Form 8-K

8-K — Ardent Health, Inc.

Accession: 0001628280-26-060735

Filed: 2026-09-04

Period: 2026-09-04

CIK: 0001756655

SIC: 8062 (SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ardt-20260904.htm (Primary)

EX-99.1 (ardt-090426x8xkxex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ardt-20260904.htm · Sequence: 1

ardt-20260904

340 Seven Springs WaySuite 100BrentwoodTennessee615296-3000False000175665500017566552026-09-042026-09-04

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): September 4, 2026

ARDENT HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42180

61-1764793

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

340 Seven Springs Way, Suite 100,

Brentwood, Tennessee

37027

(Address of Principal Executive Offices)

(Zip Code)

(615) 296-3000

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value per share

ARDT

New York Stock Exchange

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).

Emerging growth company ☐

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.

This Current Report on Form 8-K (this “Current Report”) is being filed by Ardent Health, Inc. (the “Company”) to revise its

non-GAAP financial measures and related disclosures included in “Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December

31, 2025 (the “2025 Form 10-K”) and to correspondingly revise and remove the previous adjustments to Adjusted EBITDA

and Adjusted EBITDAR within the 2025 Form 10-K related to the Company’s (i) change in accounting estimate related to

the collectability of accounts receivable and (ii) New Mexico professional liability accrual. The Adjusted EBITDA and

Adjusted EBITDAR presentation within the 2025 Form 10-K separately identified and disclosed in detail the amounts related

to the accounts receivable accounting estimate and New Mexico professional liability accrual in the footnotes to the

respective presentations, and such amounts are not themselves being revised. The Company is revising its prior period non-

GAAP Adjusted EBITDA and Adjusted EBITDAR presentations to remove $97.7 million in the aggregate related to these

two adjustments (both of which were limited to the third quarter of 2025). Although the Company believes the presentation of

Adjusted EBITDA and Adjusted EBITDAR was materially accurate and fairly presented within the 2025 Form 10-K, these

revisions are being made in connection with the Company's discussions with the staff of the Securities and Exchange

Commission's Division of Corporation Finance to no longer include these adjustments. After giving effect to the removal of

such non-GAAP adjustments, the Company’s Adjusted EBITDA for the year ended December 31, 2025 decreased from

$545.0 million (as previously presented) to $447.3 million, and the Company’s Adjusted EBITDAR for the year ended

December 31, 2025 decreased from $709.3 million (as previously presented) to $611.6 million. There are no revisions to

2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR or to net income for all periods included in the 2025 Form 10-K.

Further, there is no impact to the Company's 2026 financial results, including Adjusted EBITDA or Adjusted EBITDAR. The

removal of these two adjustments has no impact on the Company’s GAAP consolidated financial statements, financial

condition, results of operations or cash flows, which remain unchanged.

The updated “Supplemental Non-GAAP Information,” “Supplemental Non-GAAP Performance Measure” and

“Supplemental Non-GAAP Valuation Measure” sections of “Item 7. Management's Discussion and Analysis of Financial

Condition and Results of Operations” of the 2025 Form 10-K, reflecting the revisions described above, are attached as

Exhibit 99.1 to this Current Report. All other information contained in the 2025 Form 10-K, including the other portions of

Item 7 thereof, remain unchanged and have not been updated or modified.

The Company's future periodic reports will reflect the revised presentation set forth herein, and the Company's next

applicable periodic report will include the additional enhanced disclosures as described below.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.

Exhibit Description

99.1

Revised sections of 2025 Form 10-K:

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations—Supplemental Non-GAAP Information

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations—Supplemental Non-GAAP Performance Measure

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations—Supplemental Non-GAAP Valuation Measure

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

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.

Dated: September 4, 2026

ARDENT HEALTH, INC.

By:

/s/ Alfred Lumsdaine

Name:

Alfred Lumsdaine

Title:

Executive Vice President and Chief Financial Officer

EX-99.1

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ARDT - 09.04.26 - 8-K - EX99.1

EXHIBIT 99.1

The following sections of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations” of the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) of Ardent

Health, Inc., as filed with the Securities and Exchange Commission on March 16, 2026, are hereby revised as follows below.

All other information contained in the 2025 Form 10-K, including the other portions of Item 7 thereof, have not been updated

or modified.

