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Davita

NYSE: DVA · USD

Davita (DVA) Economic Moat Analysis—

Avantages concurrentiels, preuves datées et risques d’érosion.

Incertain avantage concurrentiel

DaVita's established physician relationships, local access and reported multiyear clinical-quality record support plausible relationship and reputation advantages. The supplied passages do not establish durable provider-specific switching barriers, superior relative costs or protected local markets. Pricing outcomes are mixed: annual reimbursement increases coexist with commercial-rate pressure and a realized adverse insurance-mix shift. Improved first-half 2026 operating results demonstrate resilience, but do not independently establish a moat.

Intangible assets

Established nephrologist relationships and a reported clinical-quality record provide a current referral and reputation advantage; its economic defensibility remains unestablished.

Durabilité
The issuer reports eleven years of QIP leadership and ten years of Five-Star leadership. Local physician access and joint-venture ownership can support continuity, but neither establishes exclusive referrals or durable pricing premiums.
Concurrents
Comparaison non établie
Risques d’érosion
Physicians can establish competing facilities, entrants have opportunities for relative ease of entry, and commercial reimbursement remains under pressure. Clinical-quality leadership is reported by the issuer without underlying comparative results.
Ce qui invaliderait la thèse
The candidate advantage would be undermined by loss of reported clinical-quality leadership together with sustained declines in physician referrals or non-acquired treatment volumes attributable to competing providers. Evidence that comparable providers consistently win patients and contracts on equivalent terms would also invalidate economic defensibility.
Preuves (6) · Contre-preuves (4)

Évolution depuis la dernière analyse

  • Retained the uncertain moat verdict after reassessing the current catalog; all four moat grades remain null because durable economic defensibility is unestablished.
  • Retained the prior pricing and management grades using current catalog citations rather than the previous assessment as evidence.
  • Distinguished the reported quality and referral advantages from demonstrated switching barriers, and specified falsifiable invalidation conditions.

Limites de l’analyse

  • Competition passages identify generic provider categories but no named direct competitors. Compensation peers, transaction counterparties and shareholders are not established competitors.
  • Clinical-quality leadership and care continuity are issuer reports; underlying comparative quality results, referral retention, exclusive arrangements and relative unit costs are absent.
  • Recurring medical need supports repeat demand for dialysis, but does not itself establish dependence on DaVita. Provider-specific retention and switching rates are undisclosed.
  • Commercial-rate pressure is disclosed, but detailed contract renewal economics, pricing discretion and payer-level rate histories are unavailable.
  • Actual compensation grants, vesting and governance arrangements are disclosed; individual executive ownership and compliance with ownership requirements are not established.
  • All supplied source dates have dateKind filed. Assessment uses disclosures through August 4, 2026; filing dates are not treated as dates of the underlying operating achievements.

Indicateurs financiers à confronter à la thèse

Ratios calculés à partir des publications annuelles. Une valeur manquante reste indisponible. Les graphiques détaillés sont accessibles dans les autres onglets.

Indicateurs financiers à confronter à la thèse
PériodeGross marginOperating marginROICFCF margin
2021—15.5%15.3%11.1%
2022—11.5%11.2%8.3%
2023—13.2%13.9%12.3%
2024—16.3%18.7%11.4%
2025—15.0%17.5%9.6%

Pouvoir de fixation des prix44

  • Pricing outcomes

    First-quarter 2026 revenue per treatment increased year over year through normal annual reimbursement increases. Seasonal sequential declines, continued commercial realized-rate pressure and an actual adverse mix shift make observed outcomes mixed and limit evidence of discretionary pricing power.

  • Customer demand

    Recurring treatment need and second-quarter treatment-per-day growth support repeat demand indirectly. Lower mortality helped census, while incoming transfers disappointed and missed treatments exceeded expectations. These operating indicators do not establish provider-specific retention rates.

  • Margin resilience

    First-half operating income increased to approximately $1.061 billion from $977 million as revenue increased to $6.970 billion from $6.603 billion. Productivity improvements offset some pressure, but care costs per treatment rose and reimbursement previously lagged actual costs. Demonstrated resilience has multiple operating drivers and cannot be attributed solely to pricing.

