# Ardent Health Partners (ARDT) 10-Q SEC filing - Q1 FY2026 - Filed: May 6, 2026, 4:19 PM EDT - Fiscal quarter: Q1 FY2026 - Calendar quarter: Q1 2026 - Accession: 0001628280-26-031299 - OpenCapital page: https://www.opencapital.sh/filings/0001628280-26-031299 - Markdown URL: https://www.opencapital.sh/filings/0001628280-26-031299.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1756655/000162828026031299/0001628280-26-031299-index.htm ## Filing documents - [10-Q (ardt-20260331.htm)](https://www.sec.gov/Archives/edgar/data/1756655/000162828026031299/ardt-20260331.htm) --- ## 10-Q SEC source: [ardt-20260331.htm](https://www.sec.gov/Archives/edgar/data/1756655/000162828026031299/ardt-20260331.htm) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                   to Commission File Number: 001-42180 Ardent Health, Inc. (Exact name of Registrant as specified in its charter) | | | | --- | --- | | Delaware | 61-1764793 | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | | 340 Seven Springs Way, Suite 100, Brentwood, Tennessee | 37027 | | (Address of principal executive offices) | (Zip Code) | | (Registrant’s telephone number, including area code) | | 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, $0.01 par value per share ARDT New York Stock Exchange Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Smaller reporting company ☐ Non-accelerated filer ☐ 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. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 1, 2026, the Registrant had 143,350,031 shares of common stock outstanding. Page PART I. FINANCIAL INFORMATION ## Item 1. Financial Statements [Condensed Consolidated Income Statements for the](#ia6f10f802308479b8bc8bad2facfb7e9_10)three months ended[#ia6f10f802308479b8bc8bad2facfb7e9_10](#ia6f10f802308479b8bc8bad2facfb7e9_10)March 31, 2026[and](#ia6f10f802308479b8bc8bad2facfb7e9_10)2025 (Unaudited) [1](#ia6f10f802308479b8bc8bad2facfb7e9_10) [Condensed Consolidated](#ia6f10f802308479b8bc8bad2facfb7e9_13)Comprehensive Income[Statements for the](#ia6f10f802308479b8bc8bad2facfb7e9_13)three months ended[#ia6f10f802308479b8bc8bad2facfb7e9_13](#ia6f10f802308479b8bc8bad2facfb7e9_13)March 31, 2026[and](#ia6f10f802308479b8bc8bad2facfb7e9_13) 2025 (Unaudited) [2](#ia6f10f802308479b8bc8bad2facfb7e9_13) [Condensed Consolidated Balance Sheets as of](#ia6f10f802308479b8bc8bad2facfb7e9_16)March 31, 2026[and December 31,](#ia6f10f802308479b8bc8bad2facfb7e9_16)2025 (Unaudited) [3](#ia6f10f802308479b8bc8bad2facfb7e9_16) [Condensed Consolidated Statements of Cash Flows for the](#ia6f10f802308479b8bc8bad2facfb7e9_19)three months ended[#ia6f10f802308479b8bc8bad2facfb7e9_19](#ia6f10f802308479b8bc8bad2facfb7e9_19)March 31, 2026[and](#ia6f10f802308479b8bc8bad2facfb7e9_19)2025 (Unaudited) [4](#ia6f10f802308479b8bc8bad2facfb7e9_19) [Condensed Consolidated Statements of Changes in Equity for the](#ia6f10f802308479b8bc8bad2facfb7e9_22)three months ended[#ia6f10f802308479b8bc8bad2facfb7e9_22](#ia6f10f802308479b8bc8bad2facfb7e9_22)March 31, 2026[and](#ia6f10f802308479b8bc8bad2facfb7e9_22) 2025 (Unaudited) [5](#ia6f10f802308479b8bc8bad2facfb7e9_22) [Notes to Condensed Consolidated Financial Statements](#ia6f10f802308479b8bc8bad2facfb7e9_25) (Unaudited) [6](#ia6f10f802308479b8bc8bad2facfb7e9_25) ## Item 2. [Management's Discussion and Analysis of Financial Condition and Results of Operations](#ia6f10f802308479b8bc8bad2facfb7e9_115) [19](#ia6f10f802308479b8bc8bad2facfb7e9_115) ## Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#ia6f10f802308479b8bc8bad2facfb7e9_193) [36](#ia6f10f802308479b8bc8bad2facfb7e9_193) ## Item 4. [Controls and Procedures](#ia6f10f802308479b8bc8bad2facfb7e9_196) [36](#ia6f10f802308479b8bc8bad2facfb7e9_196) PART II. OTHER INFORMATION ## ITEM 1. LEGAL PROCEEDINGS Because we provide healthcare services in a highly regulated industry, we have been, are, and expect to continue to be, party to various lawsuits and regulatory investigations from time to time. Refer to the "Litigation and Regulatory Matters" section of Note 9, Commitments and Contingencies, in the notes to the condensed consolidated financial statements contained elsewhere in this Quarterly Report, which is incorporated by reference herein. ## ITEM 1A. RISK FACTORS There have been no material changes to our risk factors that we believe are material to our business, results of operations and financial condition from the risk factors previously disclosed in the section entitled “Risk Factors” included in the Annual Report, which are incorporated by reference herein. ## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q for the quarter ended March 31, 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. Unless otherwise indicated, all relevant financial and statistical information included herein relates to our consolidated operations. Additionally, unless the context indicates otherwise, Ardent Health, Inc. and its affiliates are referred to in this section as "we," "our," or "us." Forward-Looking Statements This Quarterly Report, including the following discussion, 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. When reviewing the discussion below, you should keep in mind the risks and uncertainties that could impact our business. 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 the Annual Report. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this Quarterly 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. 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 uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed payments, that could have an adverse effect on our revenues and business; (3) 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; (4) 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; (7) the highly competitive nature of the healthcare industry and continued industry trends towards clinical transparency and value-based purchasing may impact our competitive position; (8) inability to recruit and retain quality physicians and increased labor costs resulting from increased competition for staffing or a continued or increased shortage of experienced nurses, as well as the loss of key personnel, including key members of our management team; (9) 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; (10) continued industry trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers; (11) inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits; (12) liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient facilities or other business operations; (13) exposure to certain risks and uncertainties by the JVs through which we conduct a significant portion of our operations, including anticipated synergies of past acquisitions and the risk that transactions may not receive necessary government clearances; (14) failure to obtain drugs and medical supplies at favorable prices or sufficient volumes; (15) operational, legal and financial risks associated with outsourcing functions to third parties; (16) our facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive conditions and changes in those states; (17) 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; (18) risks related to the Master Lease with Ventas (“Ventas Master Lease”) and its restrictions and limitations on our business; (19) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms; (20) 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; (21) the impact of governmental claims or governmental investigations, payor audits and litigation brought against our hospitals, physician practices, outpatient facilities or other business operations; (22) actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements; (23) the impact of a deterioration of public health conditions associated with a future pandemic, epidemic or outbreak of infectious disease; (24) actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations and financial condition; (25) inability to or delay in building, acquiring, selling, renovating or expanding our healthcare facilities; (26) failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and accreditation requirements; (27) the results of our efforts to use technology, including artificial intelligence (“AI”) and machine learning, to drive efficiencies, better outcomes and an enhanced patient experience; (28) our status as a controlled company; (29) conflicts of interest between our controlling stockholder and other holders of our common stock; and (30) other risk factors described in our filings with the SEC, including the Annual Report. We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report. You should not rely upon forward-looking statements as predictions of future events.  The forward-looking statements in this Quarterly Report are based on management's current beliefs, expectations, and projections about future events and trends affecting our business, results of operations, financial condition, and prospects. These statements are subject to risks, uncertainties, and other factors described in the "Risk Factors" section of the Annual Report. We operate in a competitive and rapidly changing environment where new risks and uncertainties can emerge, making it impossible to predict all potential impacts on our forward-looking statements. Consequently, actual results may differ materially from those described. The forward-looking statements pertain only to the date they are made, and we do not undertake any obligation to update them to reflect new information or events unless required by law. You are advised not to place undue reliance on these statements and to consult any additional disclosures we may provide through our other filings with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Overview 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 March 31, 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. Recent Developments Term Loan B Facility Refinancing On September 18, 2025, we executed an amendment to our term loan credit agreement (the "Term Loan B Credit Agreement") to refinance the outstanding term loans under our senior secured term loan facility (the "Term Loan B Facility"). The amendment (i) reduced the applicable interest rate by 50 basis points from Term SOFR plus 2.75% to Term SOFR plus 2.25% and from the base rate plus 1.75% to the base rate plus 1.25%, (ii) extended the maturity date to September 18, 2032 and (iii) increased the baskets for certain fixed dollar negative covenants and (iv) reestablished principal payments under the amended Term Loan B Facility, which are due in consecutive equal quarterly installments of 0.25% of the refinanced $777.5 million principal amount beginning on December 31, 2025 (subject to certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon the new maturity date in September 2032. All other terms of the Term Loan B Credit Agreement were substantially unchanged. Regulatory Update On July 4, 2025, Congress passed the OBBBA, its budget reconciliation act for fiscal year 2025. The OBBBA includes provisions that may impact our financial performance and may substantially modify certain federal statutes and regulations to which our operations are subject. The OBBBA provisions that may impact us have varying effective dates, and we are unable to predict whether or how future legislation, rulemaking, or judicial action will impact implementation of the OBBBA. Of particular relevance to us, the OBBBA may reduce the federal government's overall Medicaid expenditures and tighten Medicaid eligibility requirements. The law limits eligibility for Medicaid by imposing work or community engagement requirements for adults under 65 years old in Medicaid expansion states, including states with waiver-based expansions, subject to limited exceptions, and requires eligibility redeterminations at least every six months for the Medicaid expansion state population. State compliance is required by December 31, 2026. In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds received by state Medicaid programs. The law prohibits states from establishing new provider assessments or taxes, or increasing the rates of existing provider assessments, for state fiscal years beginning after October 1, 2026, while also limiting the structure and application of such assessments. The OBBBA also directs the U.S. Department of Health and Human Services to revise regulations governing state directed payment ("SDP") arrangements to cap total payment rates paid by Medicaid managed care organizations for certain services at Medicare payment rates instead of average commercial rates and imposes lower caps in Medicaid expansion states. The revised regulations apply to SDP arrangements established on or after July 4, 2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under grandfathered programs will be reduced beginning January 1, 2028. The OBBBA also made significant changes to the U.S. federal tax law. Significant tax provisions of the OBBBA that will impact us include (i) the return to the EBITDA formula used to calculate the business interest expense limitation under Internal Revenue Code ("IRC") Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying property placed in service after January 19, 2025. The provisions of the OBBBA are not expected to have a material impact on our effective tax rate. Because our facilities rely in part on reimbursement from federal health care programs, including Medicaid, for the reimbursement of services rendered, these changes may have a negative impact on our financial performance. Ongoing budgetary uncertainties and continued efforts to reduce the federal deficit may result in further payment reductions to both  Medicaid and Medicare programs. For example, legislation that increases the federal deficit in the future could result in automatic sequestration under the Pay-As-You-Go Act of 2010, which could result in cuts to Medicare reimbursement of up to 4% if Congress does not take action to waive the sequestration. In addition to changes made to federal healthcare programs, the OBBBA contains policy changes that are expected to decrease the number of individuals who obtain health insurance from Affordable Care Act ("ACA") marketplace exchanges. For example, the OBBBA effectively ends automatic renewals of coverage by requiring pre-enrollment verification of eligibility. In addition to ending automatic renewals of ACA plans, the federal enhanced subsidies of ACA marketplace exchange-based plans expired at the end of 2025 and were not extended by the OBBBA, which is likely to result in significant cost increases for ACA plans. We also expect these reforms to ACA marketplace exchange-based plans to adversely impact results in 2026, partially offset by our ongoing resiliency and cost reduction initiatives. In September 2025, the Centers for Medicare & Medicaid Services ("CMS") began implementing the Rural Health Transformation Program ("RHTP"), a federal initiative established by the OBBBA to support the stabilization and modernization of healthcare delivery in rural communities nationwide. CMS indicated that funding allocations will be made available to all 50 states, with states responsible for determining the structure and timing of distributions to eligible healthcare participants. The RHTP authorizes total federal funding of $50 billion to be distributed over five federal fiscal years, with $10 billion available annually from federal fiscal years 2026 through 2030. Funding may be awarded by states through subawards, subcontracts, or other arrangements, including payments for qualifying healthcare items and services, subject to program requirements, funding policies, and other limitations. All authorized funds must be expended by October 1, 2032. The RHTP is intended, in part, to mitigate the impact of certain Medicaid funding reductions enacted as part of the OBBBA. 