Supplemental Non-GAAP Information

We have included certain financial measures that have not been prepared in a manner that complies with U.S. generally

accepted accounting principles (“GAAP”), including Adjusted EBITDA and Adjusted EBITDAR. We define these terms as

follows:

Performance Measure

•“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 loss on extinguishment and modification of debt; other non-operating (gains) losses;

Cybersecurity incident recoveries, net of incremental information technology and litigation costs; certain legal

matters and related costs; restructuring, exit and acquisition-related costs; expenses incurred in connection with the

implementation of our integrated health information technology system provided by Epic Systems; equity-based

compensation expense; and loss (income) from disposed operations. See “Supplemental Non-GAAP Performance

Measure.”

Valuation Measure

•“Adjusted EBITDAR” is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real

estate investment trusts (“REITs”), which consists of rent expense pursuant to the Ventas Master Lease, lease

agreements with Ventas for 18 medical office buildings and a lease arrangement with Medical Properties Trust, Inc.

(“MPT”) for Hackensack Meridian Mountainside Medical Center. See “Supplemental Non-GAAP Valuation

Measure.”

Supplemental Non-GAAP Performance Measure

Adjusted EBITDA is a non-GAAP performance measure used by our management and external users of our financial

statements, such as investors, analysts, lenders, rating agencies and other interested parties, to evaluate companies in our

industry.

Adjusted EBITDA is a performance measure that is not prepared in accordance with GAAP and is presented in this Annual

Report because our management considers it an important analytical indicator that is commonly used within the healthcare

industry to evaluate financial performance and allocate resources. Further, our management believes that Adjusted EBITDA

is a useful financial metric to assess our operating performance from period to period by excluding certain material non-cash

items and unusual or non-recurring items that we do not expect to continue in the future and certain other adjustments we

believe are not reflective of our ongoing operations and our performance.

Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to

other similarly titled measures of other companies.

While we believe this is a useful supplemental performance measure for investors and other users of our financial

information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items

calculated in accordance with GAAP. Adjusted EBITDA has inherent material limitations as a performance measure, because

it adds back certain expenses to net income, resulting in those expenses not being taken into account in the performance

measure. We have borrowed money, so interest expense is a necessary element of our costs. Because we have material capital

and intangible assets, depreciation and amortization expense are necessary elements of our costs. Likewise, the payment of

taxes is a necessary element of our operations. Because Adjusted EBITDA excludes these and other items, it has material

limitations as a measure of our performance.

The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in

accordance with GAAP:

Years Ended December 31,

(in thousands)

2025

2024

2023

Net income

$230,135

$299,708

$128,977

Adjusted EBITDA Addbacks:

Income tax expense

56,223

63,352

22,637

Interest expense

55,202

65,578

74,305

Depreciation and amortization

155,703

146,288

140,842

Noncontrolling interest earnings

(94,324)

(89,365)

(75,073)

Loss on extinguishment and modification of debt

7,344

3,388

—

Other non-operating losses (gains) (a)

1,130

(4,910)

(1,613)

Cybersecurity incident (recoveries) expenses, net (b)

(22,655)

(21,477)

8,495

Certain legal matters and related costs (c)

900

2,000

—

Restructuring, exit and acquisition-related costs (d)

13,276

12,751

13,553

Epic expenses (e)

4,837

3,173

1,781

Equity-based compensation

39,293

17,978

904

Loss (income) from disposed operations

207

(60)

Adjusted EBITDA

$447,271

$498,473

$314,748

(a)

Other non-operating losses (gains) include losses and gains realized on certain non-recurring events or events that are non-operational

in nature.

(b)

Cybersecurity incident (recoveries) expenses, net represent insurance recovery proceeds, net of incremental information technology and

litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November 2023.

(c)

Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the defense

and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations. These amounts

do not include costs associated with routine professional and general liability claims.

(d)

Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work force

reductions of $10.3 million, $10.4 million, and $12.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, (ii)

penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $1.2 million, $0.8 million, and $0.7 million for the

years ended December 31, 2025, 2024, and 2023, respectively, and (iii) third party professional fees and expenses incurred in connection

with potential and completed acquisitions of $1.8 million, $1.6 million, and $0.5 million for the years ended December 31, 2025, 2024, and

2023, respectively.

(e)

Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology system.

These costs included (i) professional fees of $2.1 million, $3.1 million, and $1.8 million for the years ended December 31, 2025, 2024, and

2023, respectively, (ii) salaries and benefits of $2.6 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively,

and (iii) other expenses related to one-time training and onboarding support costs of $0.1 million for the year ended December 31, 2025.

Epic expenses do not include ongoing operating costs of the Epic system.

Supplemental Non-GAAP Valuation Measure

Adjusted EBITDAR is a commonly used non-GAAP valuation measure used by our management, research analysts,

investors and other interested parties to evaluate and compare the enterprise value of different companies in our industry.

