ARDT 10-K & 10-Q changes, risk factors and insider trading

•reduction in the reimbursement rates paid by commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients;

•the impact of our significant indebtedness,indebtedness and the ability to refinance such indebtedness on acceptable terms, including our ability to comply with certain debt covenants and other significant operating and financial restrictions imposed on us by the agreements governing our indebtedness, and the effects that variable interest rates and general economic factors could have on our operations, including our potential inability to service our indebtedness;

•our failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and accreditation requirements, or the expansion of existing or the enactment of new laws or regulation relating to permit, licensing and accreditation requirements;

In recent years, legislative and regulatory changes have resulted in limitations and reductions in payments to healthcare providers for certain services under the Medicare program. For example, as discussed in “Item 1. Business—Reimbursement and Payment—MedicareMedicare,” under Item 1, Congress established automatic spending reductions under the BCA and ARPA. We anticipate that the federal budget deficit will continue to place pressures on government healthcare programs.

If reimbursement rates paid by commercial payors are reduced,reduced or we experience increased reimbursement denials or payment delays by commercial payors, if we are unable to retain and negotiate favorable contracts with private third party payors, if insured individuals move to health plans with greater coverage exclusions or restrictions or narrower networks, or if our volume of uninsured or underinsured patients increases, our revenues may decline.

In recent years, federal and state legislatures have considered or passed various proposals impacting or potentially impacting the size of the uninsured population. For example, early COVID-related legislation authorized a temporary increase in federal funds for state Medicaid expenditures in states that maintain continuous Medicaid enrollment, among other requirements. The resumption of Medicaid eligibility redeterminations following the expiration of this continuous coverage requirement in April 2023 resulted in significant Medicaid coverage disruptions and dis-enrollments. Medicaid enrollment is generally expected to decline through fiscal year 2025 (which ends June 30, 2025, in most states). CMS is monitoring the disenrollment process in an effort to protect eligible beneficiaries from inappropriate coverage losses during the return to Medicaid’s historical renewal, enrollment and eligibility determination practices, has established monetary penalties for states, and has required certain states to pause disenrollments due to noncompliant renewal systems. A deterioration of economic conditions in the United States could potentially lead to higher levels of uninsured patients, result in higher levels of patients covered by lower paying government healthcare programs, result in fiscal uncertainties for both government payors and private insurers and/or limit the economic ability of patients to make payments for which they are responsible. In addition, if our hospitals experience an increase in the number of uninsured or underinsured patients due to economic conditions, immigration patterns or otherwise, this may contribute to a higher volume of undercompensated or uncompensated care. If we experience continued growth in uncompensated care, self-pay volume or deterioration in collectability of patient responsibility accounts, our financial condition or results of operations could be adversely affected.

As cybersecurity threats continue to evolve, we may not be able to anticipate certain attack methods in order to implement effective protective measures, and we may be required to expend significant additional resources to continue to modify and strengthen our security measures, investigate and remediate any vulnerabilities in our information technology systems and infrastructure, or invest in new technology designed to mitigate security risks. The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Additionally, the increased adoption of artificial intelligenceAI technologies may heighten our cybersecurity risks by making cyberattacks more difficult to detect, contain, and mitigate. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, information technology systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may experience security incidents that remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. Moreover, as a public company, we may be at greater risk of being a target of such attacks. In addition, we may be at increased risk because we outsource certain services or functions to, or have systems that interface with, third parties (such as Epic and our JV partners). Some of these third parties may store or have access to our data and may not have effective controls, processes or practices to protect our information from attack, damage or unauthorized access.

Our largest JV is in East Texas, where we operate and manage nine hospitals and 74 sites of care, including the managed clinical operations of UTHSCT at the hospital at UT Health North Campus Tyler. This nine-hospital regional health system is named UT Health East Texas (“UT Health East Texas”). We own 70% of the JV while UTHSCT owns 30%. UT Health East Texas accounted for 19.5%19.4% and 19.7%19.5% of our total revenue for the years ended December 31, 20242025 and 2023,2024, respectively, and 11.8%10.3% and 3.7%11.8% of our pre-tax income for the same periods, respectively. Our next largest JV is in Pocatello, Idaho, where we operate and manage one hospital and twelve14 sites of care. This regional health system is named the Portneuf Medical Center. We own 77% of the JV while the Portneuf Health Trust, Inc. (“PHT”) owns 23%. In both JV agreements, we are entitled to appoint five of the ten directors of the JV and certain enumerated matters require the consent of a majority of the directors appointed by us, including a modification to an agreement between the JV and our JV partner. While we own a controlling equity interest in the entities that own and operate the acquired hospitals in the UT Health East Texas and Portneuf Medical Center systems (excluding the managed hospital at UT Health North Campus Tyler), the long-term success of such JVs is dependent on the ongoing collaboration and alignment of our interests with those of UTHSCT and PHT.

We operated 30 acute care hospitals at December 31, 2024,2025, and 21 of those hospitals, including one managed hospital, are located in Texas and Oklahoma and include 2,609 licensed beds, or 61% of our total licensed beds. Our Texas and Oklahoma facilities’ combined net revenue represented 60.3%59.3% of our consolidated total revenue for the year ended December 31, 2024.2025. This concentration makes us particularly sensitive to regulatory, economic and competitive conditions and changes in those states. Any material change in the regulatory, economic or competitive conditions in those states could have a disproportionate effect on our business, financial condition and results of operations. For example, Texas currently operates its Healthcare Transformation and Quality Improvement Program pursuant to a Medicaid 1115 waiver, the “Texas Waiver Program.” As currently structured, the Texas Waiver Program, which has undergone significant changes in recent years, provides funding for uncompensated care and includes several directed payment programs. The Texas Waiver Program continues through 2030, but unique directed payment programs have limited approval periods,periods suchand asmust thebe Comprehensiverenewed Hospitaleach Increasefiscal Reimbursement Program, or CHIRP, which is currently set to expire August 31, 2025.year. If Texas is unable to obtain future extensions or other approvals related to the Texas Waiver Program, including its directed payment programs, our revenues could be negatively impacted. Further, it is difficult to predict whether and how Medicaid programs, including waiver programs, might be modified, extended, or eliminated, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows. See see Note 2, "Summary of Significant Accounting Policies"Policies, to our consolidated financial statements.statements included within this Annual Report.

Moreover, the Relative Rights Agreement by and among Ventas, the trustee of our senior notes and the administrative agents under our senior secured credit facilities, dated as of June 28, 2018 and subsequently amended by the First Amendment to the Relative Rights Agreement dated as of June 3, 2024 (as so amended, the “Relative Rights Agreement”), among other things, (i) sets forth the relative rights of Ventas and the administrative agents with respect to the properties and collateral related to the Ventas Master Lease and securing our senior secured credit facilities, (ii) caps the amount of indebtedness incurred or guaranteed by our subsidiaries that are Tenants under the Ventas Master Lease (together with such Tenants’ guarantees of our existing indebtedness and all other indebtedness incurred or guaranteed by such Tenants) at $375.0 million and (iii) imposes certain incurrence tests on the incurrence of additional indebtedness by such Tenants. The Relative Rights Agreement also contains a cross-acceleration provision that allows Ventas to declare an event of default under the Ventas Master Lease upon the acceleration of our obligations under our senior secured credit facilities, and allows the administrative agents to declare an event of default under our senior secured credit facilities in the event Ventas declares a termination of the Ventas Master Lease prior to the expiration of the term of the Ventas Master Lease. As a result, if we are in default under the Ventas Master Lease and Ventas exercises its right to declare a termination of the Ventas Master Lease, the lenders under our existing indebtedness and holders of the senior notes could elect to accelerate our debt obligations under such instruments, together with accrued and unpaid interest thereon. In such event, it is unlikely that we would be able to satisfy our obligations under all of such accelerated indebtedness simultaneously. Furthermore, pursuant to the terms of the Ventas Master Lease, Ventas has the option upon the (i) expiration of the term of the Ventas Master Lease, (ii) earlier termination of the Ventas Master Lease or (iii) occurrence of certain events of default under the Ventas Master Lease, to dispossess the Tenants under the Ventas Master Lease from all or any portion of their leased premises. In connection with such dispossession, Ventas has the right to purchase all of such Tenants’ personal property (at fair market value) relating to such dispossessed premises other than such Tenants’ proprietary software, trademarks, accounts receivable, contracts with its affiliates and any other of such Tenants’ contracts or leases determined by Ventas or its designee. In the event that we default under the Master Lease Agreement, or default under our senior secured credit facilities or other indebtedness, Ventas could declare an event of default under such agreements that would result in an acceleration of our indebtedness and the potential loss of certain of our facilities. Further, Ventas would have the right in certain circumstances to exercise a purchase option with respect to certain personal property at the leased facilities. Any such occurrence would have a material adverse effect on our business, financial condition, results of operations, cash flows and profitability. For additional information regarding the terms of the Ventas Master Lease, see Note 4, "Related Party Transactions"Transactions, to our consolidated financial statements.statements included within this Annual Report.

Our significant level of indebtedness, and the ability to refinance such indebtedness on acceptable terms, could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations under our debt instruments.

The agreements that govern our existing indebtedness impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.opportunities, and we may be unable to refinance such indebtedness on acceptable terms.

Our existing credit facilities bear, and other indebtedness we may incur in the future may bear, interest at a variable rate. As a result, at any given time interest rates on our existing indebtedness could be higher or lower than current levels. As of December 31, 2024,2025, we carried debt at variable interest rates of $766.6$765.3 million (net of the original issue discount and deferred financing costs), which represented approximately 70.0%69.6% of our outstanding total debt. If interest rates increase, our debt service obligations on our variable rate indebtedness will increase even though the amount borrowed remains the same, and therefore net income and associated cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Effective August 31, 2023, we executed interest rate swaps with Barclays Bank PLC and Bank of America, N.A., as counterparties, with notional amounts totaling approximately $529.0 million, expiring June 30, 2026. We have entered into theseswap agreements to manage our exposure to fluctuations in interest rates. Under these swap agreements, we are required to make monthly fixed rate payments at annual rates ranging from 1.47% to 1.48%. The counterparties are obligated to make monthly floating rate payments to us based on the one-month Secured Oversight Financing Rate (“SOFR”), each subject to a floor of 0.39%.