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 three months ended March 31, 2026, no RHTP funds were obligated to or received by us. Key Factors Impacting Our Results of Operations Staffing and Labor Our operations are dependent on the efforts, abilities and experience of our management and medical support personnel, such as nurses, pharmacists and lab technicians, as well as our physicians. We compete with other healthcare providers in recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our hospitals and other facilities, including nurses and other non-physician healthcare professionals. At times, the availability of nurses and other medical support personnel has been a significant operating issue for healthcare providers, including at certain of our facilities. The impact of labor shortages across the healthcare industry may result in other healthcare facilities, such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to such facilities and further exacerbate the demand on our resources, supplies and staffing. We contract with various third parties who provide hospital-based physicians. Third party providers of hospital-based physicians, including those with whom we contract, have experienced significant disruption in the form of regulatory changes, including those stemming from enactment of the No Surprises Act, challenging labor market conditions resulting from a shortage of physicians and inflationary wage-related pressures, as well as increased competition through consolidation of physician groups. In some instances, providers of outsourced medical specialists have become insolvent and unable to fulfill their contracts with us for providing hospital-based physicians. The success of our hospitals depends in part on the adequacy of staffing, including through contracts with third parties. If we are unable to adequately contract with providers, or the providers with whom we contract become unable to fulfill their contracts, our admissions may decrease, and our operating performance, capacity and growth prospects may be adversely affected. Further, our efforts to mitigate the potential impact on our business from third party providers who are unable to fulfill their contracts to provide hospital-based physicians, including through acquisitions of outsourced medical specialist businesses, employment of physicians and re-negotiation or assumption of existing contracts, may be unsuccessful. These developments with respect to providers of outsourced medical specialists, and our inability to effectively respond to and mitigate the potential impact of such developments, may disrupt our ability to provide healthcare services, which may adversely impact our business, financial condition and results of operations. We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we operate. In some of our markets, employers across various industries have increased minimum wages, which has created more competition and, in some cases, higher labor costs for this sector of employees. Supplemental Payments 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. We expect revenue from certain Medicaid supplemental payment programs to decline in 2026 compared to 2025 as program changes take effect. Seasonality We typically experience higher patient volumes and revenue in the fourth quarter of each year in our acute care facilities. We typically experience such seasonal volume and revenue peaks because more people generally become ill during the winter months, which in turn results in significant increases in the number of patients we treat during those months. In addition, revenue in the fourth quarter is also impacted by increased utilization of services due to annual deductibles, which are not usually met until later in the year, and patient utilization of their healthcare benefits before they expire at year-end. Inflation The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures in an attempt to curb increases in operating costs and expenses. We have generally offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of providing health insurance benefits to our employees. Geographic Data The information below provides an overview of our operations in certain markets as of March 31, 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 three months ended March 31, 2026, we generated 35.1% of our total revenue in the Texas market. Oklahoma. We operated eight acute care hospital facilities with 1,173 licensed beds that serve the area of Tulsa, Oklahoma. For the three months ended March 31, 2026, we generated 22.8% 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 three months ended March 31, 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 three months ended March 31, 2026, we generated 10.9% of our total revenue in the New Jersey market. Other Industry Trends The demand for healthcare services continues to be impacted by the following trends: - A growing focus on healthcare spending by consumers, employers and insurers, who are actively seeking lower-cost care solutions; - A shift in patient volumes from inpatient to outpatient settings due to technological advancements and demand for care that is more convenient, affordable and accessible; - The growing aged population, which requires greater chronic disease management and higher-acuity treatment; and - Ongoing consolidation of providers and insurers across the healthcare industry. Additionally, the healthcare industry, particularly acute care hospitals, continues to be subject to ongoing regulatory uncertainty. Changes in federal or state healthcare laws, regulations, funding policies or reimbursement practices, especially those involving reductions to government payment rates or limitations on what providers may charge, could significantly impact future revenue and operations. For example, the No Surprises Act prohibits providers from charging patients an amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited exceptions. For services for which balance billing is prohibited, the No Surprises Act includes provisions that may limit the amounts received by out-of-network providers from health plans. Any reduction in the rates that we can charge or amounts we can receive for our services will reduce our total revenue and our operating margins. Results of Operations Revenue and Volume Trends Our revenue depends upon inpatient occupancy levels, ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charges and negotiated payment rates for such services. Total revenue is comprised of net patient service revenue and other revenue. We recognize patient service revenue in the period in which we provide services. Patient service revenue includes amounts we estimate to be reimbursable by Medicare, Medicaid and other payors under provisions of cost or prospective reimbursement formulas in effect. The amounts we receive from these payors are generally less than the established billing rates, and we report patient service revenue net of these differences (contractual adjustments) at the time we render the services. We also report patient service revenue net of the effects of other arrangements where we are reimbursed for services at less than established rates, including certain self-pay adjustments provided to uninsured patients. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amount expected to be collected. Total revenue for the three months ended March 31, 2026 increased $104.6 million, or 7.0%, compared to the same prior year period. The increase in total revenue for the three months ended March 31, 2026 was driven by an increase in adjusted admissions of 2.0% and an increase in net patient service revenue per adjusted admission of 5.5%. The increase in adjusted admissions reflected 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 was attributable to an increase in outpatient services relative to inpatient services. The increase in net patient service revenue per adjusted admission was primarily attributable to an increase in revenue from Medicaid supplemental payment programs compared to the same prior year 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 attributable to the delayed renewal of New Mexico's Healthcare Delivery and Access Act during the prior year. 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 March 31, 2026 and 2025, total revenue related to these entities was $470.2 million and $428.6 million, respectively, which represented 29.4% and 28.6%, respectively, of our total revenue for such periods. The following table provides the sources of our total revenue by payor: | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Medicare | 41.8% | 39.8% | | Medicaid | 9.9% | 10.0% | | Other managed care | 42.7% | 43.1% | | Self-pay and other | 4.5% | 5.4% | | Net patient service revenue | 98.9% | 98.3% | | Other revenue | 1.1% | 1.7% | | Total revenue | 100.0% | 100.0% | Operating Results Summary for the Three Months Ended March 31, 2026 and 2025 The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as a percentage of total revenue. | (Unaudited, dollars in thousands) | Three Months Ended March 31, 2026 / Amount | Three Months Ended March 31, 2026 / % | Three Months Ended March 31, 2025 / Amount | Three Months Ended March 31, 2025 / % | | --- | --- | --- | --- | --- | | Total revenue | $1,601,870 | 100.0% | $1,497,234 | 100.0% | | Expenses: | | | | | | Salaries and benefits | 661,431 | 41.3% | 657,652 | 43.9% | | Professional fees | 317,070 | 19.8% | 280,857 | 18.8% | | Supplies | 268,553 | 16.8% | 258,855 | 17.3% | | Rents and leases | 27,081 | 1.7% | 27,761 | 1.9% | | Rents and leases, related party | 38,686 | 2.4% | 38,050 | 2.5% | | Other operating expenses | 165,151 | 10.2% | 130,767 | 8.7% | | Interest expense | 12,211 | 0.8% | 14,176 | 0.9% | | Depreciation and amortization | 42,986 | 2.7% | 36,201 | 2.4% | | Other non-operating gains | (5,890) | (0.4%) | (21,283) | (1.4%) | | Total operating expenses | 1,527,279 | 95.3% | 1,423,036 | 95.0% | | Income before income taxes | 74,591 | 4.7% | 74,198 | 5.0% | | Income tax expense | 16,103 | 1.0% | 15,233 | 1.1% | | Net income | 58,488 | 3.7% | 58,965 | 3.9% | | Net income attributable to noncontrolling interests | 18,638 | 1.2% | 17,582 | 1.1% | | Net income attributable to Ardent Health, Inc. | $39,850 | 2.5% | $41,383 | 2.8% | The following table provides information on certain drivers of our total revenue: | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, / % Change | Three Months Ended March 31, 2025 | | --- | --- | --- | --- | | Operating Statistics | | | | | Total revenue (in thousands) | $1,601,870 | 7.0% | $1,497,234 | | Hospitals operated (at period end) (1) | 30 | 0.0% | 30 | | Licensed beds (at period end) (2) | 4,281 | 0.0% | 4,281 | | Utilization of licensed beds (3) | 51% | 2.0% | 50% | | Admissions (4) | 40,932 | (1.1)% | 41,389 | | Adjusted admissions (5) | 86,244 | 2.0% | 84,536 | | Inpatient surgeries (6) | 9,256 | 0.1% | 9,250 | | Outpatient surgeries (7) | 22,086 | 1.7% | 21,712 | | Total surgeries | 31,342 | 1.2% | 30,962 | | Emergency room visits (8) | 156,168 | (3.2)% | 161,249 | | Patient days (9) | 197,129 | 0.5% | 196,214 | | Total encounters (10) | 1,564,114 | 7.8% | 1,450,629 | | Average length of stay (11) | 4.82 | 1.7% | 4.74 | | Net patient service revenue per adjusted admission (12) | $18,367 | 5.5% | $17,402 | (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 The University of Texas Health Science Center at Tyler ("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 by us. (2)"Licensed beds (at period end)." This metric represents the total number of beds for which the appropriate state agency licenses a facility, regardless of whether the beds are actually available for patient use. (3)"Utilization of licensed beds." This metric represents a measure of the actual utilization of our inpatient facilities, computed by (i) dividing patient days by the number of days in each period, and (ii) further dividing that number by average licensed beds, which is calculated by dividing total licensed beds (at period end) by the number of days in the period, multiplied by the number of days in the period the licensed beds were in existence. (4)"Admissions." This metric represents the number of patients admitted for inpatient treatment during the applicable period. (5)"Adjusted admissions." This metric is used by management as a general measure of combined inpatient and outpatient volume. Adjusted admissions provides management with a key performance indicator that considers both inpatient and outpatient volumes by applying an inpatient volume measure (admissions) to a ratio of gross inpatient and outpatient revenue to gross inpatient revenue. Gross inpatient and outpatient revenue