  • Pricing freedom

    Government payment rates are established by statute or regulation. Medicare Advantage contracts provide negotiated rates, generally above fee-for-service reimbursement, but can include quality adjustments. Continued commercial-rate pressure demonstrates fragile bargaining freedom rather than unilateral price control.

Management56

  • Capital discipline

    Actual reinvestment and cash generation support a mixed assessment. In 2025, $1.793 billion of repurchase cash spending exceeded $1.024 billion of reported free cash flow alongside $820 million of net debt proceeds. First-half 2026 operating cash flow improved to $811 million, while approximately $761 million of treasury-stock cash purchases accompanied approximately $504 million of net borrowing. Superior investment returns are unproven.

  • Incentive alignment

    Actual 2025 long-term awards were 60% performance-based with cumulative three-year measurement, and prior PSU awards vested at differing performance-dependent levels. Cash-flow and strategic shortfalls reduced incentive eligibility, while an existing misconduct recoupment policy adds accountability. Heavy adjusted-EPS weighting can reward repurchases; actual individual ownership compliance is unestablished.

  • Execution

    First-half 2026 revenue, operating income and operating cash flow improved, and management reports continued care during the cybersecurity incident. Missed 2025 cash-flow, home-modality and patient-contact targets temper those achievements. Execution is assessed partly from indirect operating evidence and issuer-reported care continuity.

  • Governance

    Annual elections, an independent chair, majority voting, special-meeting rights and proxy access support accountability. Prohibited written consent, board authority to issue preferred stock and board-aligned voting requirements for Berkshire holdings above 40% limit shareholder influence. These disclosed arrangements support a mixed assessment.

Sources et méthode

Publication courante · Mis à jour 19/10/2026 · Version 5

Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.

Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 19/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Physician relationships, local access and reported clinical quality support plausible advantages, but the passages do not establish exclusion, relative cost superiority or provider-specific switching barriers. Entry opportunities provide contrary evidence without establishing that DaVita has no advantage.

durability · — · Reported multiyear quality leadership supports persistence of clinical capability, but its translation into a durable economic advantage is unestablished. Joint-venture ownership does not demonstrate exclusive referrals.

customer dependency · — · Patients depend on recurring dialysis or transplantation, while local physician privileges influence provider choice. The catalog does not establish dependence on DaVita specifically or material switching costs.

erosion resilience · — · Improving first-half results and productivity show operating resilience, but cannot establish resilience of an unidentified structural moat. Commercial-rate pressure and adverse insurance mix remain relevant erosion channels.

Pouvoir de fixation des prix44

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · First-quarter 2026 revenue per treatment increased year over year through normal annual reimbursement increases. Seasonal sequential declines, continued commercial realized-rate pressure and an actual adverse mix shift make observed outcomes mixed and limit evidence of discretionary pricing power.

retention · 2/4 · Recurring treatment need and second-quarter treatment-per-day growth support repeat demand indirectly. Lower mortality helped census, while incoming transfers disappointed and missed treatments exceeded expectations. These operating indicators do not establish provider-specific retention rates.

margin resilience · 2/4 · First-half operating income increased to approximately $1.061 billion from $977 million as revenue increased to $6.970 billion from $6.603 billion. Productivity improvements offset some pressure, but care costs per treatment rose and reimbursement previously lagged actual costs. Demonstrated resilience has multiple operating drivers and cannot be attributed solely to pricing.

contractual freedom · 1/4 · Government payment rates are established by statute or regulation. Medicare Advantage contracts provide negotiated rates, generally above fee-for-service reimbursement, but can include quality adjustments. Continued commercial-rate pressure demonstrates fragile bargaining freedom rather than unilateral price control.