As a provider of healthcare services, we were significantly impacted by the public health and economic effects of the COVID-19 pandemic. In response to the COVID-19 pandemic, the federal government authorized financial relief for eligible healthcare providers through the Public Health and Social Services Emergency Fund ("“PHSSEF"”), also known as the Provider Relief Fund. Although recipients are not required to repay funding received, provided they attest to and comply with certain terms and conditions, changes to interpretations of guidance on the underlying terms and conditions may result in the derecognition of amounts previously realized. During the yearsyear ended December 31, 2023 and 2022,2023, we received $8.5 million and $49.9 million, respectively, in cash distributions from the Provider Relief Fund and other state and local programs, all of which was timely expended. We did not receive any such funds during the yearyears ended December 31, 2025 or 2024. In June 2024, payments under the PHSSEF ceased. Further, we may be subject to or incur costs from related government actions including payment recoupment, audits and inquiries by governmental authorities, and criminal, civil or administrative penalties.

•the development and use of artificial intelligenceAI and other predictive algorithms, including those used in clinical decision support tools;

Healthcare companies are subject to various investigations and audits by governmental authorities. Both federal and state government agencies have heightened civil and criminal enforcement efforts in recent years and expanded collaborative program integrity initiatives. These efforts have led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry involving federal civil and criminal false claims laws and civil monetary penalties laws, including the FCA. Further, under the FCA, private parties are able to bring qui tam, or “whistleblower,” lawsuits on behalf of the government in connection with alleged false claims for payments submitted to the government or improper retention of overpayments. The private parties are entitled to share in any amounts recovered by the government. When an entity is determined to have violated the federal civil FCA, the government may impose substantial civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs. In addition, a number of states have adopted their own false claims and whistleblower provisions. CertainWe and certain of our facilities have been, are currently, and may in the future be subject to lawsuits, qui tam actions, civil investigative demands, subpoenas, investigations, audits and other inquiries related to our operations. These claims, lawsuits, and proceedings are in various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes.

CMS and state Medicaid agencies contract with RACs and other contractors on a contingency fee basis to conduct post-payment reviews to detect and correct improper payments in the Medicare and Medicaid programs. RAC denials are appealable; however, in recent years, there have been significant delays in the Medicare appeals process. Although HHS has taken steps to address the backlog, we may experience delays in appealing RAC payment denials. CMS engages UPICs to perform audits, investigations and other integrity activities across both the Medicare fee-for-service and Medicaid programs. CMS also contracts with QIOs to promote the integrity of the Medicare program through review of quality concerns and detection of improper payments. Government agencies and their contractors regularly conduct audits and request documentation to support claims submitted for payment of services rendered and compliance with government program claim submission requirements. We are routinely subject to audits under various government programs, and any delays timely providing requested records, negative audit findings or allegations of fraud or abuse may subject us to liability, such as overpayment liability, refunds or recoupments of previously paid claims, payment suspension or the revocation of billing or payment privileges in governmental healthcare programs. Such actions, if imposed on the Companyus or itsour subsidiaries, could materially and adversely impact our revenue, financial condition and results of operations.

As a new public company, we will incur significant legal, accounting, administrative and other costs and expenses that we did not previously as a private company. We are subject to the reporting requirements of the Exchange Act, which requires, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and rules subsequently implemented by the SEC and the NYSE, impose numerous requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that apply to us. Stockholder activism, the political environment and high levels of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and may impact the manner in which we operate our business in ways we cannot currently anticipate. Our management and other personnel devote a substantial amount of time to comply with these laws and regulations. These requirements have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board or our Board committees or as executive officers.

The Sarbanes-Oxley Act, requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. One key aspect of the Sarbanes-Oxley Act is that we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, with attestation from our independent registered public accounting firm on the effectiveness of our internal controls, beginning with our annual report for the fiscal year ending December 31, 2025.controls. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, investors may lose confidence in the accuracy and completeness of our financial reporting and the market price of our common stock could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

As EHR technologies have become widespread, the federal government’s focus has shifted to increasing patient access to healthcare data and interoperability. The 21st Century Cures Act and implementing regulations prohibit information blocking by, and impose obligations related to data interoperability and patient access on, healthcare providers and certain other entities. Information blocking is defined as engaging in activities that are likely to interfere with the access, exchange or use of electronic health information, subject to limited exceptions. In June 2023, the OIG published its final rule implementing the statutory penalties for information blocking, which are up to $1 million per violation. Enforcement of information blocking penalties began on September 1, 2023. In June 2024, HHS finalized a rule to establish disincentives for healthcare providers that participate in certain Medicare programs and that have been determined by the OIG to have committed information blocking. Current and future initiatives related to healthcare technology (including artificial intelligenceAI and other predictive algorithms), data sharing and interoperability may require changes to our operations, impose new and complex obligations on us, affect our relationships with providers, vendors, healthcare information exchanges and other third parties and require investments in infrastructure. For example, HHS finalized a rule in December 2023 titled Health Data, Technology, and Interoperability: Certification Program Updates, Algorithm Transparency, and Information Sharing (“HTI-1 Final Rule”) which, among other things, modifies the information blocking exceptions, and imposes transparency requirements for artificial intelligenceAI and other predictive algorithms that are part of certified health information technology. We may be subject to penalties or other significant disincentives or experience reputational damage for failure to comply with applicable laws and regulations. It is difficult to predict how these initiatives will affect our relationships with providers and vendors, participation in healthcare information exchanges or networks, the exchange of patient data and patient engagement.

