Form 8-K

8-K — TENET HEALTHCARE CORP

Accession: 0000070318-26-000040

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0000070318

SIC: 8062 (SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — thc-20260908.htm (Primary)

EX-99.1 (thc-20260908ex991.htm)

EX-99.2 (thc-20260908ex992.htm)

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8-K

8-K (Primary)

Filename: thc-20260908.htm · Sequence: 1

thc-20260908

0000070318false00000703182026-09-082026-09-080000070318us-gaap:CommonStockMemberexch:XNYS2026-09-082026-09-080000070318us-gaap:SeniorNotesMemberexch:XNYS2026-09-082026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________

Date of Report: September 8, 2026

(Date of earliest event reported)

_______________

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada

1-7293 95-2557091

(State of Incorporation) (Commission File Number) (IRS Employer

Identification Number)

14201 Dallas Parkway

Dallas, TX 75254

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Common stock, $0.05 par value THC NYSE

6.875% Senior Notes due 2031 THC31 NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

The information in Item 7.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 7.01.

Regulation FD Disclosure.

On September 8, 2026, Tenet Healthcare Corporation (the “Company”) issued a press release announcing the commencement of private placement offering of $1.5 billion in aggregate principal amount of its senior notes due 2034. A copy of the press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.

Additionally, on September 8, 2026, the Company issued a press release announcing the upsize and pricing of $2.0 billion in aggregate principal amount of its 6.250% senior notes due 2034 (the “notes”). The closing of the sale of the notes is expected to occur on September 22, 2026, and are subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.2 attached hereto and is incorporated herein by reference.

The notes will be the Company’s unsecured obligations and will rank equally in right of payment with its existing and future senior unsecured obligations, will rank senior in right of payment to all of the Company’s existing and future unsecured subordinated obligations, will be effectively subordinated to all of the Company’s existing and future senior secured obligations to the extent of the value of the collateral securing the Company’s senior secured obligations and will be structurally subordinated to all obligations and liabilities of the Company’s subsidiaries to the extent of the value of the assets of such subsidiaries.

The Company intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all $1.5 billion outstanding of its 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”) and the partial redemption of $0.5 billion outstanding of its 6.125% senior notes due October 2028 (the “2028 Notes”).

Item 8.01.

Other Events.

On September 8, 2026, the Company issued a notice of conditional full redemption to the holders of its 2027 Notes and a notice of conditional partial redemption to the holders of its 2028 Notes. The 2027 Notes and 2028 Notes are expected to be redeemed on September 23, 2026.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by the Company on September 8, 2026, announcing the commencement of the offering of the notes.

99.2

Press Release issued by the Company on September 8, 2026, announcing the pricing of the notes.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENET HEALTHCARE CORPORATION

Date: September 8, 2026 By:

/s/ THOMAS ARNST

Name: Thomas Arnst

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

EX-99.1

Filename: thc-20260908ex991.htm · Sequence: 2

Document

Exhibit 99.1

Tenet Announces Private Offering of Senior Notes to Refinance $1.5 Billion in Outstanding Notes

DALLAS – September 8, 2026 – Tenet Healthcare Corporation (NYSE: THC) today announced a private placement offering of $1.5 billion in aggregate principal amount of new senior notes due 2034 (the “notes”) to refinance $1.5 billion of its currently outstanding notes. Completion of the notes offering is subject to, among other things, pricing and customary closing conditions.

Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all of the aggregate principal amount outstanding of its 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”).

The notes will be Tenet’s unsecured obligations and will rank equally in right of payment with its existing and future senior unsecured obligations, will rank senior in right of payment to all of Tenet’s existing and future unsecured subordinated obligations, will be effectively subordinated to all of Tenet’s existing and future senior secured obligations to the extent of the value of the collateral securing Tenet’s senior secured obligations and will be structurally subordinated to all obligations and liabilities of Tenet’s subsidiaries to the extent of the value of the assets of such subsidiaries.

The notes to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes will be offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.

This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This news release shall not constitute a notice of redemption of the 2027 Notes.

Cautionary Statement

This release contains “forward-looking statements” - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address Tenet’s expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “assume,” “believe,” “budget,” “estimate,” “forecast,” “intend,” “plan,” “predict,” “project,” “seek,” “see,” “target,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause Tenet’s actual results to be materially different than those expressed in Tenet’s forward-looking statements include, but are not limited to the factors disclosed under “Forward-Looking Statements” and “Risk Factors” in our Form 10-K for the year ended December 31, 2025, subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission.

About Tenet Healthcare

Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas. Our care delivery network includes United Surgical Partners International, the largest ambulatory platform in the country, which operates ambulatory surgery centers and surgical hospitals. We also operate a national portfolio of acute care and specialty hospitals, other outpatient facilities, a network of leading employed physicians and a global business center in Manila, Philippines. Our Conifer Health Solutions subsidiary provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers, and other clients. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve.

###

Investor Contact:

Will McDowell

469-893-2387

william.mcdowell@tenethealth.com

Media Contact:

Olivia E. Nadler

469-893-6352

MediaRelations@tenethealth.com

EX-99.2

Filename: thc-20260908ex992.htm · Sequence: 3

Document

Exhibit 99.2

Tenet Announces Upsizing and Pricing of Its $2.0 Billion Private Offering of Senior Notes

DALLAS – September 8, 2026 – Tenet Healthcare Corporation (NYSE: THC) today announced the pricing of the previously announced private placement offering and has agreed to issue and sell $2.0 billion in aggregate principal amount of senior notes due on September 15, 2034, which will bear interest at a rate of 6.250% per annum (the “notes”). The aggregate principal amount of notes to be issued in the offering was increased to $2.0 billion from the previously announced amount of $1.5 billion. Completion of the notes offering is expected to occur on September 22, 2026, and is subject to, among other things, customary closing conditions.

Tenet intends to use the net proceeds from the sale of the notes, after payment of fees and expenses, to finance, together with cash on hand, the redemption of all $1.5 billion outstanding of its 5.125% senior secured first lien notes due November 2027 (the “2027 Notes”) and the partial redemption of $0.5 billion outstanding of its 6.125% senior notes due October 2028 (the “2028 Notes” and, together with the 2027 Notes, the “Redemption Notes”).

conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.

This news release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This news release shall not constitute a notice of redemption of the Redemption Notes.

Cautionary Statement

About Tenet Healthcare

###

Investor Contact:

Will McDowell

469-893-2387

william.mcdowell@tenethealth.com

Media Contact:

Olivia E. Nadler

469-893-6352

MediaRelations@tenethealth.com

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