Prévisibilité94

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
2.52
Positive FCF years (%)
100.00
FCF margin volatility (pp)
1.42

Solidité financière19

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
2.31
netDebtEbitGrade
6.08
interestCoverageGrade
22.94
currentRatioGrade
43.33
Debt / FCF (x)
7.84
Net debt / operating income (x)
4.70
Interest coverage (x)
3.52
Current ratio (x)
1.29

Allocation du capital96

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
20.75
3-year average dilution (%)
-7.14
3-year average SBC / revenue (%)
0.92
cashConversionGrade
100.00

Qualité du management56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Actual reinvestment and cash generation support a mixed assessment. In 2025, $1.793 billion of repurchase cash spending exceeded $1.024 billion of reported free cash flow alongside $820 million of net debt proceeds. First-half 2026 operating cash flow improved to $811 million, while approximately $761 million of treasury-stock cash purchases accompanied approximately $504 million of net borrowing. Superior investment returns are unproven.

incentive alignment · 3/4 · Actual 2025 long-term awards were 60% performance-based with cumulative three-year measurement, and prior PSU awards vested at differing performance-dependent levels. Cash-flow and strategic shortfalls reduced incentive eligibility, while an existing misconduct recoupment policy adds accountability. Heavy adjusted-EPS weighting can reward repurchases; actual individual ownership compliance is unestablished.

execution · 2/4 · First-half 2026 revenue, operating income and operating cash flow improved, and management reports continued care during the cybersecurity incident. Missed 2025 cash-flow, home-modality and patient-contact targets temper those achievements. Execution is assessed partly from indirect operating evidence and issuer-reported care continuity.

governance · 2/4 · Annual elections, an independent chair, majority voting, special-meeting rights and proxy access support accountability. Prohibited written consent, board authority to issue preferred stock and board-aligned voting requirements for Berkshire holdings above 40% limit shareholder influence. These disclosed arrangements support a mixed assessment.

Preuves

Community physicians ESKD patients generally seek treatment or support for their home treatment at an outpatient dialysis center near their home where their treating nephrologist has practice privileges.

Business / Community physicians · Dépôt 11/02/2026

Our robust platform to deliver kidney care services also includes established nephrology and payor relationships.

Business / Established nephrology and payor relationships · Dépôt 11/02/2026

We generally hold controlling interests in these joint ventures, with nephrologists, hospitals, management services organizations, and/or other healthcare providers holding minority equity interests.

Business / Joint-venture ownership · Dépôt 11/02/2026

According to the most recently published data, for the eleven most recently reported years, we have continued as an industry leader in the Centers for Medicare & Medicaid Services’ (CMS) Quality Incentive Program (QIP), which promotes high quality services in outpatient dialysis facilities treating patients with ESKD.

Business / Care model / Reported QIP leadership · Dépôt 11/02/2026

In addition, according to the most recently published data, for the ten most recently reported years, we have also continued as an industry leader under CMS’ Five-Star Quality Rating System (Star Rating), which rates eligible dialysis centers based on the quality of outcomes to help patients, their families, and caregivers make more informed decisions about where patients receive care.

Business / Care model / Reported Five-Star leadership · Dépôt 11/02/2026

If a significant number of physicians or hospitals were to cease referring patients to our dialysis centers, whether due to law, rule or regulation, new competition, a perceived decrease in the quality of service levels at our centers or other reasons, it would have a material adverse effect on our business, results of operations, financial condition and cash flows.

Risk factors / Physician and hospital referrals · Dépôt 11/02/2026

Although these and other potential competitors may face operational or financial challenges, the evolving nature of the dialysis and pre-dialysis marketplaces has presented some opportunities for relative ease of entry for these and other potential competitors.

Risk factors / Opportunities for competitor entry · Dépôt 11/02/2026

In addition to these large and medium sized dialysis providers with substantial financial resources and other established participants in the dialysis space, we also compete with new dialysis providers, individual nephrologists and former medical directors or physicians that have opened their own dialysis units or facilities.

Business / Competition from providers and physicians opening facilities · Dépôt 13/02/2025

•the concentration of profits generated by higher-paying commercial payor plans for which there is continued downward pressure on average realized payment rates; our ability to negotiate and maintain contracts with these payors on competitive terms or at all; a reduction in the number or percentage of our patients under commercial plans, including, without limitation, as a result of healthcare, immigration or other policies implemented by the U.S.