Since our initial public offering, the price of our common stock as reported on the New York Stock Exchange has ranged from a low of $13.80 to a high of $20.19. The price of our common stock has been and could continue to be subject to fluctuations in response to a number of factors, including those described elsewhere in this report and others such as:

Securities class action and shareholder derivative litigation is often initiated against public companies following periods of volatility in their stock price. ThisLegal typeproceedings like these, regardless of litigationtheir couldmerits resultor intheir substantialultimate costsoutcomes, andare costly, divert our management’s attention and resources,may materially adversely affect our business, results of operations, financial condition, prospects, and couldstock also require us to make substantial payments to satisfy judgments or to settle litigation.price.

As of December 31, 2024,2025, we had approximately 143 million shares of common stock outstanding. We, all of our directors and executive officersofficers, and holders of substantially all of our common stock prior to our initial public offering agreed to a 180-day lock-up period provided under agreements executed in connection with our initial public offering. Upon the expiration of the lock-up agreements on January 13, 2025, shares previously subject to the lock-up became eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other applicable conditions of Rule 144. In addition, certain stockholders have certain demand registration rights that could require us to file registration statements for the public resale of such stockholders’ common stock. Such sales by such stockholderstockholders could be significant.

Unless otherwise indicated, all relevant financial and statistical information included herein relates to our consolidated operations. Additionally, unless the context indicates otherwise, Ardent Health Partners,Health, Inc. and its affiliates are referred to in this section as “we,” “our,” or “us.”

This Annual Report, including the following discussion, containsmay contain certain “forward-looking statements,” as that term is defined in the U.S. federal securities laws. These forward-looking statements thatinclude, involvebut risksare not limited to, statements other than statements of historical facts, including, among others, statements relating to our future financial performance, our business prospects and uncertainties,strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. Words such as well“anticipates,” as“expects,” assumptions“intends,” that,“plans,” if“predicts,” they“believes,” never“seeks,” materialize“estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should” and the negative of these terms or proveother incorrect,comparable couldterminology causeoften our results to differ materially from those expressed or implied by suchidentify forward-looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. InThese particular,forward-looking westatements encourageare younot guarantees of future performance and are subject to review the risks and uncertainties describedthat incould cause actual results to differ materially from the sectionresults titledcontemplated by the forward-looking statements, including the risk factors and other cautionary statements described under the heading “Risk Factors” included elsewhere in this Annual Report. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this Annual Report or implied by past results and trends. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

This Annual Report may contain certain “forward-looking statements,” as that term is defined in the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other than statements of historical facts, including, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should” and the negative of these terms or other comparable terminology often identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risk factors and other cautionary statements described under the heading “Risk Factors” included in this Annual Report. Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those contemplated include, among others: (1) general economic and business conditions, both nationally and in the regions in which we operate, including the impact of challenging macroeconomic conditions and inflationary pressures, current geopolitical instability, and impacts from the imposition of, or changes in, tariffs, as well as the potential impact on us of the federal government shutdown or other uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in governmentMedicare, healthcareMedicaid and other state programs, including MedicareMedicaid andsupplemental payment programs, Medicaid waiver programs or state directed payments, that could have an adverse effect on our revenues and business; (23) reduction in the reimbursement rates paid by commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients; (34) effects of changes in healthcare policy or legislation, including the One Big Beautiful Bill Act (the "OBBBA") and any other reforms that have or may be undertaken by the current presidential administration, and legal and regulatory restrictions on our hospitals that have physician owners; (5) the ability to achieve operating and financial targets, develop and execute mitigation plans to offset to the extent possible impacts from the OBBBA, the expiration of temporary enhanced subsidies for individuals eligible to purchase insurance coverage through health insurance marketplaces and imposition of tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services; (6) security threats, catastrophic events and other disruptions affecting our, our service providers’ or our joint venture ("JV") partners’ information technology and related systems, which have adversely affected, and could in the future adversely affect, our relationships with patients and business partners and subject us to legal claims and liabilities, reputational harm and business disruption and adversely affect our financial condition; (47) the highly competitive nature of the healthcare industry and continued industry trends towards clinical transparency and value-based purchasing may impact our competitive position; (58) inability to recruit and retain quality physicians, as well as increasing cost to contract with hospital-based physicians; (69) changes to physician utilization practices and treatment methodologies and other factors outside our control that impact demand for medical services and may reduce our revenues and ability to grow profitability; (710) continued industry trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers; (811) inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits; (912) liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient facilities or other business operations; (1013) exposure to certain risks and uncertainties by the JVs through which we conduct a significant portion of our operations, including anticipated synergies,synergies of past acquisitions and the risk that transactions may not receive necessary government clearances; (1114) failure to obtain drugs and medical supplies at favorable prices or sufficient volumes; (1215) operational, legal and financial risks associated with outsourcing functions to third parties; (1316) our facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive conditions and changes in those states; (1417) negative impact of severe weather, climate change, and other factors beyond our control, which could restrict patient access to care or cause one or more facilities to close temporarily or permanently; (1518) risks related to the Master Lease with Ventas (“Ventas Master Lease”) and its restrictions and limitations on our business; (1619) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms; (17) the impact of a deterioration of public health conditions associated with a future pandemic, epidemic or outbreak of infectious disease; (1820) our failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our operations in response to changing laws and regulations; (1921) the impact of governmental claims or governmental investigations, payor audits and litigation brought against our hospitals, physician practices, outpatient facilities or other business operations; (2022) actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements; (2123) the impact of a deterioration of public health conditions associated with a future pandemic, epidemic or outbreak of infectious disease; (24) inability to or delay in building, acquiring, selling, renovating or expanding our healthcare facilities; (2225) failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and accreditation requirements; (2326) effectsthe results of changesour inefforts publicto healthcareuse policy,technology, including anyartificial reformsintelligence that may be undertaken by a new administration,(“AI”) and legalmachine learning, to drive efficiencies, better outcomes and regulatoryan restrictionsenhanced onpatient our hospitals that have physician ownersexperience; (24) inability to continually enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment; (2527) our status as a controlled company; (2628) conflicts of interest between our controlling stockholder and other holders of our common stock; and (2729) other risk factors described in our filings with the SEC.

