UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 20, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices including Zip Code)
(720 ) 631-2100
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 20, 2025, the board of directors (the “Board”) of DaVita Inc. (the “Company”) increased the authorization under the Company’s existing share repurchase program by $2,000,000,000 in additional repurchasing authority (the “New Authorization”). The amount of shares of common stock authorized to be repurchased under the New Authorization does not include the amount remaining under the Company’s existing share repurchase program authorized on September 5, 2024 (the “Existing Authorization”). The Existing Authorization and the New Authorization do not have an expiration date and do not obligate the Company to purchase any shares. Repurchases under the New Authorization and the Existing Authorization may take place in the open market or in privately negotiated transactions, including without limitation, pursuant to the Company’s share repurchase agreement, dated as of April 30, 2024 with Berkshire Hathaway Inc. (the “Berkshire Share Repurchase Agreement”), on behalf of itself and its affiliates, through accelerated share repurchase transactions, derivative transactions, tender offers, Rule 10b5-1 plans or any combination of the foregoing. There can be no assurance as to the precise number of shares that will be repurchased under the Existing Authorization or the New Authorization, the aggregate dollar amount of the shares purchased, or the ultimate disposition of the shares purchased (re-issued, retained in treasury and/or retired). Depending on market conditions, regulatory, legal and contractual requirements and other factors, repurchases may be made at any time or from time to time, without prior notice. The Company may suspend or discontinue the Existing Authorization and/or the New Authorization, or increase or decrease the amount of shares authorized to be repurchased thereunder, at any time. The Company remains subject to certain share repurchase limitations, including under the terms of its current senior secured credit facilities.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All such statements in this report, other than statements of historical fact, are forward-looking statements. Words such as “expect,” “intend,” “will,” “plan,” “anticipate,” “may,” “believe,” “continue,” and similar expressions are intended to identify forward-looking statements. The Company bases its forward-looking statements on information available to it on the date of this report, and undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may otherwise be required by law. Actual results and other events could differ materially from any forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company’s reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAVITA INC. | ||||||||
| Date: August 20, 2025 | By: | /s/ Joel Ackerman | ||||||
| Joel Ackerman | ||||||||
| Chief Financial Officer and Treasurer | ||||||||