Forward-looking risk discussion / Continued commercial realized-rate pressure · Dépôt 04/08/2026

For example, the decision to let enhanced premium tax credits expire at the end of 2025 has had an adverse impact on enrollment in the Affordable Care Act exchanges and our commercial mix, which in turn adversely impacts our revenue per treatment, among other things.

MD&A / Realized adverse commercial-mix impact · Dépôt 04/08/2026

U.S. dialysis average patient service revenue per treatment for the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 primarily driven by an increase in average reimbursement rates from normal annual increases, including Medicare base rate, and other normal fluctuations.

MD&A / First-quarter year-over-year revenue per treatment · Dépôt 05/05/2026

dialysis average patient service revenue per treatment for the first quarter of 2026 compared to the fourth quarter of 2025 decreased driven by a seasonal decline from co-insurance and deductibles and other normal fluctuations, partially offset by increases in average reimbursement rates, including Medicare base rate and other annual rate increases.

MD&A / Sequential revenue per treatment and seasonality · Dépôt 05/05/2026

Revenues associated with Medicare and Medicaid programs are estimated based on: (a) the payment rates that are established by statute or regulation for the portion of payment rates paid by the government payor (e.g., 80% for Medicare patients) and (b) for the portion not paid by the primary government payor, estimates of the amounts ultimately collectible from other government programs providing secondary coverage (e.g., Medicaid secondary coverage), the patient’s commercial health plan secondary coverage, or the patient.

Revenue recognition / Statutory and regulated government payment rates · Dépôt 11/02/2026

Medicare Advantage revenues are reimbursed at negotiated contract rates that are generally higher than Medicare fee-for-service rates, but which generally have a slower payment cycle than Medicare fee-for-service payments, and some of which are subject to certain quality or performance adjustments.

Revenue recognition / Negotiated Medicare Advantage contracts · Dépôt 11/02/2026

Patients suffering from ESKD generally require regular life-sustaining dialysis therapy for the rest of their lives or until they receive a kidney transplant.

Business / Recurring life-sustaining treatment need · Dépôt 11/02/2026

In the second quarter of 2026, treatment per day volumes increased compared to the second quarter of 2025.

MD&A / Second-quarter year-over-year treatment-per-day growth · Dépôt 04/08/2026

Total treatment volumes in the second quarter were slightly ahead of expectations due to, among other things, better than expected patient census that was primarily driven by lower than expected mortality partially offset by lower than expected incoming patient transfers and higher than expected missed treatments.

MD&A / Census, mortality, transfers and missed treatments · Dépôt 04/08/2026

CONSOLIDATED STATEMENTS OF INCOME (unaudited) (dollars and shares in thousands, except per share data) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Dialysis patient service revenues $ 3,366,377 $ 3,206,871 $ 6,639,174 $ 6,309,864 Other revenues 187,707 172,655 330,458 293,191 Total revenues 3,554,084 3,379,526 6,969,632 6,603,055 Operating expenses: Patient care costs 2,392,001 2,261,540 4,734,258 4,501,200 General and administrative 423,458 412,805 845,372 786,895 Depreciation and amortization 167,808 174,704 345,637 351,155 Equity investment income, net (8,184) (7,364) (16,528) (12,973) Total operating expenses 2,975,083 2,841,685 5,908,739 5,626,277 Operating income 579,001 537,841 1,060,893 976,778 Debt expense (150,256) (146,062) (295,387) (281,117) Debt extinguishment and modification costs (2,035) — (2,035) — Other income (loss), net 8,300 (22,851) 12,773 (40,400) Income before income taxes 435,010 368,928 776,244 655,261 Income tax expense 91,787 93,708 157,986 147,825 Net income 343,223 275,220 618,258 507,436 Less: Net income attributable to noncontrolling interests (77,826) (75,883) (155,331) (145,182) Net income attributable to DaVita Inc.

