UHSUniversal Health Services

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Alan B. Miller serves as the Executive Chairman. Alan B. Miller also serves as the Chairman of the Board of Trustees, CEO and President of Universal Health Realty Income Trust (“UHT”), a publicly traded real estate investment trust which commenced operations in 1986. The Company acts as advisor to UHT pursuant to the terms of an annually renewable advisory agreement and also leases the real property of certain of its facilities from UHT. Alan B. Miller is a named executive officer and therefore the salary and other compensation arrangements between us and Alan B. Miller are disclosed and described throughout this Proxy Statement.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Marc D. Miller serves as our Chief Executive Officer (“CEO”), President and a member of our Board of Directors. Marc D. Miller is the son of Alan B. Miller. Marc D. Miller is a named executive officer and therefore the salary and other compensation arrangements between us and Marc D. Miller are disclosed and described throughout this Proxy Statement. Additionally, Marc D. Miller serves as a member of the Board of Trustees of UHT.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Warren J. Nimetz, a member of our Board of Directors and a member of the Executive Committee and the Finance Committee, is Of Counsel in Norton Rose Fulbright US LLP, the law firm we use as outside corporate counsel. In 2025, we paid approximately $1.46 million in legal fees to this law firm for services to the Company. This law firm also provides personal legal services to Alan B. Miller, our Executive Chairman. Mr. Nimetz is the trustee of certain trusts for the benefit of Alan B. Miller and his family.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“In March, 2022, UHS had agreed to make an aggregate contribution of $1 million to The Miller Theater (named after Alan B. Miller), which is a non-profit theater operated by the Kimmel Center, Inc. The contribution, in honor of Alan B. Miller, was made in four annual installments of $250,000 each, the fourth and final of which was made in December of 2025.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Pursuant to our Code of Business Conduct and Corporate Standards, all employees, officers and directors of the Company and its subsidiaries are prohibited from engaging in any relationship or financial interest which is a conflict of interest with, or which interferes or has the potential to interfere with, the interests of the Company or any of its subsidiaries or facilities. In addition, all employees, officers and directors of the Company and its subsidiaries are required to disclose to our chief compliance officer any financial interest or ownership interest or any other relationship that he or she (or a member of his or her immediate family) has with customers, vendors, or competitors of the Company or any of its subsidiaries or facilities.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“All employees, officers and directors of the Company and its subsidiaries are prohibited from entering into a related party transaction with the Company without the prior approval of our Chief Compliance Officer. Any request for the Company to enter into a transaction with an employee, officer or director or any of such persons’ immediate family members must first be presented to our Chief Compliance Officer for review, consideration and approval. In approving or rejecting the proposed agreement, our Chief Compliance Officer will consider the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the impact on director independence. Our Chief Compliance Officer shall only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, the Company’s best interests, as determined in good faith by our Chief Compliance Officer.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Except as otherwise disclosed in this Proxy Statement, since the beginning of the Company’s last fiscal year, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any employee,”

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Certain Relationships and Related Transactions

“executive officer or director, holder of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest.”

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Certain Relationships and Related Transactions

“Please see “Corporate Governance - Director Independence” for additional information on the independence of our directors.”

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Certain Relationships and Related Transactions

“Delinquent Section 16(a) Reports: Section 16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than 10% of any registered class of our equity securities, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the reports filed for fiscal year 2024 and related written representations, we believe that all Section 16(a) reports were filed on a timely basis.”

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