Form 4: Universal Health Services Executive Chairman Alan B. Miller Adjusts Class B Stock Holdings Through GRAT Transactions

Alan B. Miller, Executive Chairman of Universal Health Services, Inc., reported a series of Class B Common Stock transactions on May 22, 2025, involving distributions from 2024 GRATs and transfers to newly established 2025 GRATs for estate planning purposes.

Summary

• On May 22, 2025, Alan B. Miller received distributions of 32,870 Class B Common Shares from the Marc Daniel Miller 2024 GRAT (12,302 shares), Marni Spencer 2024 GRAT (10,284 shares), and Abby Miller King 2024 GRAT (10,284 shares).
• These distributions resulted in an increase in Alan B. Miller's direct beneficial ownership, with his pecuniary interest in these shares remaining unchanged.
• Concurrently, Alan B. Miller transferred a total of 72,885 Class B Common Shares to newly established 2025 GRATs: 24,295 shares to the Marc Daniel Miller 2025 GRAT, 24,295 shares to the Marni Spencer 2025 GRAT, and 24,295 shares to the Abby Miller King 2025 GRAT.
• All reported transactions were conducted at a price of $0 per share, indicating internal transfers rather than open market sales or purchases.
• Following these transactions, Alan B. Miller's direct beneficial ownership of Class B Common Stock stands at 1,376,340 shares.
• His indirect beneficial ownership includes shares held in various trusts and LLCs, totaling 771,110 shares (excluding 8,623 shares for which beneficial ownership is disclaimed).
• The total beneficial ownership (direct and indirect) reported by Alan B. Miller after these transactions is 2,147,450 Class B Common Shares.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to estate planning (GRATs) and does not indicate any positive or negative sentiment regarding the company's performance or outlook. The transactions are internal transfers at $0 price, not open market sales or purchases.

Future Outlook

This document, an SEC Form 4, details insider stock transactions and does not provide forward-looking statements or guidance regarding the company's financial performance or strategic outlook.

Management Comments

• Alan B. Miller disclaims beneficial ownership of 8,623 Class B Common Stock shares held by The Alan and Jill Miller Foundation, stating that the report shall not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

Industry Context

This Form 4 filing pertains to an individual insider's stock transactions and does not provide information relevant to broader industry trends or competitive analysis within the healthcare services sector.

Related Party Transactions

• Transactions involved distributions from and transfers to Grantor Retained Annuity Trusts (GRATs) established for Marc Daniel Miller, Marni Spencer, and Abby Miller King, who are related parties to Alan B. Miller.
• Indirect beneficial ownership is also reported through various family trusts and LLCs, including AMK 2014 LLC, MDM 2014 LLC, MS 2014 LLC, The Abby Danielle Miller 2002 Trust, The Marc Daniel Miller 2002 Trust, The Marni Spencer 2002 Trust, The Abby Miller King 2011 Family Trust, The Marc Daniel Miller 2011 Family Trust, and The Marni Spencer 2011 Family Trust.

Stakeholder Impact

• Shareholders: The transactions are internal transfers for estate planning and do not directly impact the company's operations, financial performance, or the market's supply/demand dynamics for UHS shares in the same way open-market transactions would. The pecuniary interest of the reporting person in the shares distributed from 2024 GRATs remained unchanged.

Key Dates

Keywords

Universal Health Services, UHS, Alan B. Miller, SEC Form 4, Insider Transaction, Stock Ownership, Class B Common Stock, GRAT, Estate Planning, Beneficial Ownership