Consolidated statements of income / First-half operating results · Dépôt 04/08/2026

YTD Q2 2026 vs. YTD Q2 2025 Percent (dollars in millions, except per treatment data) 3,974 3,842 3.4 595 9.4 314 (12) (3.8) (16) (12) (4) (33.3) Total operating expenses and charges 4,910 4,738 3.6 Patient care costs per treatment 278.74 270.05 8.69 We believe that our cash flow from operations and other sources of liquidity, including from amounts available under our senior secured credit facilities and our access to the capital markets, will be sufficient to fund our scheduled debt service under the terms of our debt agreements and other obligations for the foreseeable future, including the next 12 months.

MD&A / First-half patient care costs per treatment · Dépôt 04/08/2026

While the cumulative impact of any increased staffing, labor, and supply costs and other expenses could be material, we have experienced productivity improvements and we expect these efficiencies to continue throughout the year.

MD&A / Experienced productivity improvements and future expectations · Dépôt 04/08/2026

Due in part to continued higher than expected inflation rates, the annual update for the 2024 ESRD PPS base rate did not accurately forecast the cost increase experienced by providers.

Business / Realized reimbursement shortfall against cost increases · Dépôt 13/02/2025

60 Liquidity and capital resources The following table summarizes our major sources and uses of cash, cash equivalents and restricted cash: Year ended December 31, Annual change 2025 2024 Amount Percent (dollars in millions) Net cash provided by operating activities: Net income $ 1,079 $ 1,251 $ (172) (13.7) % Non-cash items in net income 1,071 801 270 33.7 % Other working capital changes (230) 44 (274) (622.7) % Other (33) (74) 41 55.4 % $ 1,887 $ 2,022 $ (135) (6.7) % Net cash provided by investing activities: Maintenance capital expenditures(1) $ (412) $ (394) $ (18) (4.6) % Development capital expenditures(2) (164) (162) (2) (1.2) % Acquisition expenditures (117) (246) 129 52.4 % Proceeds from sale of self-developed properties 31 18 13 72.2 % Other 8 12 (4) (33.3) % $ (655) $ (771) $ 116 15.0 % Net cash provided by financing activities: Debt proceeds (payments), net $ 820 $ 1,095 $ (275) (25.1) % Deferred and debt related financing costs (54) (51) (3) (5.9) % Distributions to noncontrolling interests (324) (337) 13 3.9 % Contributions from noncontrolling interests 7 14 (7) (50.0) % Stock award exercises and other share issuances (12) (114) 102 89.5 % Share repurchases (1,793) (1,386) (407) (29.4) % Other (19) (39) 20 51.3 % $ (1,375) $ (817) $ (558) (68.3) % Total number of shares repurchased 12,678,623 9,832,705 2,845,918 28.9 % Free cash flow(3) $ 1,024 $ 1,162 $ (138) (11.9) % Certain columns or rows may not sum or recalculate due to the presentation of rounded numbers.

Liquidity and capital resources / 2025 spending, cash generation and financing · Dépôt 11/02/2026

