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As of December 31, 2025, our total indebtedness was $46.492 billion.
−Removed: As of December 31, 2024, we had availability of $3.486 billion under our senior secured cash flow credit facility and $4.500 billion under our senior secured asset-based revolving credit facility, after giving effect to letters of credit and borrowing base limitations.
+Added: As of December 31, 2025, we had availability of $5.779 billion under our senior unsecured credit facility (after giving effect to all issued and outstanding letters of credit and our intention to maintain a minimum available borrowing capacity equal to the aggregate amount outstanding under the commercial paper program ($2.207 billion as of December 31, 2025)).
Our indebtedness could have important consequences, including:
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• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
−Removed: We and our subsidiaries have the ability to incur additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indentures governing our outstanding notes.
+Added: We and our subsidiaries have the ability to incur additional indebtedness in the future, subject to the restrictions contained in our senior unsecured credit facility and the indentures governing our outstanding notes.
If new indebtedness is added to our current debt levels, interest rates and the related risks that we now face could intensify.
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Accordingly, repayment of our indebtedness is dependent on the generation of cash flows by our subsidiaries and their ability to make such cash available to us by dividend, debt repayment or otherwise.
−Removed: Our subsidiaries may not be able to, or may not be permitted to, make distributions
−Removed: to enable us to make payments in respect of our indebtedness.
+Added: Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness.
Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.
−Removed: We may find it necessary or prudent to refinance our outstanding indebtedness, the terms of which may not be favorable to us.
+Added: We may find it necessary or prudent to refinance our outstanding indebtedness, the terms of which refinancing may not be favorable to us.
Our ability to refinance our indebtedness on favorable terms, or at all, is directly affected by the then current global economic and financial conditions which affect the availability of debt financing and the rates at which such financing is available.
In addition, our ability to incur secured indebtedness depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors.
+Added: Downgrades in our credit ratings may also negatively affect availability of debt financing and the rates at which such financing is available.
If our cash flows and capital resources are insufficient to fund our debt service obligations or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure our indebtedness.
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Our debt agreements contain restrictions that limit our flexibility in operating our business.
−Removed: Our senior secured credit facilities and, to a lesser extent, the indentures governing our outstanding notes contain various covenants that limit our ability to engage in specified types of transactions.
−Removed: These covenants limit our and certain of our subsidiaries’ ability to, among other things:
+Added: Our senior unsecured credit facility and the indentures governing our outstanding notes contain various covenants that limit our ability to engage in specified types of transactions.
+Added: These covenants limit our and/or certain of our subsidiaries’ ability to, among other things:
• incur additional indebtedness or issue certain preferred shares;
−Removed: • pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;
−Removed: • make certain investments;
−Removed: • sell or transfer assets;
• create liens;
+Added: • engage in certain sale and lease-back transactions;
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
−Removed: • enter into certain transactions with our affiliates.
−Removed: Under our asset-based revolving credit facility, borrowing availability is subject to a borrowing base of 85% of eligible accounts receivable less customary reserves, with any reduction in the borrowing base that results in the borrowing base falling below the amount committed by the lenders thereunder commensurately reducing our ability to access this facility as a source of liquidity.
−Removed: In addition, under the asset-based revolving credit facility, when (and for as long as) the combined availability under our asset-based revolving credit facility and the revolving facility under our senior secured cash flow credit facility is less than a specified amount for a certain period of time or, if a payment or bankruptcy event of default has occurred and is continuing, funds deposited into any of our depository accounts will be transferred on a daily basis into a blocked account with the administrative agent and applied to prepay loans under the asset-based revolving credit facility and to collateralize letters of credit issued thereunder.
−Removed: Under our senior secured credit facilities, we are required to satisfy and maintain specified financial ratios.
−Removed: Our ability to meet those financial ratios may be affected by global economic and financial conditions or other events beyond our control, and there can be no assurance we will continue to meet those ratios.
−Removed: A breach of this or any other covenant could result in a default under both the cash flow credit facility and the asset-based revolving credit facility.
−Removed: Upon the occurrence of an event of default under these senior secured credit facilities, the lenders thereunder could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit, which would also result in an event of default under a significant portion of our other outstanding indebtedness.
−Removed: If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure such indebtedness.
−Removed: We have pledged a significant portion of our assets under our senior secured credit facilities.
−Removed: If any of the lenders under the senior secured credit facilities accelerate the repayment of borrowings, there can be no assurance there will be sufficient assets to repay the senior secured credit facilities and our other indebtedness.
+Added: Under our senior unsecured credit facility, we are required to satisfy and maintain a specified financial ratio.
+Added: Our ability to maintain this financial ratio may be affected by global economic and financial conditions or other events beyond our control, and there can be no assurance we will continue to maintain this ratio.
+Added: A breach of this or any other covenant could result in a default under our senior unsecured credit facility, upon which the lenders thereunder could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit, which would also result in an event of default under a significant portion of our other outstanding
+Added: indebtedness.
+Added: In a scenario where the repayment of borrowings is accelerated, there can be no assurance there will be sufficient assets to repay our senior unsecured credit facility and our other indebtedness.
Risks related to human capital:
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The impact of labor shortages across the health care industry may result in other health care facilities, such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to such facilities, increase labor costs and further exacerbate the demand on our resources, supplies and staffing.
−Removed: Economic conditions, including macroeconomic uncertainties and inflationary pressure, workforce burnout, and public health conditions have exacerbated workforce competition, personnel shortages and capacity constraints.
+Added: Economic conditions, including macroeconomic uncertainties and inflationary pressure, workforce burnout, and public health conditions and other factors, have exacerbated workforce competition, personnel shortages and capacity constraints.
+Added: New limitations on federal loan eligibility, other student loan changes imposed pursuant to the FBA and changes to immigration policies may also impact health care personnel shortages.
We may be required to increase wages and benefits to recruit and retain nurses and other medical support personnel and to hire more expensive temporary or contract personnel.
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Such physicians may terminate their affiliation with our hospitals at any time.
−Removed: If states enact legal restrictions on the provision of medical care, such restrictions may impact providers' recruitment and retention efforts in certain states.
−Removed: We anticipate facing increased challenges in this area as the physician population reaches retirement age, especially if there is a shortage of physicians willing and able to provide comparable services.
+Added: Some states have enacted restrictions on the provision of certain procedures or types of care, which may impact providers ’ recruitment and retention efforts in those states.
+Added: We anticipate facing increased challenges with recruitment and retention as a significant portion of the current physician population reaches retirement age, especially if there is a shortage of physicians willing and able to provide comparable services.
+Added: Moreover, changes in immigration policies could reduce the availability of international physicians.
If we are unable to recruit and retain quality physicians to affiliate with our hospitals, enter into contractual arrangements with hospital-based physicians, or provide adequate support personnel or technologically advanced equipment and hospital facilities that meet the needs of those physicians and their patients, our admissions may decrease, our operating performance may decline, and our capacity and growth prospects may be materially adversely affected.
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The talents and efforts of our employees, particularly our key management, are vital to our success.
−Removed: The members of our management team have significant industry experience, and if any member leaves the Company, such member would be difficult to replace.
+Added: The members of our management team have significant industry experience, and if any member of our management team leaves the Company unexpectedly, such member would be difficult to replace.
While we have adopted succession plans to prepare for such an event, our succession plans may not result in a successful transition.
Further, institutional knowledge may be lost in any potential managerial transition.
−Removed: We may be unable to retain key management or attract other highly qualified employees, particularly if we do
−Removed: not offer employment terms that are competitive with the rest of the labor market.
+Added: We may be unable to retain key management or attract other highly qualified employees, particularly if we do not offer employment terms that are competitive with the rest of the labor market.
Failure to attract, hire, develop, motivate, and retain highly qualified employee talent or failure to develop and implement an adequate succession plan for the management team could disrupt our operations and adversely affect our business and our future success.
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Such incidents could subject us to litigation and foreign, federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business.
−Removed: We, directly and through our vendors and other third parties, collect and store on our networks and devices and third-party technology platforms sensitive information, including intellectual property, proprietary business information, protected health information of our patients and personally identifiable information of our employees, patients and consumers.
−Removed: Our facilities use EHRs and medical devices that store or transmit information that are integral to the provision of patient care, and these systems and devices are increasingly connected to the internet, hospital networks and other medical devices.
+Added: We, directly and through our vendors and other third parties, collect and store on networks, devices and technology platforms sensitive information, including intellectual property, proprietary business information, protected health information of our patients and personally identifiable information of our employees, patients and consumers.
+Added: Our facilities use EHR and other information systems and medical devices that store or transmit information that are integral to the provision of patient care, and these systems and devices are increasingly connected to the internet, hospital networks and other medical devices.
The secure maintenance of this information and technology is critical to our business operations.
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We rely on a substantial number of employees, contractors, personnel, hardware, software, applications, and third-party vendors, platforms and technologies, each of which may represent an attack surface for threat actors.
−Removed: Threats from malicious threat actors, including nation-state actors and ransomware groups, new vulnerabilities and advanced new attacks against our, or our vendors’, information systems and devices create risk of cybersecurity incidents, including ransomware, malware and phishing incidents, in which third parties attempt to fraudulently induce our employees or our vendors’ employees into disclosing usernames, passwords or other sensitive information, which can in turn be used for unauthorized access to our or our vendors’ systems.
+Added: Threats from malicious actors, including nation-state actors and ransomware groups, new vulnerabilities and advanced new attacks against our, or our vendors’, information systems and devices create risk of cybersecurity incidents, including ransomware, malware and phishing incidents, in which third parties attempt to fraudulently induce our employees or our vendors’ employees into disclosing usernames, passwords or other sensitive information, which can in turn be used for unauthorized access to our or our vendors’ systems.
We, our vendors and other third parties have experienced cybersecurity incidents in the past and continue to be the target of attempted cybersecurity and other threats that could have a significant impact on our business, including threats by third parties seeking to access, misappropriate, corrupt, or manipulate our information or disrupt our operations.
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Internal access management failures could also result in the compromise or unauthorized exposure of confidential data.
−Removed: Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture, or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise cybersecurity or information security.
+Added: Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture, or operations or could be inadvertently or
+Added: intentionally implemented or used in a manner that could compromise cybersecurity or information security.
There can be no assurance that we or our vendors and other third parties will not be subject to additional cybersecurity threats and incidents that bypass our or their security measures, impact the integrity, availability or privacy of personal health information or other data subject to privacy laws or disrupt our or their information systems, devices or business, including our ability to provide various health care services.
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Further, consumer confidence in the integrity and security of personal information and critical operations data in the health care industry generally could be shaken to the extent there are successful cyberattacks at other health care services companies, which could have a material, adverse effect on our business, financial position or results of operations.
−Removed: Cybersecurity, privacy, physical security and the continued development and enhancement of our controls, processes and practices designed to protect our facilities, information systems and data from attack, damage or unauthorized access remain a priority for us.
−Removed: As cyber threats continue to evolve, along with their increased volume and sophistication, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities or incidents, and such measures may decrease the efficiency of our operations.
−Removed: We may also be required to expend additional resources to comply with evolving federal and state requirements related to cybersecurity and information security, including those focused on health care providers.
+Added: Cybersecurity, privacy, physical security, operational resiliency and the continued development and enhancement of our controls, processes and practices designed to protect our facilities, information systems and data from attack, damage or unauthorized access remain a priority for us.
+Added: However, as cyber threats continue to evolve, along with their increased volume and sophistication, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities or incidents, and such measures may decrease the efficiency of our operations.
+Added: We may also be required to expend additional resources to comply with evolving federal, state and industry requirements related to cybersecurity and information security, including those focused on health care providers.
Although, to date, no cyberattack or other information or security breach has resulted in material losses or other material consequences to us, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical cybersecurity, information security and software vulnerabilities, will be sufficient and/or timely and that we will not suffer material losses or consequences in the future.
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and (vi) foreign, federal and state governmental inquiries, any of which could have a material, adverse effect on our financial position and results of operations and harm our business reputation.
−Removed: Our operations could be impaired by a failure of our information systems.
+Added: Our operations could be impaired by a failure in or breach of our information systems or those of third parties on whose systems our business relies.
The performance of our information systems is critical to our business operations.
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We have taken precautionary measures designed to prevent problems that could affect our information systems.
−Removed: Nevertheless, we or our vendors and other third parties that we rely upon may experience system failures and disruptions.
−Removed: The occurrence of any system failure could result in interruptions, delays, the loss or corruption of data and cessations or interruptions in the availability of systems, any of which could have a material, adverse effect on our financial position and results of operations and harm our business reputation.
+Added: Nevertheless, there can be no assurance that our business continuity, technology change and information security response plans will effectively mitigate our operational risks.
+Added: We or our vendors and other third parties upon whom
+Added: we rely may experience system failures and disruptions.
+Added: The occurrence of any system failure could result in business interruptions or delays, the loss or corruption of data and cessations or interruptions in the availability of systems, any of which could have a material, adverse effect on our financial position and results of operations and harm our business reputation.
Health care technology initiatives, particularly those related to sharing patient data and interoperability and AI, involve risks that may adversely affect our operations.
−Removed: The federal government is working to promote the adoption of health information technology and the promotion of nationwide health information exchange to improve health care.
+Added: The federal government is promoting the adoption of health information technology and the nationwide health information exchange to improve health care.
For example, HHS incentivizes the adoption and meaningful use of certified EHR technology through its Medicare Promoting Interoperability Program and Quality Payment Program.
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Eligible health care professionals are also subject to positive or negative payment adjustments based, in part, on their use of EHR technology.
−Removed: Therefore, if our hospitals and employed professionals are unable to properly adopt, maintain and utilize certified EHR
−Removed: systems, we could be subject to penalties that may have an adverse effect on our financial condition and results of operations.
+Added: Therefore, if our hospitals and employed professionals are unable to properly adopt, maintain and utilize certified EHR systems, any resulting payment adjustments may have an adverse effect on our financial condition and results of operations.
As EHR technologies have become widespread, the federal government has increased its focus on promoting patient access to health care data and interoperability.
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For example, our physicians are adopting the use of generative AI to assist with the taking of patient medical notes, among other tasks.
+Added: We may also use AI in health care-related administrative tasks, including in the collection of patient accounts receivable.
Rapid changes in technology driven by AI may require us to expend significant resources to acquire, develop, implement and maintain that technology.
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The development of AI technologies is complex, and there are technical challenges associated with achieving the desired level of accuracy, efficiency and reliability.
−Removed: For instance, AI models used by us or third-party vendors may be based on biased or deficient datasets, which could result in inaccurate or misleading outputs.
−Removed: Ineffective or inadequate AI development or deployment practices by us or third-party developers or vendors, including any disruptions or failures of AI systems once implemented, could result in unintended consequences.
+Added: For instance, AI models used by us or third-party vendors may be based on biased, inaccurate or deficient datasets, which could result in inaccurate or misleading outputs.
+Added: Ineffective or inadequate AI development or deployment practices by us or third-party developers or vendors, including any disruptions, errors or failures of AI systems once implemented, could result in unintended consequences.
Should the use of AI technologies fail to operate as anticipated or not perform as specified, including any biases or errors in the outputs of AI, patient care may be affected, legal claims may be asserted against us and our reputation may be harmed.
−Removed: Further, federal and state requirements regarding the use of AI by health care providers continue to evolve.
−Removed: For example, HHS finalized a rule in December 2023 imposing transparency requirements for AI and other predictive algorithms that are part of certified health information technology.
+Added: Further, federal and state requirements regarding the use of AI by health care providers continue to evolve and could conflict as administrations take differing approaches to evolving AI.
+Added: For example, HHS imposes transparency requirements for AI and other predictive algorithms that are part of certified health information technology.
Some states have adopted or are considering additional measures regarding the use of AI within the health care industry.
−Removed: For example, AB 3030 requires that certain disclaimers and instructions be provided to patients if generative AI is used to create patient communications pertaining to patient clinical information.
−Removed: In addition, the AIPA requires that physicians, nurses and other regulated health care providers disclose when an individual is interacting with generative AI while receiving the regulated service.
−Removed: Further, the CAIA will impose significant requirements on companies that use AI systems to recommend certain health decisions.
+Added: For example, California’s AB 3030 requires that certain disclaimers and instructions be provided to patients if generative AI is used to create patient communications pertaining to patient clinical information.
+Added: In addition, Utah’s AIPA requires that physicians, nurses and other regulated health care providers disclose when an individual is interacting with generative AI in a “high-risk” manner, including the collection of health data or the provision of medical advice or services.
+Added: Further, in Colorado, the CAIA will impose significant requirements on companies that use AI systems to recommend certain health decisions.
If we or our third-party providers are restricted from using AI as a result of any laws or regulations, it could impact our operations and cause us to incur costs to replace or modify our use of AI.
We may be subject to financial penalties or other disincentives or experience reputational damage for failure to comply with applicable laws and regulations.
−Removed: In addition, any failure or perceived failure by us or our third-party providers to comply with applicable AI laws and regulations could result in investigations or legal proceedings, which could result in significant legal costs and potential liability.
−Removed: We may not be adequately reimbursed by third-party payers for services involving new technology.
−Removed: As health care technology continues to advance, the price of purchasing new technology has significantly increased for providers.
−Removed: Some payers have not adapted their payment systems to adequately cover the cost of new technology used to treat patients.
−Removed: If reimbursement from third-party payers for services involving new technology does not sufficiently cover our purchasing costs, we may be unable to acquire new technology.
−Removed: Even without sufficient third-party reimbursement, we may acquire or utilize new technology in order to treat our patients.
−Removed: In either case, our results of operations and financial position could be adversely affected.
+Added: In addition, any failure or perceived failure by us or our third-party providers to
+Added: comply with applicable AI laws and regulations could result in investigations or legal proceedings, which could result in significant legal costs and potential liability.
+Added: Failure to effectively manage change associated with our technology, resiliency and other initiatives, including with respect to the implementation of a new EHR platform, may adversely affect our business, services and results of operations.
+Added: We utilize multiple integrated software and hardware operating systems across our operations, including in our hospitals.
+Added: Although we continually monitor these systems and strive to design our policies, programs and processes to preserve or manage these systems, such processes may not be effective and are subject to weaknesses and failures, including human error, data limitations, process delays, system outages, cybersecurity incidents or failed controls.
+Added: Failure to effectively preserve or manage data accurately, timely and completely may adversely affect its quality and reliability and impair our ability to manage business needs, the provision of care, strategic decision-making and operations.
+Added: We employ change management methodologies to plan, test and execute system upgrades and improvements.
+Added: However, we cannot guarantee that our systems will operate as designed or that the implementation of new systems or upgrades will not be subject to excessive costs or disruptions to our operations or business.
+Added: We are implementing a new EHR platform across our facilities, which is complex and time-intensive.
+Added: Significant internal and external resources have been, and will continue to be, required for successful implementation, including resources to train colleagues.
+Added: Complexity or delay in implementation may require substantial additional time and expense and divert management’s attention from other strategic priorities, which, in turn, could adversely affect our business, results of operations or financial condition.
+Added: While we have taken steps intended to mitigate implementation risks, including staged deployments in certain facilities, there is no guarantee these mitigation efforts will be effective.
+Added: Further, we are executing financial resiliency initiatives designed to generate efficiencies and cost reductions that we expect will offset in part the adverse effects on our business from recent health care policy reforms, including the expiration of the enhanced premium tax credits and changes resulting from the FBA.
+Added: Our ability to realize the benefits from these financial resiliency initiatives is subject to known and unknown risks and uncertainties, and failure to realize the expected benefits may have an adverse effect on our business and results of operations.
Risks related to public health crises:
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If a pandemic, epidemic, outbreak of an infectious disease or other public health crisis were to occur in an area in which we operate, our operations could be adversely affected.
−Removed: Such a crisis could diminish the public trust in health care
−Removed: facilities, especially hospitals that fail to accurately or timely diagnose, or are treating (or have treated) patients affected by infectious diseases.
+Added: Such a crisis could diminish the public trust in health care facilities, especially hospitals that fail to accurately or timely diagnose, or are treating (or have treated) patients affected by infectious diseases.
If any of our facilities are involved, or perceived as being involved, in treating patients from such an infectious disease, other patients might cancel elective procedures or fail to seek needed care at our facilities, and our reputation may be negatively affected.
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We are unable to predict whether, what, and when changes in the health care industry may occur, and the effects and ultimate impact of any changes are uncertain and may adversely affect our business and results of operations.
−Removed: The health care industry is subject to changing political, regulatory and other influences.
−Removed: Regulatory uncertainty has increased as a result of decisions issued by the U.S.
−Removed: Supreme Court in June 2024 that affect review of federal agency actions.
−Removed: These decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts, expand the time period during which a plaintiff can sue regulators, and may result in inconsistent judicial interpretations and delays in agency rulemaking processes.
−Removed: In Loper Bright Enterprises v.
−Removed: Raimondo , the Court overruled a legal framework that gave significant judicial deference to federal agency interpretations of federal statutes.
−Removed: The Court held that courts must instead exercise independent judgment when deciding whether an agency has acted within its statutory authority and that courts may not defer to an agency interpretation simply because a statute is ambiguous.
−Removed: The Loper Bright decision and other recent decisions of the U.S.
−Removed: Supreme Court could have significant impacts on government agency regulation, particularly within the heavily regulated health care industry, and may have broad implications for our business.
−Removed: While the effects of these decisions will become apparent over the coming months and years, we anticipate an increase in legal challenges to health care regulations and agency guidance and decisions, including, but not limited to, those issued by HHS and its agencies, including CMS, the FDA and the OIG.
−Removed: Federal agencies oversee, regulate and otherwise affect many aspects of our business, including through Medicare and Medicaid payment and coverage policies, policies affecting the size of the uninsured population, administration of state Medicaid programs and enforcement and interpretation of fraud and abuse laws.
+Added: The health care industry is heavily regulated.
+Added: Federal agencies oversee, regulate and otherwise affect many aspects of our business, including through Medicare and Medicaid policies, policies affecting the size of the uninsured population, and enforcement and interpretation of fraud and abuse laws.
+Added: Several executive orders have been issued
+Added: that impact or may impact the health care industry, including measures aimed at restructuring government agencies and eliminating government expenditures and resulting in holds on or cancellations of congressionally authorized spending.
+Added: In March 2025, HHS announced a significant agency restructuring intended to reduce the HHS workforce and consolidate divisions of the agency.
+Added: Changes in agency structures and staffing, such as reduction or elimination of personnel and agencies, may result in changes to established rulemaking conventions and timelines, including for regularly issued reimbursement rules, among other effects.
+Added: HHS also announced a change in its policy on public participation in rulemaking that may negatively affect the ability of industry participants to receive advance notice of and offer feedback on some policy changes.
+Added: Regulatory uncertainty has also increased as a result of recent decisions issued by the U.S.
+Added: Supreme Court that affect review of federal agency actions, including Loper Bright Enterprises v.
+Added: These Supreme Court decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts, expand the time period during which a plaintiff can sue regulators, and may result in inconsistent judicial interpretations and delays in agency rulemaking processes.
+Added: These decisions may also increase legal challenges to health care regulations and agency guidance and decisions, including, but not limited to, those issued by HHS and its agencies, including CMS, the FDA and the OIG.
Impacts of the recent Supreme Court decisions could require us to make changes to our operations and have a material negative impact on our business.
−Removed: The health care industry has been and continues to be impacted by health care reform efforts.
−Removed: For example, the Affordable Care Act affects how health care services are covered, delivered and reimbursed, and expanded health insurance coverage through a combination of public program expansion and private sector health insurance reforms.
−Removed: Changes in the law’s implementation, subsequent legislation and regulations, state initiatives and other factors have affected and may continue to affect the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if purchased, and may impact our payer mix.
−Removed: Reductions in the number of insured individuals or the scope of insurance coverage, or an increase in patients covered under governmental health programs or other health plans with lower reimbursement levels, may have an adverse effect on our business.
−Removed: For example, the ARPA temporarily enhanced premium tax credits available for purchasing coverage through the Exchanges by lowering premiums and raising income eligibility thresholds.
−Removed: Subsequent legislation extended these enhanced premium tax credits through 2025.
−Removed: However, further extension is uncertain, and we believe the expiration of these enhanced premium tax credits would adversely impact Exchange enrollment and significantly increase the uninsured rate.
+Added: The health care industry has been and continues to be impacted by health care reform efforts and is subject to changing political, regulatory and other influences.
+Added: For example, the Affordable Care Act expanded health insurance coverage through a combination of public program expansion and private sector health insurance reforms.
+Added: Changes in the law’s implementation, subsequent legislation and regulations, state initiatives and other factors have affected and may continue to affect the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if obtained, and may impact our payer mix.
+Added: For example, COVID-19 relief legislation temporarily enhanced the premium tax credits available for purchasing coverage through the Exchanges by lowering premiums and raising income eligibility thresholds, but these enhanced premium tax credits expired at the end of 2025.
+Added: We believe the expiration of the enhanced premium tax credits will adversely impact Exchange enrollment and significantly increase the uninsured rate.
+Added: In addition, the FBA includes several health care policy changes that are expected to impact insurance coverage obtained through the Exchanges, and a final rule issued by CMS in June 2025 makes other changes intended to address affordability, consumer protections and integrity of the Exchanges.
+Added: The June 2025 rule is the subject of legal challenges and, in August 2025, a federal district court issued a nationwide stay of several provisions.
Other legislative and executive branch initiatives related to health insurance, such as permitting the sale of insurance plans that lack currently required consumer protections, could increase rates of uninsured and underinsured individuals and destabilize insurance markets.
−Removed: In addition, the Medicare and Medicaid programs are subject to change, including as a result of changes from the 2024 federal election.
−Removed: For example, some members of Congress have proposed changes intended to accelerate the shift from traditional Medicare to Medicare Advantage, repealing the Affordable Care Act or eliminating some of its consumer protections.
−Removed: The outcome of the 2024 federal election increases regulatory uncertainty.
−Removed: Changes in governmental administration, including changes in agency structures and staffing, such as reduction or elimination of personnel and agencies, may result in changes to established rulemaking conventions and timelines, including for regularly issued reimbursement rules, among other effects.
+Added: Reductions in the number of insured individuals or the scope of insurance coverage, a decline in patients with private insurance coverage, or an increase in patients covered under governmental health programs or other health plans with lower reimbursement levels may have an adverse effect on our business and results of operations.
+Added: In addition, the Medicare and Medicaid programs are subject to change as a result of legislation and administrative actions.
+Added: For example, some members of Congress have proposed changes intended to accelerate the shift from traditional Medicare to Medicare Advantage.
Legislation and administrative actions at the federal level may also impact funding for, or the structure of, the Medicaid program and may shape administration of the Medicaid program at the state level.
−Removed: Changes to the federal funding formula for Medicaid could significantly impact states that expanded Medicaid under the Affordable Care Act, especially if federal contributions for Medicaid expansion populations decrease and states are unable to offset the reductions.
−Removed: Further, some states have trigger laws that would end their Medicaid expansion or
−Removed: require other changes if federal funding is reduced.
−Removed: CMS may make changes to Medicaid payment models and grant states additional flexibility in the administration of state Medicaid programs, including by allowing additional states to condition Medicaid enrollment on work or other community engagement or permitting other eligibility restrictions.
+Added: For example, the FBA includes significant health care policy reforms that are expected to result in Medicaid spending reductions and changes in administration of state Medicaid programs.
+Added: Among other changes, the law limits eligibility for Medicaid by imposing work or community engagement requirements for adults under age 65 in Medicaid expansion states, including states with waiver-based expansions, subject to limited exceptions.
+Added: The law also makes significant changes to Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, with greater restrictions in states that have expanded Medicaid.
+Added: It is difficult to predict the ultimate effects of the FBA, as it is a complex law that mandates various changes over time and we expect additional rulemaking and guidance from federal agencies regarding implementation.
+Added: However, reductions in federal matching funds and increased state obligations and administrative burden could result in state limitations on Medicaid eligibility or coverage, among other effects, particularly if states are unable to offset reductions in federal funding.
+Added: Some states have trigger laws that would end their Medicaid expansion or require other changes if the federal funding match rate is reduced or similar funding restrictions are imposed for Medicaid expansion.
+Added: Although most of these trigger laws are not directly implicated by the FBA, some states may nonetheless consider or make changes to Medicaid expansion programs due to related budgetary pressures.
+Added: In addition to implementing changes mandated through legislation, CMS may make changes to Medicaid payment models and may impose new restrictions or grant states additional flexibility in the administration of state Medicaid programs.
Other health reform initiatives and proposals at the federal and state levels include those focused on price transparency and out-of-network charges, which may impact prices, our relationships with patients, payers or ancillary providers (such as anesthesiologists, radiologists and pathologists) and our competitive position, and site-neutral payment policies, which may reduce the reimbursement we receive.
−Removed: Some states are considering or have imposed rate-setting measures, including limits on hospital rates.
+Added: Some states are considering or have imposed
+Added: rate-setting measures, including limits on hospital rates.
Other industry participants, such as private payers and large employer groups and their affiliates, may also introduce financial or delivery system reforms.
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In recent years, legislative and regulatory changes have resulted in limitations on and, in some cases, reductions in levels of payments to health care providers for certain services under the Medicare program.
−Removed: For example, Congress established automatic spending reductions, referred to as sequestration, under the BCA, resulting in a 2% reduction in Medicare payments that extends through the first eight months of federal fiscal year 2032.
+Added: For example, Congress established automatic spending reductions, referred to as sequestration, under the BCA, resulting in a 2% reduction in Medicare payments that extends through the first five months of federal fiscal year 2033.
These reductions are in addition to reductions mandated by other laws.
−Removed: It is difficult to predict whether, when or what other deficit reduction initiatives may be proposed by Congress, but we anticipate that efforts to address the federal budget deficit will continue to place pressures on government health care programs and that future legislation may include additional Medicare spending reductions.
+Added: It is difficult to predict whether, when or what other deficit or other spending reduction initiatives may be proposed by Congress, but we anticipate that efforts to address the federal budget deficit will continue to place pressures on government health care programs and that future legislation may include additional Medicare spending reductions.
From time to time, CMS revises the reimbursement systems used to reimburse health care providers, including changes to the inpatient hospital MS-DRG system and other payment systems, which may result in reduced Medicare payments.
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Supreme Court, CMS finalized payment reductions under the outpatient PPS.
−Removed: Payment rates were reduced for non-drug services in calendar year 2023, and additional reductions to payments for non-drug item and services will take effect in calendar year 2026 and continue for approximately 16 years.
−Removed: As another example, CMS recently finalized changes to the Medicaid fraction of the Medicare DSH payment formula that will result in lower DSH payments for many hospitals.
+Added: Payment rates were reduced for non-drug services in calendar year 2023, and additional reductions to payments for non-drug item and services took effect in calendar year 2026 and will continue for several years, until the past invalidated payments are offset.
These payment policies and future changes to payment policies may adversely impact our results of operations, and any potential legal challenges to changes may take years to resolve.
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Changes to government health care programs that reduce payments under these programs may negatively impact payments from private third-party payers.
+Added: Legislation and administrative actions at the federal and state levels may also impact the funding for, or structure or administration of, the Medicaid program, including through changes to Medicaid supplemental payments and SDP arrangements.
+Added: For example, the FBA includes significant health care policy reforms that are expected to result in Medicaid spending reductions and changes in administration of state Medicaid programs.
+Added: Among other changes, the law makes significant changes to Medicaid financing mechanisms, including restrictions intended to reduce the federal matching funds received by state Medicaid programs, such as limitations on provider tax arrangements and SDP arrangements.
+Added: The FBA requires HHS to revise regulations governing SDP arrangements to cap total payment rates paid by Medicaid managed care organizations for specified services, tying caps to Medicare payment rates instead of average commercial rates, a change that we anticipate will impact payment rates in many states in which we operate, including Texas.
+Added: It is difficult to anticipate the ultimate effects of the FBA, as it is a complex law that mandates various changes over time and, in many cases, the details of implementation are not yet clear.
+Added: Further, CMS administrators may make other changes to Medicaid payment models and may impose new restrictions or grant states additional
+Added: flexibilities in the administration of state Medicaid programs.
+Added: For example, structural and other changes to Medicaid supplemental payment programs and SDP arrangements, both of which are subject to CMS approval, could result in our revenues from such payments being reduced or eliminated.
+Added: Among other measures, states may divert funding for SDP arrangements from other payment programs or direct payments to a specific subset of providers, and we may not satisfy applicable criteria.
In addition, several states in which we operate face budgetary challenges that have resulted, and likely will continue to result, in reduced Medicaid funding levels to hospitals and other providers.
Because most states must operate with balanced budgets and the Medicaid program is often a state’s largest program, some states have enacted or may consider enacting legislation designed to reduce their Medicaid expenditures.
−Removed: Many states have also adopted, or are considering, legislation designed to reduce coverage, change patient eligibility requirements, enroll Medicaid recipients in managed
−Removed: care programs, and/or impose additional taxes on hospitals to help finance or expand the states’ Medicaid systems.
−Removed: Periods of economic weakness may increase the budgetary pressures on many states, and these budgetary pressures may result in decreased spending, or decreased spending growth, for Medicaid programs and the Children’s Health Insurance Program in many states.
−Removed: Further, we may be impacted by developments at the federal and state levels related to Medicaid supplemental payments, which are state payments that are separate from fee-for-service base payments, and SDP arrangements, which allow states to direct certain Medicaid managed plan expenditures.
−Removed: Structural and other changes to these programs could result in such payments being reduced or eliminated, for example if funding for SDP arrangements is diverted from other payment programs, and if we do not satisfy applicable criteria when payments are directed to a specific subset of providers.
−Removed: Further, legislation and administrative actions at the federal level may impact the funding for, or structure of, the Medicaid program, and may shape the administration of the Medicaid program at the state level.
−Removed: Changes to the federal funding formula for Medicaid could have a particularly significant impact on coverage and reimbursement in states that expanded Medicaid under the Affordable Care Act, as states might not be able to offset decreases in federal funding for expansion populations.
−Removed: In addition, CMS administrators may make changes to Medicaid payment models and may grant states additional flexibility in the administration of state Medicaid programs, including by allowing states to impose eligibility restrictions such as work and community engagement requirements.
+Added: Budgetary pressures, which may be heightened during periods of economic weakness, combined with increased spending demands, including as a result of recent federal actions, are creating additional uncertainty and may result in decreased spending, or decreased spending growth, for Medicaid programs in many states.
+Added: Many states have also adopted, or are considering, legislation or administrative actions designed to reduce coverage, change patient eligibility requirements and/or enroll Medicaid recipients in managed care programs.
Current or future health care reform and deficit reduction efforts, changes or delays in laws or regulations regarding government health care programs, other changes in the administration of government health care programs and changes by private third-party payers in response to health care reform and other changes to government health care programs could have a material, adverse effect on our financial position and results of operations.
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• appropriateness and classification of level and setting of care provided, including proper classification of admissions, observation services and outpatient care;
−Removed: • certifications of patient eligibility for home health and hospice services;
• relationships with physicians and other referral sources and referral recipients;
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A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal information.
−Removed: Various states in which we operate have passed privacy laws and regulations that impose restrictive requirements on the use and disclosure of personal information, and many other state and federal privacy laws have been proposed.
+Added: Various states in which we operate have passed privacy laws and regulations that impose restrictive requirements on the use, disclosure, transfer and storage of personal information, including restrictions on the offshoring of data, and many other state and federal privacy laws have been proposed.
In many cases, these laws are more restrictive or impose more obligations than, and may not be preempted by, the HIPAA privacy and security regulations, may apply to employees and business contacts in addition to patients, and may be subject to new and varying interpretations by courts and government agencies.
The potential effects of these laws are far-reaching and may require us to incur substantial expenses, including costs associated with modifying our data processing practices and policies.
−Removed: Failure to comply with these and any other comprehensive privacy laws passed at the state or federal level may result in regulatory enforcement actions, penalties and damage to our reputation.
As a result of our operations in the United Kingdom, we are subject to the UK Data Protection Act, which contains stricter privacy restrictions than laws and regulations in the United States and provides for significant fines in the event of violations.
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We expect that there will continue to be new or modified laws, regulations, regulatory guidance and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions, which could impact our operations and cause us to incur substantial costs.
−Removed: We send short message service, or SMS, text messages to patients.
−Removed: While we obtain consent from these individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain or our SMS texting practices are not adequate or violate applicable law.
−Removed: In addition, we must ensure that our SMS texting practices comply with regulations and agency guidance under the Telephone Consumer Protection Act (the “TCPA”), a federal statute that protects consumers from unwanted telephone calls, faxes and text messages.
−Removed: While we strive to adhere to strict policies and procedures that comply with the TCPA, the
−Removed: Federal Communications Commission, as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance.
−Removed: Determination by a court or regulatory agency that our SMS texting practices violate the TCPA could subject us to civil penalties and could require us to change some portions of our business.
+Added: We send short message service (“SMS”) text messages to patients.
+Added: We must ensure that our SMS texting practices comply with regulations and agency guidance under the Telephone Consumer Protection Act (the “TCPA”), a federal statute that protects consumers from unwanted telephone calls, faxes and text messages as well as similar state laws and regulations.
+Added: While we strive to adhere to strict policies and procedures that comply with the TCPA and similar state laws, the Federal Communications Commission, the agency that implements and enforces the TCPA, or other federal or state regulatory authorities or private litigants may disagree with our interpretation of such laws, and may claim that the notices and disclosures we provide, form of consents we obtain or our SMS texting practices are not adequate or violate applicable law, all which may subject us to penalties and other consequences for
+Added: noncompliance.
+Added: Determination by a court or regulatory agency that our SMS texting practices violate the TCPA or similar state laws could subject us to civil penalties and could require us to change some portions of our business.
Even an unsuccessful challenge by patients or regulatory authorities of our activities could result in adverse publicity and could require a costly response from and defense by us.
−Removed: Moreover, if wireless carriers or their trade associations, which issue guidelines for texting programs, determine that we have violated their guidelines, our ability to engage in texting programs may be curtailed or revoked, which could impact our operations and cause us to incur costs related to implementing a workaround solution.
+Added: Moreover, if wireless carriers or their trade associations, which issue guidelines for texting programs, determine that we have violated their guidelines, our ability to engage in texting programs may be curtailed or revoked, which could impact our operations and cause us to incur costs related to implementing alternative solutions.
We engage in consumer debt collection for HCA-affiliated hospitals and certain non-affiliated hospitals.
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State efforts to regulate the construction or expansion of health care facilities could impair our ability to operate and expand our operations.
−Removed: Some states, particularly in the eastern part of the country, require health care providers to obtain prior approval, often known as a CON, for the purchase, construction or expansion of health care facilities, to make certain capital expenditures or to make changes in services or bed capacity.
+Added: Some states, particularly in the eastern part of the country, require health care providers to provide notice or obtain prior approval under a CON program for the purchase, construction or expansion of health care facilities, to make certain capital expenditures or to make changes in services or bed capacity.
In giving approval, these states consider the need for additional or expanded health care facilities or services.
We currently operate health care facilities in a number of states with CON laws or that require other types of approvals for the establishment or expansion of certain facility types or services.
−Removed: The failure to obtain any required CON or other required approval could impair our ability to operate or expand
+Added: The failure to obtain any required CON or other required approval or
+Added: provide a required notice could impair our ability to operate or expand operations.
Any such failure could, in turn, adversely affect our ability to attract patients and physicians to our facilities and grow our revenues, which would have an adverse effect on our results of operations.
3 unchanged sentences
We are also subject to examination by federal, state and foreign taxing authorities.
−Removed: Management believes HCA Healthcare, Inc., its predecessors, subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with the Internal Revenue Service (“IRS”), state and foreign taxing authorities and final resolution of any disputes will not have a material, adverse effect on our results of operations or financial position.
+Added: Management believes HCA Healthcare, Inc., its subsidiaries and affiliates properly reported taxable income and paid taxes in accordance with applicable laws and agreements established with the Internal Revenue Service (“IRS”), state and foreign taxing authorities and final resolution of any disputes will not have a material, adverse effect on our results of operations or financial position.
However, if payments due upon final resolution of any issues exceed our recorded estimates, such resolutions could have a material, adverse effect on our results of operations or financial position.
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Government agencies and their agents, such as the MACs, fiscal intermediaries and carriers, as well as the OIG, CMS and state Medicaid programs, conduct audits of our health care operations.
−Removed: CMS and state Medicaid agencies contract with RACs and other contractors on a contingency fee basis to conduct post-payment reviews to detect and correct improper payments in the Medicare program, including managed Medicare plans, and the Medicaid programs.
+Added: CMS and state Medicaid agencies contract with RACs and other contractors to conduct reviews of claims, generally post-payment, and other program integrity activities to detect and correct improper payments in the Medicare program, including managed Medicare plans, and the Medicaid programs.
RAC denials are appealable.
However, the RAC audit and appeals processes can impose a significant administrative burden on providers, and we may experience delays in appealing RAC payment denials.
−Removed: Private third-party payers may conduct similar post-payment audits, and we also perform internal audits and monitoring.
+Added: Private third-party payers may conduct similar payment audits, and we also perform internal audits and monitoring.
Depending on the nature of the conduct found in such audits and whether the underlying conduct could be considered systemic, the resolution of these audits could have a material, adverse effect on our financial position, results of operations and liquidity.
3 unchanged sentences
Many of these actions seek large sums of money as damages and involve significant defense costs.
−Removed: We insure a portion of our professional liability risks through our insurance subsidiary.
+Added: We insure a portion of our professional liability risks through one of our insurance subsidiaries.
Management believes our reserves for self-insured retentions and insurance coverage are sufficient to cover insured claims arising out of the operation of our facilities, although some claims may exceed the scope or amount of the coverage limits of our insurance policies.
5 unchanged sentences
The health care business is highly competitive, and competition among hospitals and other health care providers for patients has intensified in recent years.
−Removed: Generally, other hospitals and health care facilities in the communities we serve provide services similar to those we offer.
−Removed: Trends toward transparency and value-based purchasing may have an impact on our competitive position, ability to obtain and maintain favorable contract terms and patient volumes in ways
−Removed: that are difficult to predict.
+Added: Generally, other hospitals and health care facilities in the communities we
+Added: serve provide services similar to those we offer.
+Added: Trends toward transparency and value-based purchasing may have an impact on our competitive position, ability to obtain and maintain favorable contract terms and patient volumes in ways that are difficult to predict.
On its websites, CMS publicizes performance data related to quality measures and data on patient satisfaction surveys that hospitals, home health agencies, hospices and various other types of Medicare-certified facilities submit in connection with their Medicare reimbursement.
11 unchanged sentences
Recent consolidations of not-for-profit hospital entities may intensify this competitive pressure.
−Removed: There is also increasing consolidation in the third-party payer industry, including vertical integration efforts among third-party payers and health care providers, and increasing efforts by payers to influence or direct the patient’s choice of provider by the use of narrow networks or other strategies.
−Removed: Health care industry participants are increasingly implementing physician alignment strategies, such as employing physicians, acquiring physician practice groups and participating in ACOs or other clinical integration models.
+Added: There is also increasing consolidation in the third-party payer industry, including vertical integration efforts among third-party payers and health care providers, and increasing efforts by payers to influence or direct the patient’s choice of provider by the use of narrow or tiered networks or other strategies.
+Added: Health care industry participants are increasingly implementing physician alignment strategies, such as employing physicians, acquiring physician practice groups and participating in ACOs or other clinical integration models, which may negatively affect our competitive position, including through effects on our recruiting and retention efforts.
Other industry participants, such as large employer groups and their affiliates and large retail chains, may intensify competitive pressure and affect the industry in ways that are difficult to predict.
−Removed: Our hospitals compete with specialty hospitals and with freestanding ASCs and other outpatient providers for market share in certain high margin services and for quality physicians and personnel.
+Added: Our hospitals compete with specialty hospitals and with freestanding ASCs and other outpatient providers with regard to certain high margin services and for quality physicians and personnel.
If ASCs and other outpatient providers are better able to compete in this environment than our hospitals, our hospitals may experience a decline in patient volume, and we may experience a decrease in operating margin.
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The estimated cost of total uncompensated care was $4.605 billion for 2025, $4.366 billion for 2024 and $3.720 billion for 2023.
−Removed: Any increase in the volume of uninsured patients or deterioration in the collectability of uninsured and self-pay accounts receivable could adversely affect our cash flows and results of operations.
+Added: Any increase in the volume of uninsured patients or deterioration in the collectability of uninsured, self-pay and other patient-responsibility accounts receivable could adversely affect our cash flows and results of operations.
Our facilities may experience growth in total uncompensated care as a result of a number of factors, including conditions impacting the overall economy and unemployment levels.
In addition, federal and state legislatures have in recent years considered or passed various proposals impacting the size of the uninsured or underinsured population.
−Removed: For example, the ARPA temporarily enhanced premium tax credits available for purchasing coverage through the Exchanges by lowering premiums and raising income eligibility thresholds.
−Removed: These premium tax credits were extended through 2025.
−Removed: However, further extension is uncertain, and we believe their expiration would adversely impact Exchange enrollment and significantly increase the uninsured rate.
−Removed: In addition, under early COVID-19-related legislation, states that maintained continuous Medicaid enrollment were eligible for a temporary increase in federal funds for state Medicaid expenditures.
−Removed: The resumption of redeterminations for Medicaid enrollees in 2023 resulted in significant coverage disruptions and dis-enrollments of Medicaid enrollees, and the number of individuals enrolled in Medicaid declined in 2024 in comparison to 2023.
−Removed: Medicaid enrollment may be further affected by potential changes to the federal funding formula for Medicaid.
−Removed: For example, some states have trigger laws that would end their Medicaid expansion or require other changes if federal funding for expansion populations is reduced.
−Removed: Further, if federal contributions for Medicaid expansion populations decrease, states that expanded Medicaid might not be able to offset such funding reductions.
+Added: For example, the temporarily enhanced premium tax credits for purchasing coverage through the Exchanges that were established by COVID-19 relief legislation expired at the end of 2025.
+Added: We expect their expiration will adversely impact Exchange enrollment and increase the uninsured rate.
+Added: In addition, the end of the continuous enrollment requirement, also part of COVID-19 relief legislation, and the resumption of redeterminations for Medicaid enrollees in 2023 resulted in significant coverage disruptions and dis-enrollments of Medicaid enrollees, and the number of individuals enrolled in Medicaid declined in 2025 in comparison to 2024.
+Added: The FBA is expected to further adversely affect the uninsured rate, including by requiring pre-enrollment verification of eligibility in a plan with premium tax credits and restricting subsidized marketplace coverage, effectively ending automatic renewals of coverage, and by limiting Medicare and Medicaid eligibility based on immigration status and other factors, among other measures.
Other legislative and executive branch initiatives related to health insurance, such as permitting the sale of insurance plans that lack currently required consumer protections, could also increase rates of uninsured and underinsured individuals.
It is difficult to predict what, whether, and when legislative and regulatory changes may be made in the future.
−Removed: We provide uninsured discounts and charity care for individuals, including for those residing in states that choose not to implement the Medicaid expansion or that modify the terms of the program, for undocumented aliens who are not permitted to enroll in an Exchange plan or government health care programs and for certain others who may not have insurance.
+Added: We provide uninsured discounts and charity care for individuals, including for those residing in states that choose not to implement the Medicaid expansion or that modify the terms of the program, for undocumented immigrants who are not permitted to enroll in an Exchange plan or government health care programs and for certain others who may not have insurance.
Some patients may choose to enroll in lower cost Medicaid plans or other health insurance plans with lower reimbursement levels.
We may also be adversely affected by the growth in patient responsibility accounts as a result of increases in the adoption of health plan structures that shift greater payment responsibility for care to individuals through greater exclusions and copayment and deductible amounts.
+Added: For example, to address anticipated increases in health insurance premiums for consumers, CMS announced in September 2025 that it would expand eligibility for high-deductible catastrophic health insurance plans.
Further, our ability to collect patient responsibility accounts may be limited by statutory, regulatory and investigatory initiatives, including private lawsuits directed at hospital charges and collection practices for uninsured and underinsured patients.
1 unchanged sentence
The estimate must cover items and services that are reasonably expected to be provided together with the primary item or services, including those that may be provided by other providers.
−Removed: If the uninsured or self-pay patient receives a bill that exceeds the good faith estimate by an amount deemed to be substantial by regulation (which is currently $400) or the provider furnishes an item or service that was not included in the good faith estimate, they may initiate a patient-provider dispute resolution process established by regulation.
+Added: If the uninsured or self-pay patient receives a bill that exceeds the good faith estimate by an amount deemed to be substantial by regulation (which is currently $400), they may initiate a patient-provider dispute resolution process established by regulation.
If our volume of patients with private health insurance coverage declines or we are unable to retain and negotiate favorable contracts with private third-party payers, including managed care plans, our revenues may be adversely affected.
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If we experience reductions in the volume of patients with private health insurance coverage, our revenues may be reduced.
−Removed: Factors that may cause enrollment in private health insurance to decrease include economic factors, such as increased unemployment and underemployment rates and inflationary pressures, and legislative or regulatory changes that increase barriers to and costs associated with obtaining or maintaining comprehensive coverage, including changes affecting insurance brokers and Exchange navigators, limiting automatic re-enrollment in plans purchased through the Exchanges, or expanding short-term insurance options.
+Added: Factors that may cause enrollment in private health insurance to decrease include economic factors, such as increased unemployment and underemployment rates and inflationary pressures, and legislative or regulatory changes that increase barriers to and costs associated with obtaining or maintaining comprehensive coverage, including changes affecting insurance brokers and Exchange navigators, limiting automatic re-enrollment
+Added: in plans purchased through the Exchanges, or expanding short-term insurance options.
+Added: We anticipate that several recent developments may adversely affect our revenues by contributing to potential future declines in our volume of patients with private health insurance coverage, including the expiration of enhanced premium tax credits, provisions of the FBA that are expected to impact coverage obtained through the Exchanges, and a final rule issued by CMS in June 2025 focused on affordability, consumer protections and integrity of the Exchanges.
Reimbursement rates are set forth by contract when our facilities are in-network, and payers utilize plan structures to encourage or require the use of in-network providers.
Private third-party payers, including managed care plans and payers participating in the Exchanges, continue to demand discounted fee structures, and the ongoing trend toward consolidation among payers tends to increase their bargaining power over fee structures.
−Removed: Payers may utilize plan structures such as narrow networks and tiered networks that limit beneficiary provider choices, impose significantly higher cost sharing obligations when care is obtained from providers in a disfavored tier or otherwise shift greater financial
−Removed: responsibility for care to individuals.
+Added: Payers may utilize plan structures such as narrow networks and tiered networks that limit beneficiary provider choices, impose significantly higher cost-sharing obligations when care is obtained from providers in a disfavored tier or otherwise shift greater financial responsibility for care to individuals.
Legislative and regulatory initiatives may accelerate or otherwise impact these trends.
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Further, trends in physician treatment protocols and health plan design, such as health plans that shift increased costs and accountability for care to patients, could reduce our surgical volumes and admissions in favor of lower intensity and lower cost treatment methodologies or result in patients seeking care from other providers.
−Removed: Additionally, our operations may be impacted by expansion of in-home acute care models, and our inpatient volumes may decline if various inpatient hospital procedures become eligible for reimbursement by Medicare when performed in outpatient settings.
+Added: Efforts to shift treatment to lower-acuity settings, such as the elimination of Medicare’s inpatient-only list over a three year period beginning in 2026, may reduce our inpatient volumes as various inpatient hospital procedures become eligible for reimbursement by Medicare when performed in outpatient settings and may result in patients seeking care from other providers.
+Added: Additionally, our operations may be impacted by expansion of in-home acute care models.
These and other factors beyond our control may reduce the demand for services we offer and decrease the reimbursement that we receive, which could have a material, adverse effect on our business, financial position and results of operations.
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Utilization review entails the review of the admission and course of treatment of a patient by third-party payers and may involve prior authorization requirements.
−Removed: The Medicare program also issues national or local coverage determinations that restrict the circumstances under which Medicare pays for certain services.
+Added: For example, in 2026, CMS is implementing a new payment and service delivery model, the WISeR model, under which technology vendors will use enhanced technologies, including AI, to address
+Added: compliance with Medicare coverage criteria for selected items and services under fee-for-service Medicare.
+Added: Providers will be required to submit prior authorization requests or be subject to post-service, pre-payment medical review.
+Added: In addition, the Medicare program issues national or local coverage determinations that restrict the circumstances under which Medicare pays for certain services.
Inpatient and outpatient service utilization and inpatient occupancy rates and average lengths of stay continue to be negatively affected by third-party payers’ prior authorization requirements, coverage restrictions, utilization review and by pressure to maximize outpatient and alternative health care delivery services for less acutely ill patients.
−Removed: Cost control efforts have resulted in an increase in reimbursement denials and delays by both governmental and commercial payers, which may decrease the reimbursement we receive and may increase our costs and administrative burden, as additional resources are devoted to collection and documentation efforts.
+Added: In addition, some private third-party payers have implemented downcoding policies to automatically adjust medical claims to reflect lower-cost services.
+Added: Cost control efforts have resulted in an increase in reimbursement denials, negative adjustments and delays by both governmental and commercial payers, which may decrease the reimbursement we receive and may increase our costs and administrative burden, as additional resources are devoted to collection and documentation efforts.
Additionally, the reimbursement we receive may decline as a result of site-neutrality initiatives, which aim to align payment for services across care settings.
+Added: For example, CMS is phasing out the Medicare inpatient-only list over a three year period beginning in 2026, allowing more procedures to be performed on an outpatient basis, including in the ASC setting.
Efforts to impose more stringent cost controls are expected to continue and may have a material, adverse effect on our business, financial condition and results of operations.
2 unchanged sentences
We may encounter difficulty acquiring new facilities or other businesses due to a lack of attractive opportunities or as a result of competition from other purchasers that may be willing to pay purchase prices that are higher than we believe are reasonable.
−Removed: enforcement in the health care industry is currently a priority of the Federal Trade Commission and the DOJ, including with respect to hospital and physician practice acquisitions.
−Removed: States also are increasingly enacting laws modeled after the federal Hart-Scott-Rodino Act, requiring pre-notification of covered transactions.
+Added: States are increasingly enacting laws modeled after the federal Hart-Scott-Rodino Act, requiring pre-notification of covered transactions.
These laws may specifically target health care transactions and may have broad impacts on closing timetables and approvals.
−Removed: Some states require CONs in order to acquire a hospital or other facility, or to expand facilities or services.
+Added: Some states require CONs in order to expand or modify existing facilities or services, and notice or approval related to a CON may be required for the transfer or change of ownership of existing facilities.
In addition, the acquisition of health care facilities often involves licensure approvals or reviews and complex change of ownership processes for Medicare and other payers.
Further, many states have laws that restrict the conversion or sale of not-for-profit hospitals to for-profit entities.
−Removed: These laws may require prior approval from the state attorney general, advance notification of the attorney general or other regulators and community involvement.
+Added: These laws may require prior approval from, or advance notification to, the applicable states ’ attorneys general or other regulators and community involvement.
Attorneys general in states without specific requirements may exercise broad discretionary authority over transactions involving the sale of not-for-profits under their general obligations to protect the use of charitable assets.
These legislative and administrative efforts often focus on the appropriate valuation of the assets divested and the use of the proceeds of the sale by the non-profit seller and may include consideration of commitments for capital improvements and charity care by the purchaser.
−Removed: Similarly, some states require disclosures by certain health care entities, including hospitals and physician practices, to state attorneys general or other designated entities in advance of sales or other transactions.
+Added: Similarly, some states require disclosures regarding structure, financing, markets, anticipated impacts and other information by certain health care entities, including hospitals and physician practices, to state attorneys general or other designated entities in advance of sales or other transactions.
Also, the increasingly challenging regulatory and enforcement environment may negatively impact our ability to acquire health care businesses if they are found to have material unresolved compliance issues, such as repayment obligations.
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We operated 190 hospitals at December 31, 2025, and 102 of those hospitals are located in Florida and Texas.
−Removed: Our Florida and Texas facilities’ combined revenues represented 52% of our consolidated revenues for the year ended December 31, 2024.
+Added: Our Florida and Texas facilities’ combined revenues represented 51% of our consolidated revenues for the year ended
+Added: December 31, 2025.
This geographic concentration makes us particularly sensitive to regulatory, economic, public health, environmental and competitive conditions in those states.
Any material changes in the current payment programs or regulatory, economic, public health, environmental or competitive conditions in those states could have a significant and disproportionate effect on our overall business results.
−Removed: Our business and operations are subject to risks related to changing global weather patterns.
−Removed: Changing global weather patterns present both immediate and long-term physical risks (such as potential increases in the intensity or frequency of hurricanes, extreme weather conditions or other natural disasters) and risks associated with the transition to a low-carbon economy (such as regulatory or technology changes).
−Removed: These changes could result in, for example, temporary declines in the number of patients seeking our services, closures of our hospitals and related facilities, supply chain disruptions, increased costs of products, commodities and energy (including utilities) and disruptions in our information systems, which in turn could negatively impact our business and results of operations.
−Removed: In addition, our hospitals and other facilities in Florida, Texas and other coastal states are located in regions that may be impacted by hurricanes.
−Removed: In the past, hurricanes have had a disruptive effect on the operations of our hospitals and other facilities in Florida, Texas and other coastal states and the patient populations in those states, including Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively.
−Removed: Changing global weather patterns could also increase the intensity or frequency of hurricanes, extreme weather conditions or other natural disasters.
+Added: Our business and operations are subject to risks related to hurricanes, extreme weather events or other natural disasters.
+Added: Our hospitals and other facilities, including those in Florida, Texas and other coastal states, are located in regions that have been, and may in the future be, impacted by hurricanes, extreme weather events or other natural disasters, the intensity or frequency of which could be affected by changing global weather patterns.
+Added: These events could result in, for example, temporary declines in the number of patients seeking our services, closures of our hospitals and related facilities, supply chain disruptions, increased costs of products, commodities and energy (including utilities) and disruptions in our information systems, which in turn could negatively impact our business and results of operations.
Our business assets and activities and the communities we serve have been and could in the future be harmed by a particularly active hurricane season or even a single storm.
We face the risk of losses incurred as a result of physical damage to our hospitals and related facilities and business interruptions caused by such events.
−Removed: We maintain property insurance coverage for claims in excess of deductibles and self-insured retention levels generally at $110 million per occurrence to address the impact of physical damage to our facilities and for business interruption losses.
+Added: We maintain property insurance coverage for claims in excess of deductibles and self-insured retention levels generally at $110 million per occurrence ($120 million effective January 1, 2026) to address the impact of physical damage to our facilities and for business interruption losses.
However, such insurance coverage may be insufficient to cover our losses in excess of what we self-insure, and we may experience a material, adverse effect on our results of operations that is not recoverable through our insurance policies.
−Removed: Additionally, if we experience a significant
−Removed: increase in climate-related events that result in material losses we may be unable to obtain similar levels of property insurance coverage in the future.
−Removed: In addition, changes in consumer preferences and legislation and regulatory requirements regarding sustainability matters, including those associated with the transition to a low-carbon economy, may increase costs associated with compliance, the operation of our facilities and supplies.
−Removed: Sustainability-related laws and regulations, including those limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may adversely impact us through increased compliance costs for us and our suppliers and vendors.
−Removed: Our stakeholders may have differing expectations regarding sustainability matters, and certain stakeholders may not be satisfied or agree with our efforts which may result in reputational harm.
−Removed: Additionally, the varied timing of sustainability-related laws and regulations and disparate regulatory approaches in various jurisdictions could complicate our compliance efforts.
−Removed: Our response to changing global weather patterns, our related strategies, policies, objectives, commitments and disclosure, our ability to achieve our climate-related and other sustainability objectives and commitments (which are subject to risks and uncertainties, many of which are outside of our control) and/or any perception that our response is ineffective or inefficient, or conversely, not in the best interests of the Company could result in reputational harm as a result of negative public sentiment, regulatory scrutiny, litigation and reduced investor and stakeholder confidence.
+Added: Additionally, if we experience a significant increase in hurricanes, extreme weather events or other natural disasters that result in material losses we may be unable to obtain similar levels of property insurance coverage in the future.
The industry trend toward value-based purchasing may negatively impact our revenues.
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Hospitals that meet or exceed the quality performance standards will receive greater reimbursement under the value-based purchasing program than they would have otherwise.
−Removed: In the post-acute care space, home health agencies participate in the nationwide HHVBP Model.
−Removed: Under the model, home health agencies receive increases or reductions to their Medicare fee-for-service payments of up to 5%, based on performance against specific quality measures relative to the performance of other home health providers.
−Removed: Data collected in each performance year affects Medicare payments two years later.
−Removed: CMS has developed several alternative payment models that are intended to reduce costs and improve quality of care for Medicare beneficiaries.
+Added: CMS has developed, and is continuing to modify and develop, alternative payment models that are intended to reduce costs and improve quality of care for Medicare beneficiaries.
Examples of alternative payment models include bundled payment models in which, depending on whether overall CMS spending per episode exceeds or falls below a target specified by CMS and whether quality standards are met, hospitals may receive supplemental Medicare payments or owe repayments to CMS.
−Removed: Generally, participation in bundled payment programs is voluntary, but CMS required hospitals in selected markets to participate in a bundled payment initiative for specified orthopedic procedures, which ended December 31, 2024.
−Removed: Hospitals in selected markets will be required to participate in a new model focused on five specified surgical episodes beginning January 2026.
−Removed: CMS has indicated that it is evaluating the development of more voluntary and mandatory bundled payment models.
+Added: Generally, participation in bundled payment programs is voluntary, but some models are mandatory.
+Added: For example, beginning January 2026, CMS requires hospitals in selected markets to participate in TEAM, a new model focused on five specified surgical episodes.
+Added: Beginning January 2027, specialists treating heart failure and low back pain in outpatient settings in selected geographic areas will be required to participate in the Ambulatory Specialty Model.
Participation in mandatory or voluntary demonstration projects, particularly demonstrations with the potential to affect payment, may negatively impact our results of operations.
−Removed: In a strategic report issued in 2021 and updated in 2022, the CMS Innovation Center highlighted the need to accelerate the movement to value-based care and drive broader system transformation.
−Removed: By 2030, the CMS Innovation Center aims to have all fee-for-service Medicare beneficiaries and the vast majority of Medicaid beneficiaries in an accountable care relationship with providers who are responsible for quality and total medical costs.
−Removed: The CMS Innovation Center signaled its intent to streamline its payment models and to increase provider participation through implementation of more mandatory models.
+Added: The new strategic direction announced by the CMS Innovation Center in 2025 continues to support the transition from Medicare fee-for-service models to value-based payment and care delivery models.
+Added: The CMS Innovation Center has signaled its intent to modify existing models to align with its current strategy and to implement new models,
+Added: indicating that features of models may include requirements that all alternative payment models involve downside risk or that some financial risk shift from conveners to providers.
+Added: The CMS Innovation Center has also indicated that it plans to test improvements in Medicare Advantage and Medicaid.
There are also several state-driven value-based care initiatives.
For example, some states have aligned quality metrics across payers through legislation or regulation.
−Removed: CMS has signaled its intent to support value-based initiatives in the Medicaid context.
−Removed: For example, a final rule issued in May 2024 reduces state burdens for implementing some SDP arrangements, with the intent of helping states use such arrangements to implement value-based initiatives.
−Removed: In addition, private third-party payers are also transitioning toward alternative payment models or implementing other value-based care strategies.
+Added: CMS has signaled its intent to support value-based initiatives in the Medicaid context, such as through its May 2024 final rule revising SDP arrangement requirements, which reduced state burdens to help states use SDP arrangements to implement value-based initiatives.
+Added: However, the FBA’s limitations on SDP arrangements may affect states’ ability to continue or increase Medicaid value-based initiatives.
+Added: In some instances, private third-party payers are also transitioning toward alternative payment models or implementing other value-based care strategies.
For example, many large private third-party payers currently require hospitals to report quality data, and several private third-party payers do not reimburse hospitals for certain preventable adverse events.
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We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts.
+Added: It may be difficult to predict the nature of these programs, the administrative burden involved, and their effects on our operations.
It is unclear whether these and other alternative payment models will successfully coordinate care and reduce costs or whether they will decrease aggregate reimbursement.
2 unchanged sentences
Risks related to macroeconomic conditions:
−Removed: Our overall business results may suffer during periods of general economic weakness or recessions.
+Added: Our overall business results may suffer during periods of significant inflation, general economic weakness or recessions or as a result of changing governmental policies.
Our business is impacted by economic conditions in the United States, including periods of significant inflation, higher interest rates or economic weakness or recessions.
1 unchanged sentence
We anticipate that the federal deficit, the growing magnitude of Medicare and Medicaid expenditures and the aging and health status trends of the U.S.
−Removed: population will continue to place pressure on government health care programs, and it is possible that future deficit reduction legislation will mandate additional Medicare spending reductions.
+Added: population will continue to place pressure on government health care programs, and it is possible that future legislation will mandate or otherwise result in additional Medicare and Medicaid spending reductions.
There is uncertainty regarding the impact of any failure to increase the “debt ceiling,” and any U.S.
government default on its debt could have broad macroeconomic effects.
−Removed: Further, any shutdown of the federal government, failure to enact annual appropriations, hold on congressionally authorized spending or interruptions in the distribution of governmental funds could adversely affect our financial results.
+Added: Further, any shutdown of the federal government, failure to enact appropriations or other lapse in appropriations, hold on congressionally authorized spending or interruptions in the distribution of governmental funds could adversely affect our financial results.
+Added: Additionally, imposed or threatened tariffs have raised, and may continue to raise, the cost of certain medical supplies and products we source from outside the United States.
+Added: While our response to the currently enacted tariffs has generally managed their impact on our overall cost of supplies, there can be no assurances that we will effectively be able to mitigate the effects of future changes in tariff policy.
+Added: We have also experienced, and may continue to experience, supply disruptions, shortages, and other incremental costs.
+Added: We cannot predict whether additional tariffs will be implemented, modified, or rescinded, nor can we predict the impact of further changes to tariff policies on our operations or financial results.
Other risks we face during periods of economic weakness and high unemployment include potential declines in the population covered under managed care agreements, increased patient decisions to postpone or cancel elective and nonemergency health care procedures (including delaying surgical procedures), which may lead to poorer health and higher acuity interventions, potential increases in the uninsured and underinsured populations, increased adoption of health plan structures that shift financial responsibility to patients and further difficulties in collecting patient receivables for copayment and deductible receivables.
−Removed: Further, inflationary pressures may increase operating expenses to a greater degree and faster than reflected in updates to the reimbursement systems of governmental and private payers.
+Added: Further, inflationary pressures and tariffs may increase operating expenses to a greater degree and faster than reflected in updates to the reimbursement systems of governmental and private payers.
General economic conditions, including inflation, when worsening or remaining volatile for an extended period of time, have and may continue to have, a negative impact on our results of operations, liquidity, ability to repay our outstanding debt and trading price of our common stock.
−Removed: These factors may affect the availability, terms or timing on which we may obtain any additional funding and our ability to access our cash.
+Added: These factors may affect the
+Added: availability, terms or timing on which we may obtain any additional funding and our ability to access our cash.
There can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.
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Should the insurance subsidiaries require significant amounts of cash in excess of normal cash requirements to pay claims and other expenses on short notice, we may have difficulty selling these investments in a timely manner or be forced to sell them at a price less than what we might otherwise have been able to in a normal market environment.
−Removed: We may be required to recognize credit-related impairments on long-term
−Removed: investments in future periods should issuers default on interest payments or should the fair market valuations of the securities deteriorate due to ratings downgrades or other issue specific factors.
+Added: We may be required to recognize credit-related impairments on long-term investments in future periods should issuers default on interest payments or should the fair market valuations of the securities deteriorate due to ratings downgrades or other issue specific factors.
We are also exposed to market risk related to changes in interest rates that impact the amount of the interest expense we incur with respect to our floating rate obligations as well as the value of certain investments.
13 unchanged sentences
and certain other investors.
−Removed: Through their investment in Hercules Holding II and other holdings, certain of the Frist-affiliated investors continue to hold a significant interest in our outstanding common stock (approximately 28% as of January 31, 2025).
−Removed: In addition, pursuant to a stockholders' agreement we entered into with Hercules Holding II and the Frist-affiliated investors, certain representatives of these investors have the continued right to nominate certain of the members of our Board of Directors.
+Added: Through their investment in Hercules Holding II, Frisco Holding II and other holdings, certain of the Frist-affiliated investors continue to hold a significant interest in our outstanding common stock (approximately 31% as of January 31, 2026).
+Added: In addition, pursuant to a stockholders ’ agreement we entered into with Hercules Holding II, Frisco Holding II and the Frist-affiliated investors, certain representatives of these investors have the continued right to nominate certain of the members of our Board of Directors.
As a result, certain of these investors potentially have the ability to influence our decisions to enter into corporate transactions (and the terms thereof) and prevent changes in the composition of our Board of Directors or any transaction that requires stockholder approval.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.