 2026, all non-employee directors will be considered for awards of RSUs of our Class B Common Stock. The grant date value of such awards are expected to remain unchanged from previous awards, amounting to approximately $200,000 per individual and will be scheduled to fully vest on the earlier of the one-year anniversary of the date of grant, and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting.

  111. DIRECTOR COMPENSATION

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  112. Board Leadership Structure and Board of Directors

    Board Leadership Structure and Board of Directors Mr. Alan B. Miller serves as Executive Chairman of the Board. Eileen C. McDonnell serves as the Lead Independent Director and presides over the executive sessions of the non-management directors. The Company believes this structure allows all of the non-management directors to participate in the full range of the Board’s responsibilities with respect to its oversight of the Company’s management. The Board has determined that this leadership structure is appropriate given the size and complexity of the Company, the number of directors overseeing the Company and the Board’s oversight responsibilities. The specific experience, qualifications, attributes or skills that led to the conclusion that each Director should serve as a Director of the Company, in light of the Company’s business and structure, are as follows: Alan B. Miller: Has been a Director of the Company since 1978 and is currently Executive Chairman of the Board. Effective January 2021, Mr. Alan B. Miller stepped down as CEO, a position he has held since 1978, when he founded the Company. Prior thereto, he was President, Chairman of the Board and Chief Executive Officer of American Medicorp, Inc. Mr. Alan Miller currently serves as Chairman of the Board of Trustees, Chief Executive Officer and President of Universal Health Realty Income Trust. As a result of his many years of service, Mr. Alan B. Miller provides expertise on the hospital management industry. Marc D. Miller: Has been a Director of the Company since 2006 and was appointed CEO in January 2021. He continues to serve as President of the Company, a position he has held since May 2009. Previously he has served in various management positions including: Senior Vice President and Co-Head of our Acute Care Division (2007-2009) and Vice President, Acute Care Division (2004-2007). Also served in various roles in our Acute Care Division since 2003 and served in other management positions at various acute care hospitals from 1999 to 2003. Additionally, Mr. Marc D. Miller also serves as a member of the Board of Trustees of Universal Health Realty Income Trust and previously served as a member of the Board of Directors of Premier, Inc. Mr. Marc D. Miller oversees all of the Company’s businesses, its operations, development and overall strategy. Nina Chen-Langenmayr: Has been a Director of the Company since 2022. She currently serves on the Board of Directors for The Welcoming Center in Philadelphia where she was formerly a Special Projects Consultant since 2013. Prior thereto, she served as Partner, Client Relationship Management Group at Mercer. Ms. Chen-Langenmayr, a Juris Doctor, has multiple years of experience in the human capital management and outsourcing arena, particularly in the pharmaceutical and healthcare industries. Prior to that, Ms. Chen-Langenmayr practiced law, with emphasis in the areas of employee benefits and compensation law. She is a Founding Member of the Asian Pacific American Bar Association of Pennsylvania and a member of the Forum of Executive Women. Ms. Chen-Langenmayr, an independent director, provides expertise on healthcare and human capital management. Eileen C. McDonnell: Has been a Director of the Company since 2013. Ms. McDonnell previously served as Chairman and CEO of the Penn Mutual Life Insurance Company. She joined Penn Mutual in 2008 and retired as CEO in 2021, after serving in that capacity for a decade. Ms. McDonnell was appointed to The Penn Mutual Board of Trustees in 2010 and retired from its Board in March of 2026. Before joining Penn Mutual, Ms. McDonnell founded ExecMPower, a strategic planning and executive coaching consultancy. Previously, she was president of New England Financial, a wholly owned subsidiary of MetLife, and senior vice president of the Guardian Life Insurance Company. Ms. McDonnell also served as a Director of the Insurance Federation of Pennsylvania and was a national advisor to VisionForward, an initiative of Drexel University College of Medicine Institute for Women’s Health and Leadership. Ms. McDonnell, an independent director, provides expertise on the insurance industry and financial matters.

  113. Board Leadership Structure and Board of Directors

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  114. Board Leadership Structure and Board of Directors

    Warren Nimetz: Has been a Director of the Company since January 2018. He is currently Of Counsel and was a Partner at the law firm of Norton Rose Fulbright US LLP since 1987. Mr. Nimetz focuses his practice on general corporate and securities law, with special emphasis on mergers and acquisitions of public and private companies including tender offers, leveraged and other buyouts, private equity investments, joint ventures and related corporate governance issues. He also has substantial experience with all types of financing transactions, including public offerings, private placements and bank and other institutional lending and structured finance. Mr. Nimetz has special expertise in structuring and negotiating transactions involving the acquisition, financing and disposition of hospital and other health care and life science companies and properties. Mr. Nimetz provides expertise on legal matters. Maria R. Singer: Has been a Director of the Company since March 2020. She is Chief Operating Officer, Corporate Finance at Houlihan Lokey. She previously served as Managing Director and COO of Blackstone Advisory Partners (2008 to 2015). She also served in various roles at Lehman Brothers, Inc. including Senior Vice President, Office of the Chairman and Senior Vice President, Debt Capital Markets (2002 to 2008). Ms. Singer, an independent director, provides expertise on financial and strategic advisory matters. Elliot J. Sussman, M.D.: Has been a Director of the Company since March 2018. He previously served as Founder and Chairman of The Villages Health from 2012 to 2026, and previously served as President and Chief Executive Officer of Lehigh Valley Hospital and Health Network from 1993 through 2010. He was a member of the Board of Directors of Yale New Haven Health System from 2011 to 2023. He has previously chaired the boards of the Council of Teaching Hospitals and of the Association of American Medical Colleges. Dr. Sussman, an independent director, provides expertise on the management of hospitals and health systems and on health care quality and compliance matters. The Board holds six regular meetings each year to consider and address matters involving the Company. The Board also may hold special meetings to address matters arising between regular meetings. These meetings may take place in person or by telephone. The independent directors also regularly meet in executive sessions outside the presence of management. The Board has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings. As discussed below, to assist the Board in performing its oversight responsibilities, the Board has established a Compensation Committee, an Audit Committee, a Nominating & Governance Committee, a Quality and Compliance Committee, an Executive Committee and a Finance Committee. The Nominating & Governance Committee annually oversees a self-evaluation of the current Board members and those committees as the Board shall specify from time to time and reports to the Board with respect to whether the Board and its committees are functioning effectively. The full Board discusses each evaluation report to determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof.