Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2020, Universal Health Realty Income Trust (the "Trust"), and UHS of Delaware, Inc. entered into an ATM Equity Offering Sales Agreement (the "Sales Agreement") with BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as sales agents, and/or principals and/or (except in the case of Fifth Third Securities, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC) forward sellers (the "Agents"), and/or certain of their affiliates as forward purchasers (the "Forward Purchasers"). Under the terms of the Sales Agreement, the Trust may (i) issue and sell, from time to time through or to the Agents, the Trust's common shares of beneficial interest, par value $.01 per share (the "Common Shares"), and (ii) may instruct from time to time any Agent, as forward seller for the respective Forward Purchaser (the "Forward Seller"), to offer and sell borrowed Common Shares, having an aggregate gross sales price not to exceed $100 million. Sales of Common Shares, if any, may be made by means of ordinary brokers' transactions at market prices, in negotiated transactions or in transactions that are deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act, including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices subject to certain minimum prices. In addition, borrowed Common Shares of the Trust may be offered and sold by the Forward Sellers.

The Common Shares will be offered pursuant to the Trust's shelf registration statement on Form S-3 (File No. 333-238301), which was filed with the Securities and Exchange Commission and became effective on May 15, 2020 (the "Registration Statement"), and the prospectus supplement dated June 8, 2020.

The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Sales Agreement is qualified in its entirety by reference to such exhibit. The Sales Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.



    (d) Exhibits
1.1       ATM Equity Offering Sales Agreement, dated June
        8, 2020, among BofA Securities, Inc., Credit
        Agricole Securities (USA) Inc., Fifth Third
        Securities, Inc., SunTrust Robinson Humphrey, Inc.
        and Wells Fargo Securities, LLC, as sales agents,
        principals and/or (except in the case of Fifth
        Third Securities, Inc., SunTrust Robinson
        Humphrey, Inc. and Wells Fargo Securities, LLC)
        forward sellers, Bank of America, N.A. and Crédit
        Agricole Corporate and Investment Bank, as forward
        purchasers, Universal Health Realty Income Trust,
        and UHS of Delaware, Inc.
5.1       Opinion of Norton Rose Fulbright US LLP.
104     Cover Page Interactive Data File (embedded within
        the Inline XBRL document).

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