Ardent is a leading provider of healthcare services in the United States, operating in eight growing mid-sized urban markets across six states: Texas, Oklahoma, New Mexico, New Jersey, Idaho and Kansas. We deliver care through a system of 30 acute care hospitals and approximatelymore than 280 sites of care with 1,847over 2,000 employed and affiliated providers as of December 31, 2024,2025, an increase of 7.2%9.4% in total providers compared to December 31, 2023.2024. Affiliated providers are physicians and advanced practice providers with whom we contract for services through a professional services agreement or other independent contractor agreement. We hold a leading position in a majority of our markets, and we believe we are one of the leading healthcare systems based on market share and our integrated network of hospitals, ambulatory facilities, and physician practices. We operate either independently or in partnership with premier academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation through our well-established and differentiated JV model. Collectively, we operate as a unified organization with a consumer-centric approach to caring for our patients and our communities. Our strategic JV partners offer us significant advantages, including expanded access points, clinical talent availability, local brand recognition, and scale that enable us to accelerate market penetration. We believe that we help our partners enhance their network and regional presence through our operational acumen. We strive to strengthen clinical services, drive operating improvements, and centrally manage operations to optimize hospital performance and enhance patient care. In each of these partnerships, we are the majority owner and serve as the day-to-day operator.

Term Loan B Facility Refinancing and Repricing

On September 18, 2024, we executed an amendment to reprice our credit agreement (the "Term Loan B Credit Agreement") for our senior secured term loan facility (the "Term Loan B Facility").Agreement. The repricing reduced the applicable interest rate by 50 basis points from Term SOFR (as defined in the Term Loan B Credit Agreement) plus 3.25% to Term SOFR plus 2.75% and from base rate plus 2.25% to base rate plus 1.75%, and it eliminated the credit spread adjustment. No modifications were made to the maturity of the loans as a result of the repricing and all other terms of the Term Loan B Credit Agreement were substantially unchanged.

On July 19, 2024, we completed an IPO of 12,000,000 shares of our common stock, at a public offering price of $16.00 per share (the “IPO”) for aggregate gross proceeds of $192.0 million and net proceeds of approximately $181.4 million after deducting underwriting discounts and commissions of approximately $10.6 million. The IPO provided the underwriters with an option to purchase up to an additional 1,800,000 shares of our common stock, which was fully exercised by the underwriters, and, on July 30, 2024, we issued 1,800,000 additional shares of common stock at $16.00 per share for additional net proceeds of approximately $27.2 million, after deducting underwriting discounts and commissions of approximately $1.6 million. Our common stock is listed on the New York Stock Exchange under the symbol "“ARDT"”.

In November 2023, we determined that a ransomware cybersecurity incident had impacted and disrupted a number of our operational and information technology systems.systems While(the our“Cybersecurity operationsIncident”). were no longer materially disrupted as of December 31, 2024, weWe continued to experience delays in billing claims and obtaining reimbursements and payments through the first quarter of 2024, and incurred certain expenses related to the Cybersecurity Incident, including expenses to defend claims brought by individuals and other expenses related to the Cybersecurity Incident. On October 4, 2024, we executed a settlement agreement to resolve the consolidated class action litigation.litigation related to the Cybersecurity Incident. On October 9, 2024, the District Court preliminarily approved the settlementsettlement. andPlaintiffs setfiled thea hearingMotion for theFinal Court’s final approvalApproval of the settlementSettlement (“Motion for Final Approval”), which we did not oppose. Following a hearing on the Motion for Final Approval that was conducted on August 1, 2025.2025, Settlementthe Court ordered class counsel, the settlement administrator and us to implement the agreed upon settlement of the consolidated casecase. onPursuant to the agreedsettlement, termswe will require us to make cashmade settlement paymentspayments, thatthe willtotal of which did not have a material impact on our results of operations, financial position or liquidity. SeeUpon "Itementry 1. Business—Cybersecurity Incident" for more information regardingof the CybersecurityFinal Incident.Order, the clerk was ordered to close the case.

Staffing and Labor Trend

Total revenue for the year ended December 31, 20242025 increased $556.6$358.3 million, or 10.3%,6.0%, compared to the prior year. The increase in total revenue for the year ended December 31, 20242025 consisted of an increase in adjusted admissions of 4.8%2.3% and an increase in net patient service revenue per adjusted admission of 5.1%.3.5%. The increase in adjusted admissions reflected growth in admissions, total surgeries and emergency room visits of 7.1%,5.3%, 0.7%0.2% and 4.5%,0.2%, respectively. The increase in net patient service revenue per adjusted admission was primarily attributable to aincreases combinationin ofrevenue afrom favorableMedicaid payorsupplemental mix,payment improved service mix as a result of ongoing service line optimization efforts,programs and anhigher increasereimbursement in supplemental fundingrates compared to the prior year.

Total revenue for the year ended December 31, 20232024 increased $279.8$556.6 million, or 5.5%,10.3%, compared to the prior year. The increase in total revenue wasfor attributablethe toyear ended December 31, 2024 consisted of an increase in adjusted admissions of 5.0%4.8% and an increase in net patient service revenue per adjusted admission of 0.6%5.1%. comparedThe toincrease thein prioradjusted year.admissions Admissions,reflected growth in admissions, total surgeries and emergency room visits increasedof 3.6%,7.1%, 3.6%0.7% and 0.3%,4.5%, respectively,respectively. forThe theincrease yearin endednet Decemberpatient 31,service 2023revenue per adjusted admission was attributable to a combination of a favorable payor mix, improved service mix as a result of ongoing service line optimization efforts, and an increase in revenue from Medicaid supplemental payment programs compared to the prior year.

(1)“Hospitals operated (at period end).” This metric represents the total number of hospitals operated by us at the end of the applicable period, irrespective of whether the hospital real estate is (i) owned by us, (ii) leased by us or (iii) held through a controlling interest in a JV. This metric includes the managed clinical operations of the hospital at UT Health North Campus in Tyler, Texas (“UT Health North Campus Tyler”), a hospital owned by UTHSCT, an affiliate of The University of Texas System. Since we only manage the clinical operations of UT Health North Campus Tyler, the financial results of such entity are not consolidated under Ardent HealthHealth, Partners, Inc.Inc..

On April 30, 2024, we closed UT Health East Texas Specialty Hospital, a long-term acute care hospital (the “LTAC Hospital”) in Tyler, Texas. The LTAC Hospital's inventory and fixed assets were transferred or repurposed to be used by our other hospitals. The LTAC Hospital had 36 licensed patient beds and accounted for approximately $2.6 million, $9.7 million,million and $9.2$9.7 million of total revenue and a pre-tax loss of $0.4 million, $1.2 million,million and $3.1$1.2 million for the years ended December 31, 2024,2024 and 2023, and 2022, respectively.

Total revenue for the year ended December 31, 20242025 increased $556.6$358.3 million, or 10.3%,6.0%, compared to the prior year. The increase in total revenue for the year ended December 31, 20242025 consisted of an increase in adjusted admissions of 4.8%2.3% and an increase in net patient service revenue per adjusted admission of 5.1%.3.5%. The increase in adjusted admissions reflected growth in admissions, total surgeries and emergency room visits of 7.1%,5.3%, 0.7%0.2% and 4.5%,0.2%, respectively. The increase in net patient service revenue per adjusted admission was primarily attributable to aincreases combinationin ofrevenue afrom favorableMedicaid payorsupplemental mix,payment improved service mix as a result of ongoing service line optimization efforts,programs and anhigher increasereimbursement in supplemental fundingrates compared to the prior year.

Report on Form 10-Q for the quarter ended MarchJune 31,30, 2026 (this "Quarterly Report") and our audited consolidated financial statements for the year ended December 31, 2025 and related notes contained in our Annual Report. The following discussion includes forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section titled "Risk Factors" included in the Annual Report.

We are a leading provider of healthcare services in the United States, operating in eight growing mid-sized urban markets across six states: Texas, Oklahoma, New Mexico, New Jersey, Idaho and Kansas. As of MarchJune 31,30, 2026, we deliver care through a system of 30 acute care hospitals and more than 280 sites of care with over 2,000 employed and affiliated providers. Affiliated providers are physicians and advanced practice providers with whom we contract for services through a professional services agreement or other independent contractor agreement. We hold a leading position in a majority of our markets, and we believe we are one of the leading healthcare systems based on market share and our integrated network of hospitals, ambulatory facilities, and physician practices. We operate either independently or in partnership with premier academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation through our well-established and differentiated JV model. Collectively, we operate as a unified organization with a consumer-centric approach to caring for our patients and our communities. Our strategic JV partners offer us significant advantages, including expanded access points, clinical talent availability, local brand recognition, and scale that enable us to accelerate market penetration. We believe that we help our partners enhance their network and regional presence through our operational acumen. We strive to strengthen clinical services, drive operating improvements, and centrally manage operations to optimize hospital performance and enhance patient care. In each of these partnerships, we are the majority owner and serve as the day-to-day operator.

However, the total funding available under the program is expected to be significantly less than the aggregate Medicaid spending reductions included in the legislation, and there can be no assurance regarding the amount or timing of any RHTP funding that may ultimately be available to providers. We are eligible to participate in the RHTP in all of the states in which we operate, and we will continue to monitor state‑level program development and funding opportunities as implementation progresses. During the threesix months ended MarchJune 31,30, 2026, no RHTP funds were obligated to or received by us.

We receive a significant portion of our revenues from Medicare and Medicaid, and these programs are subject to extensive regulation and frequent changes. Several states in which we operate utilize Medicaid supplemental payment programs requiring periodic CMS approval to provide funding that is separate from base rates. These payments help offset shortfalls in Medicaid reimbursement but generally do not cover the full cost of providing care, particularly after considering state and local provider taxes used to fund the non‑federal share of Medicaid spending. States and federal agencies continue to review and adjust supplemental payment structures, and some states have proposed modifications as part of their annual renewal process with CMS. Recent federal legislation also introduces new limits on the financing and payment levels for certain programs.programs, Wewhich expectmay result in decreased revenue from certain Medicaid supplemental payment programs to decline in 2026future comparedperiods to 2025 asonce program changes take effect.

Geographic DataConcentration

The information below provides an overview of our operations in certain markets as of MarchJune 31,30, 2026.

Texas. We operated 13 acute care hospital facilities (including one managed hospital that is owned by The University of Texas Health Science Center at Tyler, an affiliate of The University of Texas System) with 1,436 licensed beds that serve the areas of Tyler, Amarillo and Killeen, Texas. For the threesix months ended MarchJune 31,30, 2026, we generated 35.1%35.3% of our total revenue in the Texas market.

For the threesix months ended MarchJune 31,30, 2026, we generated 22.8%22.9% of our total revenue in the Oklahoma market.

New Mexico. We operated five acute care hospital facilities with 619 licensed beds that serve the areas of Albuquerque and Roswell, New Mexico. For the threesix months ended MarchJune 31,30, 2026, we generated 17.9% of our total revenue in the New Mexico market.

New Jersey. We operated two acute care hospital facilities with 476 licensed beds that serve the areas of Montclair and Westwood, New Jersey. For the threesix months ended MarchJune 31,30, 2026, we generated 10.9%10.3% of our total revenue in the New Jersey market.

Total revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $104.6$23.0 million, or 7.0%,1.4%, compared to the same prior year period. The increasedecrease in total revenue for the three months ended MarchJune 31,30, 2026 was driven by ana increase in adjusted admissions of 2.0% and an increasedecrease in net patient service revenue per adjusted admission of 5.5%.3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in adjusted admissions reflectedwas growth in total surgeries of 1.2%, offset by a decline in admissions and emergency room visits of 1.1% and 3.2%, respectively. Growth in adjusted admissions also wasprimarily attributable to an increase in outpatient servicesservice relativerevenue driven by a shift from inpatient to inpatientoutpatient services.sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and total surgeries of 1.0% and 2.9%, respectively. The increasedecrease in net patient service revenue per adjusted admission was primarily attributable to anchanges increasein payor mix and a decrease in revenue from Medicaid supplemental payment programs of $57.8 million compared to the same prior year period.period During the three months ended March 31, 2026 and 2025, we recorded revenue of $187.8 million and $108.9 million, respectively, related to Medicaid supplemental payment programs. The increase in revenue from Medicaid supplemental payment programs during the three months ended March 31, 2026 was primarily attributabledue to the delayed renewal of New Mexico's HealthcareMedicaid Deliverysupplemental andpayment Access Actprogram during the prior year.year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025.

A key competitive strength and a significant component of our growth strategy has been our well-established and differentiated JV model, which has resulted in partnerships with premier academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation. During the three months ended MarchJune 31,30, 2026 and 2025, total revenue related to these entities was $470.2$464.7 million and $428.6$460.0 million, respectively, which represented 29.4%28.6% and 28.6%,28.0%, respectively, of our total revenue for such periods. During the six months ended June 30, 2026 and 2025, total revenue related to these entities was $934.9 million and $888.6 million, respectively, which represented 29.0% and 28.3%, respectively, of our total revenue for such periods.

Operating Results Summary for the Three Months Ended MarchJune 31,30, 2026 and 2025

Overview of the Three Months Ended MarchJune 31,30, 2026

Total revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $104.6$23.0 million, or 7.0%,1.4%, compared to the same prior year period. The increasedecrease in total revenue for the three months ended MarchJune 31,30, 2026 was driven by ana increase in adjusted admissions of 2.0% and an increasedecrease in net patient service revenue per adjusted admission of 5.5%.3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in adjusted admissions reflectedwas growth in total surgeries of 1.2%, offset by a decline in admissions and emergency room visits of 1.1% and 3.2%, respectively. Growth in adjusted admissions also wasprimarily attributable to an increase in outpatient servicesservice relativerevenue driven by a shift from inpatient to inpatientoutpatient services.sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and total surgeries of 1.0% and 2.9%, respectively. The increasedecrease in net patient service revenue per adjusted admission was primarily attributable to anchanges increasein payor mix and a decrease in revenue from Medicaid supplemental payment programs of $78.9$57.8 million compared to the same prior year period.period The increase in revenue from Medicaid supplemental payment programs during the three months ended March 31, 2026 was primarily attributabledue to the delayed renewal of New Mexico's HealthcareMedicaid Deliverysupplemental andpayment Access Actprogram during the prior year.year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

SuppliesSalaries and benefits — SuppliesSalaries and benefits as a percentage of total revenue were 16.8%41.7% for the three months ended MarchJune 31,30, 2026 compared to 17.3%40.8% for the same prior year period. TheWhen decreasetotal inrevenue suppliesis normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, salaries and benefits as a percentage of total revenue waswere primarily42.2% attributable to an increase in revenue from Medicaid supplemental payment programs compared tofor the samethree priormonths yearended periodJune and30, ongoing supply chain initiatives.2025.

Rents and leases — Rents and leases were $27.1 million and $27.8$28.0 million for each of the three months ended MarchJune 31,30, 2026 and 2025, respectively.2025.

Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master LeaseLease, under which we lease 10 of our facilities, and other lease agreements with Ventas for certain medical office buildings. Rents and leases, related party, were $38.7 million and $38.1 million for the three months ended March 31, 2026 and 2025, respectively.

Rents and leases, related party, were $38.7 million and $37.8 million for the three months ended June 30, 2026 and 2025, Other operating expenses — Other operating expenses as a percentage of total revenue were 10.2%10.8% for the three months ended MarchJune 31,30, 2026 compared to 8.7%10.0% for the same prior year period. Other operating expenses are comprised primarily of repairs and maintenance, utility,utilities, insurance (including professional liability insurance) and provider assessments. When total revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, other operating expenses as a percentage of total revenue were 10.4% for the three months ended June 30, 2025. The increase in other operating expenses as a percentage of total revenue, normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the prior year period, was primarily due to increases in provider assessments related to Medicaid supplemental payment programs and professional and general liability lossesexpense compared to the same prior year period, partially offset by a pre-tax gain of $10.9 million associated with an increase in the carrying value of an investment option we hold in a privately held company recognized during the three months ended March 31, 2026.period.

Interest expense — Interest expense was $12.2$12.6 million and $14.2$14.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.Other non-operating losses — Other non-operating losses were $0.6 million for the three months ended June 30, 2025.

Net income attributable to noncontrolling interests — During the three months ended MarchJune 31,30, 2026 and 2025, net income attributable to noncontrolling interests was $18.6$17.8 million and $17.6$22.8 million, respectively, which consistsconsisted of net income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited liability companies ("LLCs") and consolidated by us. Income from operations before income taxes related to these limited liability companiesLLCs was $62.9$57.7 million and $62.6$68.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

•"Adjusted EBITDA" is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and excludes the effects of other non-operating losses; Cybersecurity Incident recoveries, net of incremental information technology and litigation costs; certain legal matters and related costs; other expenses, including development, restructuring and enterprise system conversion costs; equity-based compensation expense; and loss (income) loss from disposed operations. See "Supplemental Non-GAAP Performance Measure."

At MarchJune 31,30, 2026, we had total cash and cash equivalents of $609.7$724.5 million and available liquidity of $878.9$992.5 million. Our available liquidity was comprised of $609.7$724.5 million of total cash and cash equivalents plus $269.2$268.0 million in available capacity under the ABL Credit Agreement, which is reduced by outstanding borrowings and outstanding letters of credit. At MarchJune 31,30, 2026, our net leverage ratio was 1.0x,0.8x, and our lease-adjusted net leverage ratio was 2.6x. Our lease-adjusted net leverage is calculated as net debt as of March 31, 2026,debt, plus 8.0x trailing twelve month REIT rent expense as of the end of the first quarter of 2026,expense, divided by the trailing twelve month Adjusted EBITDAR as of MarchJune 31,30, 2026.

Cash flows usedprovided inby operating activities for the threesix months ended MarchJune 31,30, 2026 totaled $60.2$136.5 million compared to $24.8$92.7 million for the same prior year period. The decreaseincrease in operating cash flows during the threesix months ended MarchJune 31,30, 2026 was primarily attributable to negativepositive changes in net working capital of $32.6$102.9 million. The changes in net working capital primarily consisted of an increaseincreases in prepaid expenses and other current assets driven primarily by the timing of annual insurance premium renewals and Medicaid supplemental payment program funding and assessments and funding,an increase in accrued salaries and benefits. The positive impact of changes in working capital during the six months ended June 30, 2026 were partially offset by changesa decrease in accountsnet receivable and accounts payable and accrued expenses due to the timingincome of cash$61.5 collections and paymentsmillion compared to the same prior year period.