3 DAVITA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (dollars in thousands) Six months ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 618,258 $ 507,436 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 345,637 351,155 Stock-based compensation expense 54,189 62,567 Deferred income taxes 53,431 (9,838) Equity investment loss, net 2,437 47,730 Other non-cash losses, net 16,721 6,948 Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: Accounts receivable (24,197) (288,447) Inventories 11,315 (9,592) Other current assets (58,339) (70,945) Other long-term assets (22,803) 2,981 Accounts payable 7,639 35,612 Accrued compensation and benefits (108,322) (125,365) Other current liabilities (55,837) (3,586) Income taxes (32,530) 9,462 Other long-term liabilities 3,301 (11,873) Net cash provided by operating activities 810,900 504,245 Cash flows from investing activities: Additions of property and equipment (271,836) (264,349) Acquisitions (38,540) (10,596) Proceeds from asset and business sales 4,392 22,400 Purchase of debt investments held-to-maturity (298) (27,475) Purchase of other debt and equity investments (12,867) (3,002) Proceeds from debt investments held-to-maturity 942 48,014 Proceeds from sale of other debt and equity investments 4,382 6,379 Purchase of equity method investments (19,625) (2,144) Distributions from equity method investments 109 1,470 Net cash used in investing activities (333,341) (229,303) Cash flows from financing activities: Borrowings 2,768,259 4,189,716 Payments on long-term debt (2,264,356) (3,373,300) Deferred and debt related financing costs (4,645) (25,133) Purchase of treasury stock from related party (382,805) (200,261) Other purchases of treasury stock (377,852) (793,834) Distributions to noncontrolling interests (149,892) (151,087) Net proceeds from issuance of common stock under employee stock plans 5,909 8,913 Payment of tax withholdings on net share settlements of equity awards (63,814) (30,477) Contributions from noncontrolling interests 4,239 2,578 Proceeds from sales of additional noncontrolling interests — 169 Purchases of noncontrolling interests (18,571) (5,378) Net cash used in financing activities (483,528) (378,094) Effect of exchange rate changes on cash, cash equivalents and restricted cash 80 20,286 Net decrease in cash, cash equivalents and restricted cash (5,889) (82,866) Cash, cash equivalents and restricted cash at beginning of the year 757,747 879,825 Cash, cash equivalents and restricted cash at end of the period $ 751,858 $ 796,959 See notes to condensed consolidated financial statements.

Consolidated statements of cash flows / First-half 2026 · Dépôt 04/08/2026

Consequently, performance for 2025 resulted in payouts of approximately 91% to 95% of target, depending on individual NEO results for the custom strategic objectives 2025 LTI Program Awards Equity awards granted to NEOs under our 2025 long-term incentive ("2025 LTI Program") program were: •60% performance-based restricted stock units ("PSUs"), with performance measured on a cumulative three-year basis (and metrics based on adjusted earnings per share ("Adjusted EPS") and relative total shareholder return ("Relative TSR") •20% RSUs subject to back-loaded time-based vesting over three and four years (50% each year), respectively •20% SSARs subject to the same back-loaded time-based vesting schedule as the RSUs 2022 PSUs PSUs granted in 2022 with a performance period covering 2025 vested at 81% of target, based on the weighted average of Adjusted EPS performance achieved at 70% of target and Relative TSR performance achieved at 114% of target 2023 PSUs PSUs granted in 2023 with a cumulative performance period ending in 2025 vested at 186% of target, based on the weighted average of Adjusted EPS performance achieved at 200% of target and Relative TSR performance achieved at 143% of target Notice of 2026 Annual Meeting and Proxy Statement 32 Our Executive Compensation Structure In determining each of the compensation elements for our executive compensation program, the Compensation Committee considers, among other things, the overall targeted compensation to be delivered to the executive officers, placing a greater emphasis on variable (or “at-risk”) compensation elements and a lower emphasis on other compensation elements, such as base salary, retirement benefits and the expected cost of perquisites.

Compensation discussion / Actual 2025 grants and prior PSU vesting · Dépôt 22/04/2026

Notice of 2026 Annual Meeting and Proxy Statement 38 Compensation Discussion and Analysis The following table summarizes the performance metrics, weightings, criteria ranges, performance-based eligibility ranges, actual performance and eligible payout percentages for the components of the 2025 STI Program: 2025 STI Program Performance Metrics Performance Metrics Weightings Criteria Range Performance Based Eligibility Range (%) Actual Performance Eligible Payout Achieved (%) Financial: Adjusted Operating Income 50.0% $1,972.5 million to $2,235 million ($2,085 million target) 0%; 25% - 200% $2,094 million1 105.9% Financial: Adjusted Free Cash Flow 20.0% $1,012.5 million to $1,275 million ($1,125 million target) 0%; 25% - 200% $1,024 million1 32.8% Strategic Objectives: Home modalities penetration (Q4 2025) 7.5% 14.875% to 15.75% (15.25% target) 0%; 25% - 200% 14.81% 0% Strategic Objectives: Comprehensive Kidney Care Contracting patient contact composite 7.5% 52.5.0% to 70.0% (60.0% target) 0%; 25% - 200% 56.90% 69.0% Strategic Objectives: Teammate engagement (average of 2025 survey results) 3.0% 76.0% to 84.0% (80.0% target) 0%; 25% - 200% 84.70% 200.0% Strategic Objectives: Water savings projects (millions of gallons) 3.0% 25 to 50 million gallons (35 million gallons target) 0%; 25% - 200% 91 million gallons 200.0% Strategic Objectives: Custom goals 9.0% Varies by NEO 0% - 200% Varies by NEO Varies by NEO2 1"Adjusted Operating Income” and “Adjusted Free Cash Flow” are non-GAAP financial measures.

Compensation discussion / Actual 2025 incentive metrics and eligible payouts · Dépôt 22/04/2026

–Compensation Committee retains ability to exercise negative discretion under the STI Program Metrics are Linked to Strategy –75% of PSUs under the LTI Program are tied to a long-term Adjusted EPS target, which we believe focuses our NEOs on capital-efficient growth, the hallmark of our long-term strategy

Compensation discussion / Adjusted EPS weighting · Dépôt 22/04/2026

In addition, we continue to maintain a separate recoupment policy that, among other items, includes "significant misconduct" by a domestic Senior Vice President or above of the Company as another possible triggering event for the recoupment of certain compensation, including through the cancellation of, or reimbursement of amounts received with respect to, certain equity awards (including time-based and performance-based awards).

Compensation discussion / Existing misconduct recoupment policy · Dépôt 22/04/2026

Through the resilience of our frontline caregivers and the expertise of our technology teams, we activated contingency plans and provided continued care across more than 3,000 dialysis centers worldwide.

Stockholder letter / Issuer-reported continued care during cybersecurity incident · Dépôt 22/04/2026

Some key features of the Company’s corporate governance program include: ü Annual election of all directors and ongoing commitment to Board refreshment ü Year-round stockholder engagement, including regular participation by independent directors ü Stockholder right to call special meetings of stockholders at 10% ownership threshold1 ü No stockholder rights plan/poison pill ü Overboarding limitations applicable to all directors and Director Nominees ü Robust Code of Conduct ü Independent non-executive Board chair ü Each Board Committee has authority to retain independent advisors ü Majority vote standard in uncontested director elections ü Fulsome stock ownership guidelines for senior executives and directors that link the interests of management and the Board with those of stockholders ü Commitment to corporate governance, environmental and social responsibility practices, overseen by the Nominating and Governance Committee ü Significant Board and Committee risk oversight practices ü Robust oversight of the Company's political and lobbying expenditures and related public reporting, overseen by the Nominating and Governance Committee ü Proxy access for director nominations submitted by stockholders (or groups of stockholders) holding 3% of the Company's common stock for 3 years1 ü Robust continuing education program for Board on topics relevant to the Company and the current business landscape 1See the Company's Bylaws for more detail regarding requirements related to this and other stockholder eligibility and related procedures.

Corporate governance / Existing shareholder rights and board structure · Dépôt 22/04/2026

These include provisions prohibiting stockholders from acting by written consent, requiring 90 days advance notice for director nominations and stockholder proposals and granting the Company's Board of Directors the authority to issue up to 5,000 shares of preferred stock and to determine the rights and preferences of the preferred stock without the need for further stockholder approval.

Charter documents / Written consent and preferred-stock authority · Dépôt 11/02/2026

The standstill agreement currently restricts Berkshire’s actions with respect to acquiring additional shares of the Company’s common stock, and for any matter presented to Company stockholders, the standstill agreement requires Berkshire to vote any shares it beneficially holds in excess of 40% of the then-outstanding voting stock of the Company in accordance with the recommendation of the Board of Directors of the Company (Board).

Berkshire standstill agreement / Board-aligned voting requirement · Dépôt 11/02/2026

Historique des publications

Historique des publications
VersionMis à jourAvantage concurrentiel
519/10/2026uncertain
419/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Indisponible

Sources

Méthode et limites de l’analyse · Comprendre ce concept