reflect gross inpatient and outpatient charges prior to estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. The calculation of adjusted admissions is summarized as follows: Adjusted Admissions = Admissions x (Gross Inpatient Revenue + Gross Outpatient Revenue) Gross Inpatient Revenue (6)"Inpatient surgeries." This metric represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management, c- sections, and certain diagnostic procedures are excluded from inpatient surgeries. (7)"Outpatient surgeries." This metric represents the number of surgeries performed on patients who have not been admitted to our hospitals. Pain management, c- sections, and certain diagnostic procedures are excluded from outpatient surgeries. (8)"Emergency room visits." This metric represents the total number of patients provided with emergency room treatment during the applicable period. (9)"Patient days." This metric represents the total number of days of care provided to patients admitted to our hospitals during the applicable period. (10)"Total encounters." This metric represents the total number of events where healthcare services are rendered resulting in a billable event during the applicable period. This includes both hospital and ambulatory patient interactions. (11)"Average length of stay." This metric represents the average number of days admitted patients stay in our hospitals. (12)"Net patient service revenue per adjusted admission." This metric represents net patient service revenue divided by adjusted admissions for the applicable period. Net patient service revenue reflects gross inpatient and outpatient charges less estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. Overview of the Three Months Ended March 31, 2026 Total revenue for the three months ended March 31, 2026 increased $104.6 million, or 7.0%, compared to the same prior year period. The increase in total revenue for the three months ended March 31, 2026 was driven by an increase in adjusted admissions of 2.0% and an increase in net patient service revenue per adjusted admission of 5.5%. The increase in adjusted admissions reflected 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 was attributable to an increase in outpatient services relative to inpatient services. The increase in net patient service revenue per adjusted admission was primarily attributable to an increase in revenue from Medicaid supplemental payment programs of $78.9 million compared to the same prior year period. The increase in revenue from Medicaid supplemental payment programs during the three months ended March 31, 2026 was primarily attributable to the delayed renewal of New Mexico's Healthcare Delivery and Access Act during the prior year. Total operating expenses increased $104.2 million, and increased 0.3% as a percentage of total revenue, for the three months ended March 31, 2026 compared to the same prior year period. The increase in total operating expenses as a percentage of total revenue was primarily driven by increases in other operating expenses and professional fees and a decrease in other non- operating gains. The increase in other operating expenses as a percentage of total revenue was primarily driven by increased provider assessments related to Medicaid supplemental payment programs during the three months ended March 31, 2026 as compared to the same prior year period. The increase in professional fees as a percentage of total revenue was primarily driven by higher costs for hospital based providers due to higher patient volumes and rising physician related expenses during the three months ended March 31, 2026 as compared to the same prior year period. The decrease in other non-operating gains as a percentage of total revenue was primarily due to the recognition of $21.5 million in insurance recovery proceeds during the three months ended March 31, 2025 related to a cybersecurity incident that impacted our operations and information technology systems in November 2023 (the "Cybersecurity Incident"). The increase in total operating expenses as a percentage of total revenue was partially offset by decreases in salaries and benefits and supplies as percentages of total revenue due to a combination of decreased contract labor, ongoing productivity and supply chain initiatives, and increased revenue from Medicaid supplemental payment programs. Comparison of the Three Months Ended March 31, 2026 and 2025 Total revenue — Total revenue for the three months ended March 31, 2026 increased $104.6 million, or 7.0%, compared to the same prior year period. The increase in total revenue for the three months ended March 31, 2026 was driven by an increase in adjusted admissions of 2.0% and an increase in net patient service revenue per adjusted admission of 5.5%. The increase in adjusted admissions reflected 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 was attributable to an increase in outpatient services relative to inpatient services. The increase in net patient service revenue per adjusted admission was primarily attributable to an increase in revenue from Medicaid supplemental payment programs of $78.9 million compared to the same prior year period. The increase in revenue from Medicaid supplemental payment programs during the three months ended March 31, 2026 was primarily attributable to the delayed renewal of New Mexico's Healthcare Delivery and Access Act during the prior year. Salaries and benefits — Salaries and benefits as a percentage of total revenue were 41.3% for the three months ended March 31, 2026 compared to 43.9% for the same prior year period. The decrease in salaries and benefits as a percentage of total revenue was attributable to a decrease in contract labor expense of $10.3 million driven by continued recruiting and retention initiatives. Total contract labor expenses, as a percentage of total salaries and benefits, were 2.2% and 3.8% for the three months ended March 31, 2026 and 2025, respectively. The decrease in salaries and benefits as a percentage of total revenue was also attributable to the ongoing execution of strategic productivity initiatives and an increase in revenue from Medicaid supplemental payment programs compared to the same prior year period. Professional fees — Professional fees as a percentage of total revenue were 19.8% for the three months ended March 31, 2026 compared to 18.8% for the same prior year period. The increase in professional fees as a percentage of total revenue was primarily attributable to higher costs for hospital based providers during the three months ended March 31, 2026 compared to the same prior year period. Supplies — Supplies as a percentage of total revenue were 16.8% for the three months ended March 31, 2026 compared to 17.3% for the same prior year period. The decrease in supplies as a percentage of total revenue was primarily attributable to an increase in revenue from Medicaid supplemental payment programs compared to the same prior year period and ongoing supply chain initiatives.  Rents and leases — Rents and leases were $27.1 million and $27.8 million for the three months ended March 31, 2026 and 2025, respectively. Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master Lease 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. Other operating expenses — Other operating expenses as a percentage of total revenue were 10.2% for the three months ended March 31, 2026 compared to 8.7% for the same prior year period. Other operating expenses are comprised primarily of repairs and maintenance, utility, insurance (including professional liability insurance) and provider assessments. The increase in other operating expenses as a percentage of total revenue was primarily due to increases in provider assessments related to Medicaid supplemental payment programs and professional and general liability losses 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. Interest expense — Interest expense was $12.2 million and $14.2 million for the three months ended March 31, 2026 and 2025, respectively.  Other non-operating gains — Other non-operating gains were $5.9 million and $21.3 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2025, other non-operating gains included a gain on business interruption insurance proceeds of $21.5 million related to the Cybersecurity Incident. Income tax expense — We recorded income tax expense of $16.1 million, which equates to an effective tax rate of 21.6%, for the three months ended March 31, 2026 compared to income tax expense of $15.2 million, which equates to an effective tax rate of 20.5%, for the same prior year period. Net income attributable to noncontrolling interests — During the three months ended March 31, 2026 and 2025, net income attributable to noncontrolling interests was $18.6 million and $17.6 million, respectively, which consists of net income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited liability companies and consolidated by us. Income from operations before income taxes related to these limited liability companies was $62.9 million and $62.6 million for the three months ended March 31, 2026 and 2025, respectively. 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 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 (income) loss 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 Quarterly 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: | (in thousands) | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Net income | $58,488 | $58,965 | | Adjusted EBITDA Addbacks: | | | | Income tax expense | 16,103 | 15,233 | | Interest expense | 12,211 | 14,176 | | Depreciation and amortization | 42,986 | 36,201 | | Noncontrolling interest earnings | (18,638) | (17,582) | | Other non-operating losses (a) | — | 217 | | Cybersecurity Incident recoveries, net (b) | — | (19,705) | | Certain legal matters and related costs | 2,002 | — | | Other expenses, including development, restructuring and enterprise system conversion costs (c) | 7,788 | 1,407 | | Equity-based compensation | 8,929 | 9,263 | | (Income) loss from disposed operations | (5,883) | 26 | | Adjusted EBITDA | $123,986 | $98,201 | (a)Other non-operating losses include losses realized on certain non-recurring events or events that are non-operational in nature. (b)Cybersecurity Incident recoveries, net represent insurance recovery proceeds associated with the Cybersecurity Incident, net of incremental information technology and litigation costs. (c)Other expenses, including development, restructuring and enterprise system conversion costs include (i) salaries and benefits of $4.3 million for the three months ended March 31, 2026, (ii) professional fees of $3.3 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively, and (iii) other expenses of $0.2 million for each of the three months ended March 31, 2026 and 2025. Liquidity and Capital Resources Liquidity Our primary sources of liquidity are available cash and cash equivalents, cash flows from our operations and available borrowings under our ABL Facilities (as defined below). Our primary cash requirements are our operating expenses, the service of our debt, capital expenditures on our existing properties, acquisitions of hospitals and other healthcare facilities, and distributions to noncontrolling interests. We believe the combination of cash flow from operations and available cash and borrowings will be adequate to meet our short-term liquidity needs. Our ability to make scheduled payments of principal, pay interest on, or refinance, our indebtedness, pay distributions or fund planned capital expenditures will depend on our ability to generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. At March 31, 2026, we had total cash and cash equivalents of $609.7 million and available liquidity of $878.9 million. Our available liquidity was comprised of $609.7 million of total cash and cash equivalents plus $269.2 million in available capacity under the ABL Credit Agreement, which is reduced by outstanding borrowings and outstanding letters of credit. At March 31, 2026, our net leverage ratio was 1.0x, 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, plus 8.0x trailing twelve month REIT rent expense as of the end of the first quarter of 2026, divided by the trailing twelve month Adjusted EBITDAR as of March 31, 2026. Cash Flows The following table summarizes certain elements of the statements of cash flows (in thousands): | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Net cash used in operating activities | $(60,222) | $(24,787) | | Net cash used in investing activities | (27,901) | (23,122) | | Net cash used in financing activities | (11,786) | (13,832) | Operating Activities   Cash flows used in operating activities for the three months ended March 31, 2026 totaled $60.2 million compared to $24.8 million for the same prior year period. The decrease in operating cash flows during the three months ended March 31, 2026 was primarily attributable to negative changes in net working capital of $32.6 million. The changes in net working capital primarily consisted of an increase in prepaid expenses and other current assets driven primarily by the timing of annual insurance premium renewals and Medicaid supplemental payment program assessments and funding, partially offset by changes in accounts receivable and accounts payable and accrued expenses due to the timing of cash collections and payments compared to the same prior year period.  Investing Activities Cash flows used in investing activities for the three months ended March 31, 2026 totaled $27.9 million compared to $23.1 million for the same prior year period. Capital expenditures for non-acquisitions were $28.1 million and $22.9 million for the three months ended March 31, 2026 and 2025, respectively. Financing Activities Cash flows used in financing activities for the three months ended March 31, 2026 totaled $11.8 million compared to $13.8 million for the same prior year period. Cash flows used in financing activities for the three months ended March 31, 2026 included distributions paid to noncontrolling interests of $21.3 million, payments of principal on long-term debt of $3.6 million, and payments of principal on insurance financing arrangements of $2.8 million, which were partially offset by proceeds from insurance financing arrangements of $17.0 million. Cash flows used in financing activities for the three months ended March 31, 2025 included distributions paid to noncontrolling interests of $19.2 million, payments of principal on long-term debt of $1.4 million, and payments of principal on insurance financing arrangements of $3.1 million, which were partially offset by proceeds from insurance financing arrangements of $11.0 million. Capital Expenditures We make significant, targeted investments to maintain and modernize our facilities, introduce new technologies, and expand our service offerings. We expect to finance future capital expenditures with internally generated and borrowed funds. Capital expenditures for property and equipment were $28.1 million and $22.9 million for the three months ended March 31, 2026 and 2025, respectively. Ventas Master Lease Effective August 4, 2015, we sold the real property for ten of our hospitals to Ventas, which is a related party as, prior to our initial public offering ("IPO"), it was a common unit holder of Ardent Health Partners, LLC and owned shares of common stock of AHP Health Partners and had a representative serving on our board of managers. Concurrent with this transaction, we entered into a 20-year master lease agreement that expires in August 2035 (with a renewal option for an additional ten years) to lease back the real estate. We lease ten of our hospitals pursuant to the Ventas Master Lease. As of March 31, 2026, following the consummation of the IPO and the underwriters’ exercise of their option to purchase additional shares, Ventas beneficially owned approximately 6.5% of our outstanding common stock. The Ventas Master Lease includes a number of significant operating and financial restrictions, including requirements that we maintain a minimum portfolio coverage ratio of 2.2x and a guarantor fixed charge coverage ratio of 1.2x and do not exceed a guarantor net leverage ratio of 6.75x. In addition, the Relative Rights Agreement entered into by and among Ventas, the 5.75% Senior Notes trustee and the administrative agents under our Senior Secured Credit Facilities (as defined below) in connection with the series of debt transactions completed during the year ended December 31, 2021 to refinance our then- existing debt, 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 ("Tenants") (together with such Tenants’ guarantees of the notes and the Senior Secured Credit Facilities 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 and by us. We recorded rent expense of $38.7 million and $38.1 million for the three months ended March 31, 2026 and 2025, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings. Senior Secured Credit Facilities Effective August 24, 2021, we entered into the Term Loan B Facility. The credit agreement governing the Term Loan B Facility provided funding up to a principal amount of $900.0 million with a seven-year maturity. Principal under the Term Loan B Facility was due in quarterly installments of 0.25% of the initial $900.0 million principal amount as of the execution of the credit agreement (subject to certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon maturity of the Term Loan B Facility. Effective June 8, 2023, we amended the Term Loan B Credit Agreement to replace LIBOR with the Term SOFR and Daily Simple SOFR (each as defined in the amended Term Loan B Credit Agreement) as the reference interest rate. On June 26, 2024, we prepaid $100.0 million of the $877.5 million outstanding borrowings under the Term Loan B Facility using cash on hand, which prepaid all remaining required quarterly principal payments; no modification was made to the Term Loan B Credit Agreement as a result of this prepayment. Effective July 19, 2024, pursuant to the terms of the Term Loan B Credit Agreement and as a result of the IPO, the applicable margin was automatically reduced by 25 basis points to 3.25% over Term SOFR and 2.25% over the base rate. On September 18, 2024, we executed an amendment to reprice our Term Loan B Credit Agreement. The repricing reduced the applicable interest rate by 50 basis points from Term SOFR plus 3.25% to Term SOFR plus 2.75% and from the base rate plus 2.25% to the 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 September 18, 2025, we executed an amendment to refinance the outstanding term loans under our Term Loan B Credit Agreement. The amendment (i) reduced the applicable interest rate by 50 basis points from Term SOFR plus 2.75% to Term SOFR plus 2.25% and from the base rate plus 1.75% to the base rate plus 1.25%, (ii) extended the maturity date to September 18, 2032, (iii) increased the baskets for certain fixed dollar negative covenants and (iv) reestablished principal payments under the amended Term Loan B Facility, which are due in consecutive equal quarterly installments of 0.25% of the refinanced $777.5 million principal amount beginning on December 31, 2025 (subject to certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon the new maturity date in September 2032. Effective July 8, 2021, we entered into the ABL Credit Agreement, which was amended to extend the maturity and increase the revolving commitment on June 26, 2024. The ABL Credit Agreement (as so amended) consists of a $325.0 million senior secured asset-based revolving credit facility with a five year maturity, comprised of (i) a $275.0 million non-UT Health East Texas borrowers tranche (the “non-UT Health East Texas ABL Facility”) and (ii) a $50.0 million UT Health East Texas borrowers tranche available to our AHS East Texas Health System, LLC subsidiary and certain of its subsidiaries (the “UT Health East Texas ABL Facility” and, together with the non-UT Health East Texas ABL Facility, the “ABL Facilities”), each subject to a borrowing base. The ABL Facilities mature on June 26, 2029. On September 18, 2025, we further amended the ABL Credit Agreement to align its covenants to those in the amended Term Loan B Credit Agreement. We refer to the Term Loan B Facility and the ABL Facilities collectively herein as the “Senior Secured Credit Facilities.” Subject to certain exceptions, the ABL Facilities are secured by first priority liens over substantially all of our and each guarantor’s accounts and other receivables, chattel paper, deposit accounts and securities accounts, general intangibles, instruments, investment property, commercial tort claims and letters of credit relating to the foregoing, along with books, records and documents, and proceeds thereof (the “ABL Priority Collateral”), and a second priority lien over substantially all of our and each guarantor’s other assets (including all of the capital stock of the domestic guarantors and first priority mortgage liens on any fee-owned real property valued in excess of $5,000,000) (the “Term Priority Collateral”). The obligations of the UT Health East Texas ABL Facility are not secured by the assets of the subsidiaries that are also Tenants and certain other subsidiaries related to the Tenants. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants. The Term Loan B Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets are not included in the Term Priority Collateral or the ABL Priority Collateral. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants. Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, either (i) a base rate determined by reference to the highest of (a) the federal funds effective rate plus 0.50%, (b) the rate last quoted by Bank of America as the “Prime Rate” in the United States for U.S. dollar loans, and (c) Term SOFR applicable for an interest period of one month (not to be less than 0.50% per annum), plus 1.00% per annum, in each case, plus an applicable margin, or (ii) Term SOFR (not to be less than 0.50% per annum) for the interest period selected, in each case, plus an applicable margin. The current applicable margin under the Term Loan B Credit Agreement is equal to 1.25% for base rate borrowings and 2.25% for Term SOFR borrowings. As amended and refinanced on September 18, 2025, the Term Loan B Facility requires quarterly installment payments of 0.25% of the refinanced balance of $777.5 million, with the remaining principal balance due upon maturity. The ABL Facilities do not require installment payments. At the election of the borrowers under the applicable ABL Facility loan, the interest rate per annum applicable to loans under the ABL Facilities is based on a fluctuating rate of interest determined by reference to either (i) the base rate plus an applicable margin or (ii) Term SOFR (not to be lower than 0.00% per annum) for the interest period selected, plus an applicable margin. The applicable margin is determined based on the percentage of the average daily availability of the applicable ABL Facility. For the non-UT Health East Texas ABL Facility loan, the applicable margin ranges from 0.50% to 1.00% for base rate borrowings and 1.50% to 2.00% for Term SOFR borrowings. The applicable margin for the UT Health East Texas ABL Facility loan ranges from 1.50% to 2.00% for base rate borrowings and 2.50% to 3.00% for Term SOFR borrowings. Subject to certain exceptions (including with regard to the ABL Priority Collateral), thresholds and reinvestment rights, the Term Loan B Facility is subject to mandatory prepayments with respect to: - net cash proceeds of issuances of debt by AHP Health Partners or any of its restricted subsidiaries that are not permitted by the Term Loan B Facility; - subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain asset sales; - subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain insurance and condemnation events; - 50% (with step-downs to 25% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of annual excess cash flow, net of certain voluntary prepayments of secured indebtedness, of AHP Health Partners and its subsidiaries commencing with the fiscal year ending December 31, 2022; and - net cash proceeds received in connection with any exercise of the purchase option of the loans by Ventas under the Relative Rights Agreement. 5.75% Senior Notes due 2029 AHP Health Partners (the "Issuer") issued the 5.75% Senior Notes in an exempt offering pursuant to Rule 144A and Regulation S under the Securities Act that was completed on July 8, 2021. The terms of the 5.75% Senior Notes, which mature on July 15, 2029, are governed by an indenture, dated as of July 8, 2021 (the “2029 Notes Indenture”), among the Issuer, us and certain of the Issuer's wholly-owned domestic subsidiaries, as guarantors, and U.S. Bank, National Association, as trustee. The 2029 Notes Indenture provides that the 5.75% Senior Notes are general senior unsecured obligations of the Issuer, which are unconditionally guaranteed on a senior unsecured basis by us and certain subsidiaries of the Issuer. The 5.75% Senior Notes bear interest at a rate of 5.75% per annum, which is payable semi-annually, in cash in arrears, on January 15 and July 15 of each year. The Issuer may redeem the 5.75% Senior Notes, in whole or in part, at any time and from time to time, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions: | Date (if redeemed during the 12 month period beginning on July 15 of the years indicated below) | Percentage | | --- | --- | | 2025 | 101.438% | | 2026 and thereafter | 100.000% | If the Issuer experiences certain change of control events, the Issuer must offer to repurchase all of the 5.75% Senior Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. If the Issuer sells certain assets and does not reinvest the net proceeds or repay senior debt in compliance with the 2029 Notes Indenture, it must offer to repurchase the 5.75% Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Contractual Obligations and Contingencies The following table provides a summary of our commitments and contractual obligations for debt, minimum lease payment obligations under non-cancelable leases and other obligations as of March 31, 2026 (in thousands): | Line item | Payments Due by Period | Payments Due by Period | Payments Due by Period | Payments Due by Period | Payments Due by Period | | --- | --- | --- | --- | --- | --- | | | Total | Less than1 Year | 1-3 Years | 3-5 Years | After5 Years | | Long-term debt obligations, with interest | $1,492,029 | $80,977 | $160,850 | $421,569 | $828,633 | | Deferred financing obligations, with interest | 20,779 | 5,757 | 10,480 | 4,542 | — | | Operating leases | 2,843,062 | 147,296 | 382,153 | 351,534 | 1,962,079 | | Estimated self-insurance liabilities | 208,210 | 15,325 | 62,141 | 95,193 | 35,551 | | Total | $4,564,080 | $249,355 | $615,624 | $872,838 | $2,826,263 | Outstanding letters of credit are required principally by certain insurers and states to collateralize our workers' compensation programs and self-insured retentions associated with our professional and general liability insurance programs. As of March 31, 2026, we maintained outstanding letters of credit of approximately $33.0 million, which included interest of $2.9 million. 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: | (in thousands) | Three Months Ended March 31, 2026 | | --- | --- | | Net income | $58,488 | | Adjusted EBITDAR Addbacks: | | | Income tax expense | 16,103 | | Interest expense | 12,211 | | Depreciation and amortization | 42,986 | | Noncontrolling interest earnings | (18,638) | | Certain legal matters and related costs | 2,002 | | Other expenses, including development, restructuring and enterprise system conversion costs (a) | 7,788 | | Equity-based compensation | 8,929 | | Income from disposed operations | (5,883) | | Rent expense payable to REITs (b) | 41,556 | | Adjusted EBITDAR | $165,542 | (a)Other expenses, including development, restructuring and enterprise system conversion costs include (i) salaries and benefits of $4.3 million, (ii) professional fees of $3.3 million, and (iii) other expenses of $0.2 million. (b)Rent expense payable to REITs consists of rent expense of $38.7 million related to the Ventas Master Lease and other lease agreements with Ventas for medical office buildings and rent expense of $2.9 million related to a lease arrangement with MPT for the lease of Hackensack Meridian Mountainside Medical Center. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable, given the particular circumstances in which we operate. Actual results may vary from those estimates. We consider our critical accounting estimates to be those that (i) involve significant judgments and uncertainties, (ii) require estimates that are more difficult for management to determine, and (iii) may produce materially different outcomes under different conditions or when using different assumptions. Our critical accounting estimates include revenue recognition, risk management and self-insured liabilities, and income taxes. There have been no changes to our critical accounting policies and estimates or their application since the date of the Annual Report. Refer to the Annual Report for a complete and comprehensive discussion of these policies and estimates. ## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We do not, however, hold or issue financial instruments or derivatives for trading or speculative purposes. At March 31, 2026, the following components of our Senior Secured Credit Facilities bore interest at variable rates at specified margins above either the agent bank’s alternate base rate or Term SOFR: (i) a $777.5 million, seven-year term loan; and (ii) a $325.0 million, five-year asset-based revolving credit facility. As of March 31, 2026, we had outstanding variable rate debt of $763.8 million. At March 31, 2026, we had interest rate swap agreements with notional amounts totaling $279.8 million and $120.6 million, expiring June 30, 2026 and June 26, 2029, respectively. Please refer to Note 5, Interest Rate Swap Agreements, to our accompanying condensed consolidated financial statements included elsewhere in this Quarterly Report for more information on the interest rate swap agreements. Under the amended October 2021 Agreements, expiring June 30, 2026, we are required to make monthly fixed rate payments at annual rates ranging from 1.47% to 1.48% and the counterparties are obligated to make monthly floating rate payments to us based on one-month Term SOFR, each subject to a floor of 0.39%. Under the February 2025 Agreements, expiring June 26, 2029, we are required to make monthly fixed rate payments at annual rates ranging from 3.97% to 3.98% and the counterparties are required to make monthly floating rate payments to us based on one- month Term SOFR, each subject to a floor of 0.50%. Although changes in the alternate base rate or Term SOFR would affect the cost of funds borrowed in the future, we believe the effect, if any, of reasonably possible near-term changes in interest rates on our variable rate debt on our consolidated financial position, results of operations or cash flows would not be material. Based on the outstanding borrowings and impact of the interest rate swaps in place at March 31, 2026, a one percent change in the interest rate would result in a $3.8 million increase or decrease in our annual interest expense. We currently believe we have adequate liquidity to fund operations during the near term through the generation of operating cash flows, cash on hand and access to our ABL Facilities. Our ability to borrow funds under our ABL Facilities is subject to, among other things, the financial viability of the participating financial institutions. While we do not anticipate any of our current lenders defaulting on their obligations, we are unable to provide assurance that any particular lender will not default at a future date. ## ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures. Based on this evaluation of our disclosure controls and procedures as of March 31, 2026, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date were effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Changes in Internal Control over Financial Reporting During the three months ended March 31, 2026, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION ## ITEM 5. OTHER INFORMATION During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ## Item 6. [Exhibits](#ia6f10f802308479b8bc8bad2facfb7e9_217) [38](#ia6f10f802308479b8bc8bad2facfb7e9_217) [Signatures](#ia6f10f802308479b8bc8bad2facfb7e9_220) [39](#ia6f10f802308479b8bc8bad2facfb7e9_220)  ARDENT HEALTH, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS Unaudited (Dollars in thousands, except per share amounts) | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Total revenue | $1,601,870 | $1,497,234 | | Expenses: | | | | Salaries and benefits | 661,431 | 657,652 | | Professional fees | 317,070 | 280,857 | | Supplies | 268,553 | 258,855 | | Rents and leases | 27,081 | 27,761 | | Rents and leases, related party | 38,686 | 38,050 | | Other operating expenses | 165,151 | 130,767 | | Interest expense | 12,211 | 14,176 | | Depreciation and amortization | 42,986 | 36,201 | | Other non-operating gains | (5,890) | (21,283) | | Total operating expenses | 1,527,279 | 1,423,036 | | Income before income taxes | 74,591 | 74,198 | | Income tax expense | 16,103 | 15,233 | | Net income | 58,488 | 58,965 | | Net income attributable to noncontrolling interests | 18,638 | 17,582 | | Net income attributable to Ardent Health, Inc. | $39,850 | $41,383 | | Net income per share: | | | | Basic | $0.28 | $0.30 | | Diluted | $0.28 | $0.29 | | Weighted-average common shares outstanding: | | | | Basic | 141,266,013 | 140,062,284 | | Diluted | 141,775,040 | 140,704,075 | The accompanying notes are an integral part of these condensed consolidated financial statements.  ARDENT HEALTH, INC. CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS Unaudited (In thousands) | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Net income | $58,488 | $58,965 | | Other comprehensive income (loss) | | | | Change in fair value of interest rate swaps | 1,575 | (7,861) | | Other comprehensive income (loss) before income taxes | 1,575 | (7,861) | | Income tax expense (benefit) related to other comprehensive income (loss) items | 411 | (2,052) | | Other comprehensive income (loss), net of income taxes | 1,164 | (5,809) | | Comprehensive income | 59,652 | 53,156 | | Comprehensive income attributable to noncontrolling interests | 18,638 | 17,582 | | Comprehensive income attributable to Ardent Health, Inc. | $41,014 | $35,574 | The accompanying notes are an integral part of these condensed consolidated financial statements. **ARDENT HEALTH, INC.** ### CONDENSED CONSOLIDATED BALANCE SHEETS _Unaudited · (Dollars in thousands, except per share amounts)_ | Line item | March 31, 2026 (1) | December 31, 2025 (1) | | --- | --- | --- | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $609,692 | $709,601 | | Accounts receivable | 685,988 | 686,102 | | Inventories | 119,838 | 118,593 | | Prepaid expenses | 166,489 | 112,646 | | Other current assets | 438,137 | 431,882 | | Total current assets | 2,020,144 | 2,058,824 | | Property and equipment, net | 922,806 | 935,769 | | Operating lease right of use assets | 307,388 | 292,651 | | Operating lease right of use assets, related party | 911,970 | 915,599 | | Goodwill | 879,262 | 879,451 | | Other intangible assets | 88,336 | 89,335 | | Deferred income taxes | 6,646 | 6,888 | | Other assets | 116,273 | 111,691 | | Total assets | $5,252,825 | $5,290,208 | | Liabilities and Equity | | | | Current liabilities: | | | | Current installments of long-term debt | $37,635 | $23,444 | | Accounts payable | 419,723 | 457,936 | | Accrued salaries and benefits | 230,670 | 296,260 | | Other accrued expenses and liabilities | 263,456 | 268,904 | | Total current liabilities | 951,484 | 1,046,544 | | Long-term debt, less current installments | 1,072,765 | 1,075,782 | | Long-term operating lease liability | 274,680 | 260,600 | | Long-term operating lease liability, related party | 900,643 | 904,632 | | Self-insured liabilities | 255,987 | 241,050 | | Other long-term liabilities | 66,049 | 76,636 | | Total liabilities | 3,521,608 | 3,605,244 | | Commitments and contingencies (see Note 9) | | | | Redeemable noncontrolling interests | (3,763) | (1,250) | | Equity: | | | | Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding | — | — | | Common stock, par value $0.01 per share; 750,000,000 shares authorized; 143,133,825 and 142,864,171 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 1,431 | 1,429 | | Additional paid-in capital | 796,385 | 788,472 | | Accumulated other comprehensive loss | (2,446) | (3,610) | | Retained earnings | 541,457 | 501,607 | | Equity attributable to Ardent Health, Inc. | 1,336,827 | 1,287,898 | | Noncontrolling interests | 398,153 | 398,316 | | Total equity | 1,734,980 | 1,686,214 | | Total liabilities and equity | $5,252,825 | $5,290,208 | (1) As of March 31, 2026 and December 31, 2025, the unaudited condensed consolidated balance sheets included total liabilities of consolidated variable interest entities of $341.8 million and $335.1 million, respectively. Refer to Note 2, Summary of Significant Accounting Policies, for further discussion. The accompanying notes are an integral part of these condensed consolidated financial statements. **ARDENT HEALTH, INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _Unaudited · (In thousands)_ | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Cash flows from operating activities: | | | | Net income | $58,488 | $58,965 | | Adjustments to reconcile net income to net cash used in operating activities: | | | | Depreciation and amortization | 42,986 | 36,201 | | Other non-operating (gains) losses | (1,886) | 217 | | Amortization of deferred financing costs and debt discounts | 811 | 1,237 | | Deferred income taxes | (429) | (1,940) | | Equity-based compensation | 8,929 | 9,263 | | Income from non-consolidated affiliates | (8,989) | (1,229) | | Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | | | | Accounts receivable | 32 | (30,717) | | Inventories | (1,245) | (5,192) | | Prepaid expenses and other current assets | (79,130) | 36,049 | | Accounts payable and other accrued expenses and liabilities | (14,199) | (46,695) | | Accrued salaries and benefits | (65,590) | (80,946) | | Net cash used in operating activities | (60,222) | (24,787) | | Cash flows from investing activities: | | | | Purchases of property and equipment | (28,088) | (22,908) | | Other | 187 | (214) | | Net cash used in investing activities | (27,901) | (23,122) | | Cash flows from financing activities: | | | | Proceeds from insurance financing arrangements | 17,033 | 10,959 | | Payments of principal on insurance financing arrangements | (2,848) | (3,104) | | Payments of principal on long-term debt | (3,643) | (1,387) | | Distributions to noncontrolling interests | (21,314) | (19,239) | | Other | (1,014) | (1,061) | | Net cash used in financing activities | (11,786) | (13,832) | | Net decrease in cash and cash equivalents | (99,909) | (61,741) | | Cash and cash equivalents at beginning of period | 709,601 | 556,785 | | Cash and cash equivalents at end of period | $609,692 | $495,044 | | Supplemental Cash Flow Information: | | | | Non-cash purchases of property and equipment | $936 | $6,662 | The accompanying notes are an integral part of these condensed consolidated financial statements. **ARDENT HEALTH, INC.** ### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY _Unaudited · (Dollars in thousands)_ | Line item | Redeemable Noncontrolling Interests | Equity Attributable to Ardent Health, Inc. / Common Stock / Shares | Equity Attributable to Ardent Health, Inc. / Common Stock / Amount | Equity Attributable to Ardent Health, Inc. / Additional Paid-in Capital | Equity Attributable to Ardent Health, Inc. / Accumulated Other Comprehensive Income | Equity Attributable to Ardent Health, Inc. / Retained Earnings | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2024 | $1,158 | 142,747,818 | $1,428 | $754,415 | $9,737 | $365,796 | $389,823 | $1,521,199 | | Net income attributable to Ardent Health, Inc. | — | — | — | — | — | 41,383 | — | 41,383 | | Net income attributable to noncontrolling interests | — | — | — | — | — | — | 18,932 | 18,932 | | Net loss attributable to redeemable noncontrolling interests | (1,350) | — | — | — | — | — | — | — | | Other comprehensive loss | — | — | — | — | (5,809) | — | — | (5,809) | | Distributions to noncontrolling interests | — | — | — | — | — | — | (19,239) | (19,239) | | Vesting of restricted stock unit awards | — | 289,946 | 2 | (1,063) | — | — | — | (1,061) | | Equity-based compensation | — | — | — | 9,263 | — | — | — | 9,263 | | Balance at March 31, 2025 | $(192) | 143,037,764 | $1,430 | $762,615 | $3,928 | $407,179 | $389,516 | $1,564,668 | | Line item | Redeemable Noncontrolling Interests | Equity Attributable to Ardent Health, Inc. / Common Stock / Shares | Equity Attributable to Ardent Health, Inc. / Common Stock / Amount | Equity Attributable to Ardent Health, Inc. / Additional Paid-in Capital | Equity Attributable to Ardent Health, Inc. / Accumulated Other Comprehensive Loss | Equity Attributable to Ardent Health, Inc. / Retained Earnings | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2025 | $(1,250) | 142,864,171 | $1,429 | $788,472 | $(3,610) | $501,607 | $398,316 | $1,686,214 | | Net income attributable to Ardent Health, Inc. | — | — | — | — | — | 39,850 | — | 39,850 | | Net income attributable to noncontrolling interests | — | — | — | — | — | — | 21,151 | 21,151 | | Net loss attributable to redeemable noncontrolling interests | (2,513) | — | — | — | — | — | — | — | | Other comprehensive income | — | — | — | — | 1,164 | — | — | 1,164 | | Distributions to noncontrolling interests | — | — | — | — | — | — | (21,314) | (21,314) | | Vesting of restricted stock unit awards | — | 275,928 | 2 | (1,016) | — | — | — | (1,014) | | Forfeiture of restricted stock awards | — | (6,274) | — | — | — | — | — | — | | Equity-based compensation | — | — | — | 8,929 | — | — | — | 8,929 | | Balance at March 31, 2026 | $(3,763) | 143,133,825 | $1,431 | $796,385 | $(2,446) | $541,457 | $398,153 | $1,734,980 | The accompanying notes are an integral part of these condensed consolidated financial statements. ARDENT HEALTH, INC. ### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026 (Unaudited) 1.  Description of the Business and Basis of Presentation Reporting Entity Ardent Health, Inc. was initially formed in Delaware in 2015 as Ardent Health Partners, LLC. On July 17, 2024, Ardent Health Partners, LLC converted from a Delaware limited liability company into a Delaware corporation in connection with its initial public offering and changed its name to Ardent Health Partners, Inc. On June 3, 2025, Ardent Health Partners, Inc. changed its name to Ardent Health, Inc. Ardent Health, Inc. is a holding company that has affiliates that operate acute care hospitals and other healthcare facilities and employ physicians. The terms "Ardent," the "Company," "we," "our" and "us," as used in these notes to the unaudited condensed consolidated financial statements, refer to Ardent Health, Inc. and its affiliates and on or prior to July 16, 2024, Ardent Health Partners, LLC and its affiliates, unless stated otherwise or indicated by context. The term "affiliates" includes direct and indirect subsidiaries of Ardent and partnerships and joint ventures in which such subsidiaries are equity owners. At March 31, 2026, the Company operated 30 acute care hospitals in six states, including one managed hospital, two rehabilitation hospitals and two surgical hospitals. Basis of Presentation The financial statements include the unaudited condensed consolidated balance sheets, income statements, comprehensive income statements, statements of cash flows and statements of changes in equity of the Company and its affiliates, which are controlled by the Company through the Company's direct or indirect ownership of a majority equity interest and rights granted to the Company through certain variable interests. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, and disclosures considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and disclosures normally included in annual financial statements presented in accordance with GAAP have been omitted in these interim financial statements pursuant to rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"). General and Administrative Costs The majority of the Company's expenses are "cost of revenue" items. Costs that could be classified as general and administrative by the Company include its corporate office costs and centralized corporate services, such as human resources, information technology, and finance, which were $48.6 million and $34.9 million for the three months ended March 31, 2026 and 2025, respectively. 2.  Summary of Significant Accounting Policies Recent Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires the disclosure of certain disaggregated expenses within the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Adoption of ASU 2024-03 can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this standard or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is currently evaluating the standard to determine its impact on the Company’s disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the current internal-use software accounting guidance by removing all references to software project development stages. Under ASU 2025-06, an entity begins capitalizing software costs when (i) management has implicitly or explicitly authorized and committed to funding a computer software project and (ii) it is probable the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the standard to determine its impact on the Company's disclosures. Variable Interest Entities Variable interest entities ("VIEs") must be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses, or the right to receive the benefits, from the VIE that could potentially be significant to the VIE. The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company's involvement with a VIE could cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively. The Company, through its wholly-owned subsidiaries, owns majority interests in certain limited liability companies ("LLCs"), with each LLC owning and operating one or more hospitals. The noncontrolling interest is typically owned by a not-for-profit medical system, university, academic medical center or foundation or combination thereof (individually or collectively referred to as "minority member"). The employees that work for the LLC and the related hospital(s) are employees of the Company, and the Company manages the day-to-day operations of the LLC and the hospital(s) pursuant to a management services agreement ("MSA"). The LLCs are VIEs due to their structure as LLCs and the control that resides with the Company through the MSA. The Company consolidates each of these LLCs as it is considered the primary beneficiary due to the MSA providing the Company the right to direct the day-to-day operating and capital activities of the LLC and the respective hospital(s) that most significantly impact the LLC’s economic performance. Additionally, the Company would absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns, or both, as a result of its majority ownership, contractual or other financial interests in the entity. The MSAs are subject to termination only by mutual agreement of the Company and minority member, except in the case of gross negligence, fraud or bankruptcy of the Company, in which case the minority member can force termination of the MSA. All of the Company's VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity interests. Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to direct the use of the VIE assets through its joint venture and cash management agreements. The governance rights of the minority members are restricted to those that protect their financial interests and do not preclude consolidation of the LLCs. The rights of minority members generally are limited to such items as the right to approve the issuance of new ownership interests, calls for additional cash contributions, the acquisition or divestiture of significant assets and the incurrence of debt in excess of levels not expected to be incurred in the normal course of business. As of March 31, 2026 and December 31, 2025, nine of the Company's hospitals were owned and operated through LLCs that have been determined to be VIEs and were consolidated by the Company. Consolidated assets at March 31, 2026 and December 31, 2025 included total assets of VIEs equal to $1.3 billion. The Company's VIEs do not have creditors that have recourse to the Company. As the structure and nature of business are very similar for each of the LLCs, they are discussed and presented herein on a combined basis. The total liabilities of VIEs included in the Company's unaudited condensed consolidated balance sheets are shown below (in thousands): | Line item | March 31, 2026 | December 31, 2025 | | --- | --- | --- | | Current liabilities: | | | | Current installments of long-term debt | $3,648 | $3,635 | | Accounts payable | 102,325 | 102,482 | | Accrued salaries and benefits | 32,960 | 36,900 | | Other accrued expenses and liabilities | 82,194 | 67,419 | | Total current liabilities | 221,127 | 210,436 | | Long-term debt, less current installments | 8,812 | 9,734 | | Long-term operating lease liability | 98,273 | 101,153 | | Long-term operating lease liability, related party | 9,283 | 9,313 | | Self-insured liabilities | 677 | 677 | | Other long-term liabilities | 3,604 | 3,826 | | Total liabilities | $341,776 | $335,139 | Income from operations before income taxes attributable to VIEs was $62.9 million and $62.6 million for the three months ended March 31, 2026 and 2025, respectively. Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Revenue Recognition Overview The Company's revenue generally relates to contracts with patients in which its performance obligations are to provide healthcare services to the patients. Revenue is recorded during the period the Company's obligations to provide healthcare services are satisfied. Revenue for performance obligations satisfied over time is recognized based on charges incurred in relation to total expected charges. The Company's performance obligations for inpatient services are generally satisfied over periods that average approximately five days. The Company's performance obligations for outpatient services are generally satisfied over a period of less than one day. As the Company's performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption and, therefore, is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue. Additionally, the Company is not required to adjust the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less. Contractual Adjustments, Discounts and Cost Report Settlements Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans) the third party payors. The payment arrangements with third party payors for the services provided to the related patients typically specify payments at amounts less than the Company's standard charges. The Company's revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients and third party payors. Estimates of contractual adjustments under managed care insurance plans are based upon the contractual payment terms specified in the related contractual agreements and the historical collection experience of each payor. Revenue related to uninsured patients and copayment and deductible amounts for patients who have healthcare coverage may have discounts applied (uninsured discounts and other discounts). The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amounts expected to be collected. Medicare and Medicaid regulations and various managed care contracts, under which the discounts from the Company's standard charges must be calculated, are complex and are subject to interpretation and adjustment. The Company estimates contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms and the historical collection experience of each payor. However, the necessity of the services authorized and provided, and resulting reimbursements, are often subject to interpretation. These interpretations may result in payments that differ from the Company's estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating continual review and assessment of the estimates by management. Due to the complexities involved in the classification and documentation of healthcare services under the laws and regulations governing Medicare and Medicaid programs, the Company's estimates of revenue earned and related reimbursement are often subject to interpretation that could result in payments that are different from its estimates. Final determination of amounts earned under Medicare, Medicaid and other third party payor programs often occurs in subsequent years because of audits by the programs, rights of appeal, and the application of technical provisions. Estimated reimbursement amounts, which are recorded within net patient service revenue in the period in which the related services are rendered, are adjusted in subsequent periods as determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the "cost report" filing and settlement process). Differences between original estimates and subsequent revisions, including final settlements, are recorded as adjustments to net patient service revenue in the period in which such revisions become known. These adjustments resulted in an increase to net patient service revenue of $7.5 million and $8.9 million for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and December 31, 2025, the Company's settlements under reimbursement agreements with third party payors were a net receivable of $0.7 million and a net payable of $7.8 million, respectively, of which a receivable of $23.2 million and $21.1 million, respectively, was included in other current assets and a payable of $22.5 million and $28.9 million, respectively, was included in other accrued expenses and liabilities in the unaudited condensed consolidated balance sheets. Final determination of amounts earned under prospective payment and other reimbursement activities is subject to review by appropriate governmental authorities or their agents. In the opinion of the Company's management, adequate provision has been made for any adjustments that may result from such reviews. Subsequent adjustments that are determined to be the result of an adverse change in the patient's or the payor's ability to pay are recognized as bad debt expense. Bad debt expense for the three months ended March 31, 2026 and 2025 was not material to the Company. Currently, several states in which the Company operates utilize Medicaid supplemental payment programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs, which are designed with input from and are subject to approval and periodic renewal by the Centers for Medicare & Medicaid Services ("CMS"), are funded by a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue in the period in which amounts are estimable and collection is reasonably assured such that a significant reversal of cumulative revenue is not probable in the future. The Company recognizes supplemental program expenses in the period to which they relate. Reimbursements under these programs are reflected in total revenue, and taxes or other program-related costs are included in other operating expenses. Payor Mix The Company's total revenue is presented in the following table (dollars in thousands): | Line item | Three Months Ended March 31, 2026 / Amount | Three Months Ended March 31, 2026 / % of Total Revenue | Three Months Ended March 31, 2025 / Amount | Three Months Ended March 31, 2025 / % of Total Revenue | | --- | --- | --- | --- | --- | | Medicare | $669,168 | 41.8% | $595,637 | 39.8% | | Medicaid | 158,861 | 9.9% | 149,343 | 10.0% | | Other managed care | 684,564 | 42.7% | 645,152 | 43.1% | | Self-pay and other | 71,483 | 4.5% | 80,979 | 5.4% | | Net patient service revenue | $1,584,076 | 98.9% | $1,471,111 | 98.3% | | Other revenue | 17,794 | 1.1% | 26,123 | 1.7% | | Total revenue | $1,601,870 | 100.0% | $1,497,234 | 100.0% | Charity Care The Company provides care without charge to certain patients who qualify under the local charity care policy of the hospital where the patient receives services. The Company estimates that its costs of care provided under its charity care programs approximated $7.8 million and $8.2 million for the three months ended March 31, 2026 and 2025, respectively. The Company does not report a charity care patient's charges in revenue as it is the Company's policy not to pursue collection of amounts related to these patients, and therefore contracts with these patients do not exist. The Company's management estimates its costs of care provided under its charity care programs utilizing a calculated ratio of costs to gross charges multiplied by the Company's gross charity care charges provided. The Company's gross charity care charges include only services provided to patients who are unable to pay and qualify under the Company's local charity care policies. To the extent the Company receives reimbursement through the various governmental assistance programs in which it participates to subsidize its care of indigent patients, the Company does not include these patients' charges in its cost of care provided under its charity care program. Market Risks The Company's revenue is subject to potential regulatory and economic changes in certain states where the Company generates significant revenue. The following is an analysis by state of revenue as a percentage of the Company's total revenue for those states in which the Company generates significant revenue: | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Oklahoma | 22.8% | 24.6% | | New Mexico | 17.9% | 14.0% | | Texas | 35.1% | 37.6% | | New Jersey | 10.9% | 10.7% | | Other | 13.3% | 13.1% | | Total | 100.0% | 100.0% | Acquisitions Acquisitions are accounted for using the acquisition method of accounting and the results of operations are included in the unaudited condensed consolidated income statement from the respective dates of acquisition. The purchase price of these transactions is allocated to the assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition and can be subject to change up to 12 months subsequent to the acquisition date due to settling amounts related to purchased working capital and final determination of fair value estimates. The Company is required to allocate the purchase price of acquired businesses to assets acquired and liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The Company records the excess of the purchase price allocation over those fair values as goodwill. Investments in Equity Securities The Company holds an option to acquire equity securities of a privately held company (the “Investment”), and the Investment does not have a readily determinable fair value. The Company has elected to account for the Investment using the measurement alternative. Under the measurement alternative, an investment is recorded at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions involving identical or similar equity securities of the same issuer. The Investment is not measured at fair value on a recurring basis. During the three months ended March 31, 2026, the Company recorded an upward adjustment to the carrying value of the Investment based on observable price changes in the form of equity financings of the privately held company. The adjustment increased the carrying value of the Investment by $10.9 million, and the corresponding gain was recorded in other operating expenses in the condensed consolidated income statement. As of March 31, 2026, the carrying value of the Investment was $18.8 million, which was recorded in other assets in the condensed consolidated balance sheet. The Company noted no observable price changes or transactions, nor did it recognize any impairment charges, related to the Investment between the date of initial investment and December 31, 2025. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable, accrued salaries and benefits, accrued interest and other accrued expenses and current liabilities (other than those pertaining to lease liabilities) are reflected in the accompanying unaudited condensed consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s revolving credit facility also approximates its carrying value as it bears interest at current market rates. Refer to Note 5, Interest Rate Swap Agreements, for discussion of the fair value measurement of the Company’s derivative instruments. The carrying amounts and fair values of the Company’s senior secured term loan facility and its 5.75% Senior Notes due 2029 (the "5.75% Senior Notes") were as follows (in thousands): | Line item | Carrying Amount / March 31, 2026 | Carrying Amount / December 31, 2025 | Fair Value / March 31, 2026 | Fair Value / December 31, 2025 | | --- | --- | --- | --- | --- | | Senior secured term loan facility | $768,743 | $770,499 | $768,743 | $770,499 | | 5.75% Senior Notes | $299,708 | $299,686 | $296,711 | $295,191 | The estimated fair values of the Company’s senior secured term loan facility and the 5.75% Senior Notes were based upon quoted market prices at that date and are categorized as Level 2 within the fair value hierarchy. Noncontrolling Interests The financial statements include the financial position and results of operations of hospital and healthcare operations in which the Company owned less than 100% of the equity interests, but maintained a controlling interest during the presented periods. Earnings or losses attributable to the noncontrolling interests are presented separately in the consolidated income statements. Holders of noncontrolling interests are considered to be equity holders in the consolidated company, pursuant to which noncontrolling interests are classified as part of equity, unless the noncontrolling interests are redeemable. Certain redemptive features associated with the noncontrolling interests for The University of Kansas Health System – St. Francis Campus ("St. Francis") could require the Company to deliver cash if the redemptive features are exercised. These redemptive features could be exercised upon, among other things, the Company’s exclusion or suspension from participation in any federal or state government healthcare payor program. Therefore, the noncontrolling interests balance for St. Francis is classified outside the permanent equity section of the Company’s unaudited condensed consolidated balance sheets. The redeemable noncontrolling interests related to St. Francis at March 31, 2026 and December 31, 2025 have not been subsequently measured at fair value since the acquisition date in 2017. The noncontrolling interests are not currently redeemable and it is not probable that the noncontrolling interests will become redeemable as the possibility of the Company being excluded or suspended from participation in any federal or state government healthcare payor program is remote. Earnings Per Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income per share takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and converted into shares. Diluted net income per share is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive. 3.  Related Party Transactions Effective August 4, 2015, Ventas, Inc. ("Ventas"), through certain wholly-owned affiliates, acquired ownership of the Company’s real estate in exchange for a $1.4 billion payment from Ventas and the Company’s agreement to lease the acquired real estate back from Ventas (the “Ventas Master Lease”). The Ventas Master Lease is a 20-year master lease agreement (with a renewal option for an additional 10 years) with certain subsidiaries of Ventas, pursuant to which the Company currently leases 10 of the Company’s hospitals. The Ventas Master Lease includes an annual rent escalator equal to the lesser of four times the Consumer Price Index or 2.5%. Variable lease payments are excluded from the Company’s minimum rental payments used to determine the right-of-use assets and lease obligations and are recognized as expense when incurred. The Ventas Master Lease includes a number of operating and financial restrictions on the Company. Management believes the Company was in compliance with all financial covenants as of March 31, 2026. The Company recorded rent expense related to the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings of $38.7 million and $38.1 million for the three months ended March 31, 2026 and 2025, respectively. 4. Long-Term Debt and Financing Matters The Company's long-term debt consists of the following (in thousands): | Line item | March 31, 2026 | December 31, 2025 | | --- | --- | --- | | Senior secured term loan facility | $768,743 | $770,499 | | 5.75% Senior Notes | 299,708 | 299,686 | | Senior secured revolving credit facility | — | — | | Finance leases | 22,928 | 24,536 | | Other debt | 29,791 | 15,869 | | Deferred financing costs | (10,770) | (11,364) | | Total debt | 1,110,400 | 1,099,226 | | Less current maturities | (37,635) | (23,444) | | Long-term debt, less current maturities | $1,072,765 | $1,075,782 | 5.  Interest Rate Swap Agreements Market risks relating to the Company's operations result primarily from changes in interest rates. The Company's exposure to interest rate risk results from the entry into financial debt instruments that arose from transactions entered into during the normal course of business. As part of an overall risk management program, the Company evaluates and manages exposure to changes in interest rates on an ongoing basis. The Company has no intention of entering into financial derivative contracts, other than to hedge a specific financial risk. To mitigate the Company's exposure to fluctuations in interest rates, the Company uses pay-fixed interest rate swaps, generally designated as cash flow hedges of interest payments on floating rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. Unrealized gains or losses from the designated cash flow hedges and related tax effects are deferred in accumulated other comprehensive income ("AOCI") and recognized in earnings as the interest payments occur. Hedges and derivative financial instruments may continue to be used in the future in order to manage interest rate exposure.  The Company has entered into interest rate swap agreements to manage its exposure to fluctuations in interest rates. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company has determined the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. On October 8, 2021, the Company executed interest rate swap agreements (the "October 2021 Agreements") with Barclays Bank PLC and Bank of America, N.A. as counterparties, with initial notional amounts totaling $529.0 million, effective August 31, 2023 and expiring June 30, 2026. The notional amounts decline over time until expiration. Under the October 2021 Agreements, the Company was required to make monthly fixed rate payments at annual rates ranging from 1.53% to 1.55%, and the counterparties were required to make monthly floating rate payments to the Company based on one-month LIBOR, each subject to a floor of 0.50%. Effective August 31, 2023, the Company amended the October 2021 Agreements to adjust the fixed rates and replace the LIBOR floating interest rate options with Term SOFR floating rate options. Under the amended October 2021 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging from 1.47% to 1.48%, and the counterparties are required to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.39%. As of March 31, 2026, the notional amounts under the amended October 2021 Agreements were $279.8 million. On February 5, 2025, the Company executed new interest rate swap agreements (the "February 2025 Agreements") with Truist Bank and Royal Bank of Canada, as counterparties, with an effective date of June 30, 2025 and expiring June 26, 2029. As of the effective date, the notional amounts totaled $0.6 million, and will accrete up to $400.4 million by June 30, 2026, when the amended October 2021 Agreements expire. Under the February 2025 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging from 3.97% to 3.98% and the counterparties are required to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.50%. As of March 31, 2026, the notional amounts under the February 2025 Agreements were $120.6 million. The October 2021 Agreements and February 2025 Agreements are designated as cash flow hedges and recorded at fair value on the Company’s unaudited condensed consolidated balance sheets with changes in fair value included in AOCI as a component of equity and reclassified into interest expense in the same periods during which the hedge transactions affect earnings. The Company performs assessments of effectiveness for its cash flow hedges on a quarterly basis to confirm that the hedges continue to meet the highly effective criteria required to continue applying cash flow hedge accounting. During the three months ended March 31, 2026 and the year ended December 31, 2025, these hedges were highly effective. Accordingly, no unrealized gain or loss related to these hedges was reflected in the accompanying unaudited condensed consolidated income statements, and the change in fair value was included in AOCI as a component of equity. Realized gains and losses during the periods have been reclassified from AOCI to interest expense. The following table presents the effects of derivatives in cash flow hedging relationships on the Company's AOCI and earnings (in thousands): | Line item | Classification | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | --- | | Unrealized income (loss) recognized | AOCI | $3,043 | $(4,986) | | Reclassification from AOCI into earnings | Interest expense, net | (1,468) | (2,875) | | Net change in AOCI | | $1,575 | $(7,861) | In the 12 months following March 31, 2026, the Company estimates that an additional $0.5 million will be reclassified as a reduction to interest expense. As of March 31, 2026 and December 31, 2025, the fair value of the Company’s interest rate swap agreements reflected a net liability balance of $3.3 million and $4.9 million, respectively. The following table presents the fair value of the Company's interest rate swap agreements as recorded in the unaudited condensed consolidated balance sheets (in thousands): | Classification | March 31, 2026 | December 31, 2025 | | --- | --- | --- | | Assets: | | | | Other current assets | $1,524 | $2,891 | | Total interest rate swap assets | 1,524 | 2,891 | | Liabilities: | | | | Other accrued expenses and liabilities | 1,014 | 1,750 | | Other long-term liabilities | 3,818 | 6,024 | | Total interest rate swap liabilities | 4,832 | 7,774 | | Fair value of interest rate swap agreements | $(3,308) | $(4,883) | 6. Income Taxes The Company's income tax provision was an expense of $16.1 million, which equates to an effective tax rate of 21.6%, and $15.2 million, which equates to an effective tax rate of 20.5%, for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and December 31, 2025, the Company had no accrual for unrecognized tax benefits. As of March 31, 2026, the Company had no ongoing or pending federal examinations for prior years. The Company has outstanding federal income tax refund claims for the 2016 and 2018 tax years. At March 31, 2026, the refund claims totaled $10.0 million and were included in other current assets on the Company's unaudited condensed consolidated balance sheet. These refund claims are subject to ongoing Joint Committee on Taxation reviews, as well as a statute waiver through December 31, 2026 that has been agreed to for the years 2016 through 2018. At March 31, 2026, interest income receivable related to the refund claim totaled $2.2 million, which was included in other current assets. During the three months ended March 31, 2026, the Company accrued $0.1 million of interest income related to the refund claim, which was included in the Company's income tax expense. The Company's tax years from 2021 through 2025 remain open to examination by federal and state taxing authorities. 7.  Self-Insured Liabilities The liabilities for professional, general, workers' compensation and occupational injury liability risks are based on actuarially determined estimates. Liabilities for professional, general, workers' compensation and occupational injury liability risks represent the estimated ultimate cost of all reported and unreported losses incurred through the respective balance sheet dates. The Company provides an accrual for actuarially determined claims reported but not paid and estimates of claims incurred but not reported. Professional and General Liability The total costs for professional and general liability losses are based on the Company's premiums and retention costs and were $28.4 million and $17.0 million for the three months ended March 31, 2026 and 2025, respectively. Workers' Compensation and Occupational Injury Liability The total costs for workers' compensation liability insurance are based on the Company's premiums and retention costs and were $2.3 million for each of the three months ended March 31, 2026 and 2025. 8.  Employee Benefit Plans Defined Contribution Plan The Company maintains defined contribution retirement plans that cover its eligible employees. The Company incurred total costs related to the retirement plans of $15.5 million and $14.6 million for the three months ended March 31, 2026 and 2025, respectively. Employee Health Plan The Company maintains a self-insured medical and dental plan for substantially all of its employees. The Company's reserve for employee health costs includes amounts for reported claims, which are accrued upon occurrence, as well as a provision for incurred but not reported claims, which are estimated based on an average lag time and experience. Accruals are based on the estimated ultimate cost of settlement, including claim settlement expenses. The total costs of employee health coverage were $42.2 million and $44.5 million for the three months ended March 31, 2026 and 2025, respectively. 9.  Commitments and Contingencies Litigation and Regulatory Matters From time to time, claims and suits arise in the ordinary course of the Company's business. The Company has been, is currently, and may in the future be subject to claims, lawsuits, qui tam actions, civil investigative demands, subpoenas, investigations, audits and other inquiries related to its operations. In certain of these actions, plaintiffs request punitive or other damages against the Company that may not be covered by insurance. These claims, lawsuits, and proceedings are in various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material adverse effect on the Company's results of operations, financial position or liquidity.  The Company records accruals for such contingencies to the extent that the Company concludes it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Apart from ongoing litigation associated with unresolved professional liability claims as described above, management does not believe that the Company is party to any proceeding that, either individually or in the aggregate, could have a material adverse effect on its business, financial condition, results of operations or liquidity. However, in light of the inherent uncertainties involved, it is possible that the settlement of these unresolved claims could have a material adverse impact on the Company’s future results of operations, financial position, or liquidity. Securities Litigation On January 7, 2026, a purported stockholder filed a putative securities class action against the Company and certain current officers in the lawsuit styled Postiwala v. Ardent Health, Inc., et al., Case No. 3:26-cv-00022, which is pending in the United States District Court for the Middle District of Tennessee, Nashville Division. The complaint is brought on behalf of a putative class consisting of all persons (other than defendants) who purchased Company securities between July 18, 2024 and November 12, 2025, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder based on allegedly false and misleading statements and omissions. Specifically, the complaint alleges that the Company incorrectly accounted for and reported on certain accounts receivable and certain insurance reserves during 2024 and 2025 which caused its stock price to be inflated. The complaint seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate.  The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely outcome. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case. Derivative Action On February 26, 2026, a stockholder derivative action styled Thompson v. Sotir, et al., Case No 3:26-cv-00219 was filed in the United States District Court for Middle District of Tennessee, Nashville Division, against certain current officers and directors. The Company is named as a nominal defendant only. The factual basis of the complaint is largely the same as in the Postiwala case mentioned above but includes some additional allegations. The complaint alleges breaches of fiduciary duties, gross mismanagement, waste of corporate assets, unjust enrichment, and violation of Section 14(a) of the Securities Exchange Act of 1934. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate.  The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely outcome. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case. Cybersecurity Incident Litigation In November 2023, the Company determined that a ransomware cybersecurity incident had impacted and disrupted a number of the Company's operational and information technology systems (the "Cybersecurity Incident"). During this time, the Company's hospitals remained operational and continued to deliver patient care utilizing established downtime procedures. The Company immediately suspended user access to impacted information technology applications, executed cybersecurity protection protocols, and took steps to restrict further unauthorized activity. Additionally, because of the time taken to contain and remediate the Cybersecurity Incident, online electronic billing systems were not functioning at their full capacities and certain billing, reimbursement and payment functions were delayed, which had an adverse impact on the Company's results of operations and cash flows for 2023 and the first quarter of 2024. As a result of the Cybersecurity Incident, three putative class actions were filed against the Company in the U.S. District Court for the Middle District of Tennessee: Burke v. AHS Medical Holdings LLC, No. 3:23-cv-01308; Redd v. AHS Medical Holdings, LLC, No. 3:23-cv-01342; and Epperson v. AHS Management Company, Inc., No. 3:24-cv-00396. These cases were consolidated by the District Court on April 24, 2024, under the caption Hodge v. AHS Management Company, Inc., No. 3:23-cv-01308 (M.D. Tenn.). The complaint for the consolidated class action, filed on behalf of approximately 38,000 individuals who alleged their personal information and protected health information were affected by the Cybersecurity Incident, generally asserted state common law claims of negligence, breach of implied contract, unjust enrichment, breach of fiduciary duty, and invasion of privacy with respect to how the Company managed sensitive data. On October 4, 2024, the Company executed a settlement agreement to resolve the consolidated class action litigation. On October 9, 2024, the District Court preliminarily approved the settlement. Plaintiffs filed a Motion for Final Approval of the Settlement ("Motion for Final Approval"), which the Company did not oppose. Following a hearing on the Motion for Final Approval that was conducted on August 1, 2025, the Court ordered class counsel, the settlement administrator and the Company to implement the agreed upon settlement of the consolidated case. Pursuant to the settlement, the Company made settlement payments, the total of which did not have a material impact on the Company's results of operations, financial position or liquidity. Upon entry of the Final Order, the clerk was ordered to close the case. During the three months ended March 31, 2025, the Company received $21.5 million of business insurance recovery proceeds related to the Cybersecurity Incident, all of which was included in other non-operating gains on the Company's condensed consolidated income statement. No business insurance recovery proceeds related to the Cybersecurity Incident were received during the three months ended March 31, 2026. Acquisitions The Company has acquired, and plans to continue to acquire, businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, such as billing and reimbursement, fraud and abuse and anti-kickback laws. The Company has from time to time identified certain past practices of acquired companies that do not conform to its standards. Although the Company institutes policies designed to conform such practices to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for the past activities of these acquired facilities that may later be asserted to be improper by private plaintiffs or government agencies. Although the Company generally seeks to obtain indemnification from prospective sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification or, if covered, that such indemnification will be adequate to cover potential losses and fines. 10. Segments The Company has one reportable segment, which is healthcare services. The healthcare services segment generates revenues by delivering care to its customers, or patients, through its integrated network of hospitals, ambulatory facilities, and physician practices. The Company's Chief Operating Decision Maker ("CODM") is its President and Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company's CODM manages the operations on a consolidated basis to make decisions about overall Company resource allocation and to assess overall Company performance. The CODM's assessment of segment performance and allocation of segment resources is based on consolidated net income attributable to Ardent Health, Inc. The CODM uses this consolidated profitability measure to monitor budget versus actual results, compare Company profitability period-over-period and make capital investment decisions. The following table presents the composition of consolidated net income attributable to Ardent Health, Inc. for the healthcare services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands): | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Total revenue | $1,601,870 | $1,497,234 | | Less: | | | | Employee salaries and benefits | 646,895 | 632,843 | | Contract labor | 14,536 | 24,809 | | Supplies | 268,553 | 258,855 | | Medical professional fees | 122,525 | 103,871 | | Contract services | 194,545 | 176,986 | | Other segment items (1) | 314,966 | 258,487 | | Net income attributable to Ardent Health, Inc. | $39,850 | $41,383 | | Other segment items included in net income attributable to Ardent Health, Inc. for each of the periods presented primarily consists of rent expense, interest expense, depreciation and amortization, income tax expense, other operating expenses, other non-operating gains and net income attributable to noncontrolling interests. | | | The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets. The accounting policies for the segment are consistent with the consolidated accounting policies provided in Note 2. As of March 31, 2026 and December 31, 2025, all of the Company's long-lived assets were located in the United States, and for the three months ended March 31, 2026 and 2025, all revenue was earned in the United States. 11.  Earnings Per Share Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding plus the dilutive effect of outstanding securities, and such dilutive effect is computed using the treasury stock method. The following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per share amounts): | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Basic: | | | | Net income attributable to common stockholders | $39,850 | $41,383 | | Weighted-average number of common shares | 141,266,013 | 140,062,284 | | Net income per common share | $0.28 | $0.30 | | Diluted: | | | | Net income attributable to common stockholders | $39,850 | $41,383 | | Weighted-average number of common shares | 141,775,040 | 140,704,075 | | Net income per common share | $0.28 | $0.29 | The following table sets forth the components of the denominator for the computation of basic and diluted net income per share for net income attributable to Ardent Health, Inc. stockholders: | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Weighted-average number of common shares - basic | 141,266,013 | 140,062,284 | | Effect of dilutive securities(1) | 509,027 | 641,791 | | Weighted-average number of common shares - diluted | 141,775,040 | 140,704,075 | | The effect of dilutive securities does not reflect weighted-average potential common shares from restricted stock and restricted stock units of 3,982,055 and 432,792 for the three months ended March 31, 2026 and 2025, respectively, because their effect was antidilutive as calculated under the treasury stock method. | | |