Adjusted EBITDAR excludes: (1) certain material non-cash items and unusual or non-recurring items that we do not expect

to continue in the future; (2) certain other adjustments that do not impact our enterprise value; and (3) rent expense payable to

our REITs. We operate 30 acute care hospitals, 12 of which we lease from two REITs, Ventas and MPT, pursuant to long-

term lease agreements. Additionally, we lease 18 medical office buildings from Ventas pursuant to lease agreements with

initial terms of 12 years and eight options to renew for additional five-year terms. Our management views the long-term lease

agreements with Ventas and MPT, as more like financing arrangements than true operating leases, with the rent payable to

such REITs being similar to interest expense. As a result, our capital structure is different than many of our competitors,

especially those whose real estate portfolio is predominately owned and not leased. Excluding the rent payable to such REITs

allows investors to compare our enterprise value to those of other healthcare companies without regard to differences in

capital structures, leasing arrangements and geographic markets, which can vary significantly among companies. Our

management also uses Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or

divestitures. Finally, financial covenants in certain of our lease agreements, including the Ventas Master Lease, use Adjusted

EBITDAR as a measure of compliance. Adjusted EBITDAR does not reflect our cash requirements for leasing commitments.

As such, our presentation of Adjusted EBITDAR should not be construed as a performance or liquidity measure.

Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to

other similarly titled measures of other companies.

While we believe this is a useful supplemental valuation measure for investors and other users of our financial information,

you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in

accordance with GAAP. Adjusted EBITDAR has inherent material limitations as a valuation measure, because it adds back

certain expenses to net income, resulting in those expenses not being taken into account in the valuation measure. The

payment rent is a necessary element of our valuation. Because Adjusted EBITDAR excludes this and other items, it has

material limitations as a measure of our valuation.

The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in

accordance with GAAP:

Three Months

Ended

December 31,

2025

Year

Ended

December 31,

2025

(in thousands)

Net income

$74,262

$230,135

Adjusted EBITDAR Addbacks:

Income tax expense

18,109

56,223

Interest expense

12,383

55,202

Depreciation and amortization

41,037

155,703

Noncontrolling interest earnings

(29,306)

(94,324)

Loss on extinguishment and modification of debt

—

7,344

Other non-operating losses (a)

—

1,130

Cybersecurity incident recoveries, net (b)

—

(22,655)

Certain legal matters and related costs (c)

900

Restructuring, exit and acquisition-related costs (d)

5,332

13,276

Epic expenses (e)

1,933

4,837

Equity-based compensation

9,110

39,293

Loss from disposed operations

185

207

Rent expense payable to REITs (f)

41,786

164,308

Adjusted EBITDAR

$175,731

$611,579

(a)

Other non-operating losses include losses and gains realized on certain non-recurring events or events that are non-operational

in nature.

(b)

Cybersecurity incident recoveries, net represent insurance recovery proceeds, net of incremental information technology and

litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November

2023.

(c)

Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the

defense and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations.

These amounts do not include costs associated with routine professional and general liability claims.

(d)

Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work

force reductions of $4.3 million and $10.3 million for the three months ended and year ended December 31, 2025, respectively, (ii)

penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $0.8 million and $1.2 million for the three

months ended and year ended December 31, 2025, respectively, and (iii) third party professional fees and expenses incurred in

connection with potential and completed acquisitions of $0.2 million and $1.8 million for the three months ended and year ended

December 31, 2025, respectively.

(e)

Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology

system. These costs included (i) professional fees of $0.6 million and $2.1 million for the three months ended and year ended

December 31, 2025, respectively, (ii) salaries and benefits of $1.3 million and $2.6 million for the three months ended and year

ended December 31, 2025, respectively, and (iii) other expenses related to one-time training and onboarding support costs of $0.1

million for the year ended December 31, 2025. Epic expenses do not include ongoing operating costs of the Epic system.

(f)

Rent expense payable to REITs for the three months ended and year ended December 31, 2025 consists of rent expense of $38.9

million and $152.9 million, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for medical

office buildings and rent expense of $2.9 million and $11.4 million, respectively, related to a lease arrangement with MPT for the

lease of Hackensack Meridian Mountainside Medical Center.

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Sep. 04, 2026

Cover [Abstract]

Document Type

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Document Period End Date

Sep. 04, 2026

Entity File Number

001-42180

Registrant Name

ARDENT HEALTH, INC.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

61-1764793

Entity Address, Address Line One

340 Seven Springs Way

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Brentwood

Entity Address, State or Province

Entity Address, Postal Zip Code

37027

City Area Code

615

Local Phone Number

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Title of 12(b) Security

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ARDT

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration