UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | |||
FORM | |||
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||
(Exact Name of Registrant as Specified in its Charter) | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $.01 par value per share |
Exhibit No. | Exhibit Description |
Exhibit 99.1 | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Dated: August 4, 2026 | ARDENT HEALTH, INC. | |
By: | /s/ Alfred Lumsdaine | |
Name: | Alfred Lumsdaine | |
Title: | Executive Vice President, Chief Financial Officer | |

Total Revenue $1.62 billion | Net Income Attributable to Ardent Health $17 million |
Adjusted EBITDA(1) $115 million | Adjusted EBITDAR(1) $157 million |
Admissions Decrease of 1.0% Y/Y | Adjusted Admissions 2.5% growth Y/Y |
Operating Cash Flow $197 million, increase of 67% Y/Y | Reaffirming Full-Year 2026 Guidance Total Revenue: $6,400 - $6,700 million Adjusted EBITDA(1): $485 - $535 million |
Second Quarter 2026 Commentary •"As I transition to the CEO role, I’m looking forward to building on the momentum of key initiatives launched during my COO tenure as well as Ardent's strong foundation in attractive, growing markets," said Dave Caspers, President and Chief Executive Officer of Ardent Health. "I see clear opportunities to further improve performance and unlock the full potential of the platform. Our growth strategy remains unchanged, but sharpening operational execution is my highest priority. We are focused on the levers we can control — staffing, contracting, capital allocation, standardization and accountability — while continuing to deliver high-quality care to the patients and communities we serve." •"Second quarter operating and financial performance was impacted by lower surgeries and admissions, but volumes improved after our intra-quarter update in early June, and we moved quickly to address the earnings pressure," Caspers continued. "Those actions included an improved payor contract in a key market and incremental benefit from our IMPACT program, which we now expect to generate at least $70 million of savings in 2026, compared with $55 million previously. Additionally, we reported strong second quarter operating cash flow of $197 million." •"Our actions give us confidence to reaffirm our 2026 Adjusted EBITDA guidance of $485 million to $535 million, even as we factor in a lower volume outlook," Caspers said. "We remain focused on disciplined execution, consistent performance and creating long-term value for shareholders." |
Three Months Ended June 30, | |||||
(Unaudited) | 2026 | 2025 | % Change | ||
Adjusted admissions | 89,326 | 87,167 | 2.5% | ||
Admissions | 41,104 | 41,535 | (1.0%) | ||
Inpatient surgeries | 9,106 | 9,840 | (7.5%) | ||
Outpatient surgeries | 22,649 | 22,860 | (0.9%) | ||
Total surgeries | 31,755 | 32,700 | (2.9%) | ||
Emergency room visits | 156,896 | 156,622 | 0.2% | ||
Net patient service revenue per adjusted admission | $17,864 | $18,581 | (3.9%) | ||
Full Year 2026 Guidance | |||||||
(Unaudited; dollars in millions, except per share amount) | Previous Guidance | Revised Guidance | |||||
Total revenue | $6,400 | — | $6,700 | $6,400 | — | $6,700 | |
Net income attributable to Ardent Health, Inc. | $129 | — | $183 | $110 | — | $163 | |
Adjusted EBITDA | $485 | — | $535 | $485 | — | $535 | |
Rent expense payable to REITs | $168 | — | $168 | $168 | — | $168 | |
Diluted earnings per share | $0.90 | — | $1.27 | $0.78 | — | $1.15 | |
Adjusted admissions growth | 1.5% | — | 2.5% | 1.5% | — | 2.5% | |
Capital expenditures | $225 | — | $265 | $225 | — | $265 | |
Three Months Ended June 30, | |||||||
2026 | 2025 | ||||||
Amount | % | Amount | % | ||||
Total revenue | $1,622,245 | 100.0% | $1,645,280 | 100.0% | |||
Expenses: | |||||||
Salaries and benefits | 676,186 | 41.7% | 671,697 | 40.8% | |||
Professional fees | 327,843 | 20.2% | 297,012 | 18.1% | |||
Supplies | 279,621 | 17.2% | 270,639 | 16.4% | |||
Rents and leases | 27,957 | 1.7% | 27,825 | 1.7% | |||
Rents and leases, related party | 38,686 | 2.4% | 37,819 | 2.3% | |||
Other operating expenses | 174,838 | 10.8% | 163,698 | 10.0% | |||
Interest expense | 12,569 | 0.8% | 14,729 | 0.9% | |||
Depreciation and amortization | 41,342 | 2.5% | 39,309 | 2.4% | |||
Other non-operating losses | — | 0.0% | 560 | 0.0% | |||
Total operating expenses | 1,579,042 | 97.3% | 1,523,288 | 92.6% | |||
Income before income taxes | 43,203 | 2.7% | 121,992 | 7.4% | |||
Income tax expense | 8,514 | 0.6% | 26,291 | 1.6% | |||
Net income | 34,689 | 2.1% | 95,701 | 5.8% | |||
Net income attributable to noncontrolling interests | 17,790 | 1.1% | 22,751 | 1.4% | |||
Net income attributable to Ardent Health, Inc. | $16,899 | 1.0% | $72,950 | 4.4% | |||
Net income per share: | |||||||
Basic | $0.12 | $0.52 | |||||
Diluted | $0.12 | $0.52 | |||||
Weighted-average common shares outstanding: | |||||||
Basic | 141,688,279 | 140,374,892 | |||||
Diluted | 143,052,519 | 141,517,661 | |||||
Six Months Ended June 30, | |||||||
2026 | 2025 | ||||||
Amount | % | Amount | % | ||||
Total revenue | $3,224,115 | 100.0% | $3,142,514 | 100.0% | |||
Expenses: | |||||||
Salaries and benefits | 1,337,617 | 41.5% | 1,329,349 | 42.3% | |||
Professional fees | 644,913 | 20.0% | 577,869 | 18.4% | |||
Supplies | 548,174 | 17.0% | 529,494 | 16.8% | |||
Rents and leases | 55,038 | 1.7% | 55,586 | 1.8% | |||
Rents and leases, related party | 77,372 | 2.4% | 75,869 | 2.4% | |||
Other operating expenses | 339,989 | 10.5% | 294,465 | 9.5% | |||
Interest expense | 24,780 | 0.8% | 28,905 | 0.9% | |||
Depreciation and amortization | 84,328 | 2.6% | 75,510 | 2.4% | |||
Other non-operating gains | (5,890) | (0.2)% | (20,723) | (0.7)% | |||
Total operating expenses | 3,106,321 | 96.3% | 2,946,324 | 93.8% | |||
Income before income taxes | 117,794 | 3.7% | 196,190 | 6.2% | |||
Income tax expense | 24,617 | 0.8% | 41,524 | 1.3% | |||
Net income | 93,177 | 2.9% | 154,666 | 4.9% | |||
Net income attributable to noncontrolling interests | 36,428 | 1.1% | 40,333 | 1.3% | |||
Net income attributable to Ardent Health, Inc. | $56,749 | 1.8% | $114,333 | 3.6% | |||
Net income per share: | |||||||
Basic | $0.40 | $0.82 | |||||
Diluted | $0.40 | $0.81 | |||||
Weighted-average common shares outstanding: | |||||||
Basic | 141,478,312 | 140,219,452 | |||||
Diluted | 142,414,946 | 141,111,732 | |||||
Six Months Ended June 30, | |||
2026 | 2025 | ||
Cash flows from operating activities: | |||
Net income | $93,177 | $154,666 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 84,328 | 75,510 | |
Other non-operating (gains) losses | (1,886) | 777 | |
Amortization of deferred financing costs and debt discounts | 1,622 | 2,474 | |
Deferred income taxes | 3,068 | (2,733) | |
Equity-based compensation | 16,881 | 20,509 | |
Income from non-consolidated affiliates | (8,079) | (2,956) | |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |||
Accounts receivable | (9,838) | (14,251) | |
Inventories | 2,571 | (3,118) | |
Prepaid expenses and other current assets | 32,009 | (51,449) | |
Accounts payable and other accrued expenses and liabilities | (60,400) | (50,590) | |
Accrued salaries and benefits | (16,940) | (36,136) | |
Net cash provided by operating activities | 136,513 | 92,703 | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (66,766) | (69,105) | |
Other | (316) | (264) | |
Net cash used in investing activities | (67,082) | (69,369) | |
Cash flows from financing activities: | |||
Proceeds from insurance financing arrangements | 17,033 | 10,959 | |
Payments of principal on insurance financing arrangements | (8,192) | (6,529) | |
Payments of principal on long-term debt | (6,937) | (2,896) | |
Distributions to noncontrolling interests | (44,143) | (39,525) | |
Repurchase of common stock | (13,031) | — | |
Other | 714 | (1,499) | |
Net cash used in financing activities | (54,556) | (39,490) | |
Net increase (decrease) in cash and cash equivalents | 14,875 | (16,156) | |
Cash and cash equivalents at beginning of period | 709,601 | 556,785 | |
Cash and cash equivalents at end of period | $724,476 | $540,629 | |
Supplemental Cash Flow Information: | |||
Non-cash purchases of property and equipment | $677 | $13,272 | |
June 30, 2026(1) | December 31, 2025 (1) | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents | $724,476 | $709,601 | |
Accounts receivable | 695,950 | 686,102 | |
Inventories | 116,022 | 118,593 | |
Prepaid expenses | 147,895 | 112,646 | |
Other current assets | 370,533 | 431,882 | |
Total current assets | 2,054,876 | 2,058,824 | |
Property and equipment, net | 920,044 | 935,769 | |
Operating lease right of use assets | 300,509 | 292,651 | |
Operating lease right of use assets, related party | 908,233 | 915,599 | |
Goodwill | 879,262 | 879,451 | |
Other intangible assets | 87,678 | 89,335 | |
Deferred income taxes | 5,821 | 6,888 | |
Other assets | 123,655 | 111,691 | |
Total assets | $5,280,078 | $5,290,208 | |
Liabilities and Equity | |||
Current liabilities: | |||
Current installments of long-term debt | $28,572 | $23,444 | |
Accounts payable | 429,769 | 457,936 | |
Accrued salaries and benefits | 279,244 | 296,260 | |
Other accrued expenses and liabilities | 238,738 | 268,904 | |
Total current liabilities | 976,323 | 1,046,544 | |
Long-term debt, less current installments | 1,073,210 | 1,075,782 | |
Long-term operating lease liability | 268,054 | 260,600 | |
Long-term operating lease liability, related party | 896,492 | 904,632 | |
Self-insured liabilities | 242,771 | 241,050 | |
Other long-term liabilities | 81,824 | 76,636 | |
Total liabilities | 3,538,674 | 3,605,244 | |
Redeemable noncontrolling interests | (4,658) | (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; 141,910,898 and 142,864,171 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 1,419 | 1,429 | |
Additional paid-in capital | 791,411 | 788,472 | |
Accumulated other comprehensive loss | (638) | (3,610) | |
Retained earnings | 558,356 | 501,607 | |
Equity attributable to Ardent Health, Inc. | 1,350,548 | 1,287,898 | |
Noncontrolling interests | 395,514 | 398,316 | |
Total equity | 1,746,062 | 1,686,214 | |
Total liabilities and equity | $5,280,078 | $5,290,208 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2026 | % Change | 2025 | 2026 | % Change | 2025 | ||||||
Total revenue (in thousands) | $1,622,245 | (1.4)% | $1,645,280 | $3,224,115 | 2.6% | $3,142,514 | |||||
Hospitals operated (at period end) (1) | 30 | 0.0% | 30 | 30 | 0.0% | 30 | |||||
Licensed beds (at period end) (2) | 4,281 | 0.0% | 4,281 | 4,281 | 0.0% | 4,281 | |||||
Utilization of licensed beds (3) | 49% | (2.0)% | 50% | 50% | 0.0% | 50% | |||||
Admissions (4) | 41,104 | (1.0)% | 41,535 | 82,036 | (1.1)% | 82,924 | |||||
Adjusted admissions (5) | 89,326 | 2.5% | 87,167 | 175,570 | 2.3% | 171,703 | |||||
Inpatient surgeries (6) | 9,106 | (7.5)% | 9,840 | 18,362 | (3.8)% | 19,090 | |||||
Outpatient surgeries (7) | 22,649 | (0.9)% | 22,860 | 44,735 | 0.4% | 44,572 | |||||
Total surgeries | 31,755 | (2.9)% | 32,700 | 63,097 | (0.9)% | 63,662 | |||||
Emergency room visits (8) | 156,896 | 0.2% | 156,622 | 313,064 | (1.5)% | 317,871 | |||||
Patient days (9) | 189,223 | (2.8)% | 194,738 | 386,352 | (1.2)% | 390,952 | |||||
Total encounters (10) | 1,581,207 | 6.0% | 1,491,905 | 3,145,321 | 6.9% | 2,942,534 | |||||
Average length of stay (11) | 4.60 | (1.7)% | 4.68 | 4.71 | 0.0% | 4.71 | |||||
Net patient service revenue per adjusted admission (12) | $17,864 | (3.9)% | $18,581 | $18,111 | 0.6% | $18,001 | |||||
Adjusted Admissions | = | Admissions | x | (Gross Inpatient Revenue + Gross Outpatient Revenue) |
Gross Inpatient Revenue |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net income | $34,689 | $95,701 | $93,177 | $154,666 | |||
Adjusted EBITDA Addbacks: | |||||||
Income tax expense | 8,514 | 26,291 | 24,617 | 41,524 | |||
Interest expense | 12,569 | 14,729 | 24,780 | 28,905 | |||
Depreciation and amortization | 41,342 | 39,309 | 84,328 | 75,510 | |||
Noncontrolling interest earnings | (17,790) | (22,751) | (36,428) | (40,333) | |||
Other non-operating losses (1) | — | 560 | — | 777 | |||
Cybersecurity Incident recoveries, net (2) | — | — | — | (19,705) | |||
Certain legal matters and related costs | 462 | — | 2,464 | — | |||
Other expenses, including development, restructuring and enterprise system conversion costs (3) | 27,207 | 4,781 | 34,995 | 6,188 | |||
Equity-based compensation | 7,952 | 11,246 | 16,881 | 20,509 | |||
Loss (income) from disposed operations | 6 | 7 | (5,877) | 33 | |||
Adjusted EBITDA | $114,951 | $169,873 | $238,937 | $268,074 | |||
Total revenue | $1,622,245 | $1,645,280 | $3,224,115 | $3,142,514 | |||
Adjusted EBITDA margin | 7.1% | 10.3% | 7.4% | 8.5% | |||
Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||
Net income | $34,689 | $93,177 | |
Adjusted EBITDAR Addbacks: | |||
Income tax expense | 8,514 | 24,617 | |
Interest expense | 12,569 | 24,780 | |
Depreciation and amortization | 41,342 | 84,328 | |
Noncontrolling interest earnings | (17,790) | (36,428) | |
Certain legal matters and related costs | 462 | 2,464 | |
Other expenses, including development, restructuring and enterprise system conversion costs (1) | 27,207 | 34,995 | |
Equity-based compensation | 7,952 | 16,881 | |
Loss (income) from disposed operations | 6 | (5,877) | |
Rent expense payable to REITs (2) | 41,579 | 83,135 | |
Adjusted EBITDAR | $156,530 | $322,072 |
Guidance for the Full Year Ending December 31, 2026 | |||||||
Previous Guidance | Revised Guidance | ||||||
Low | High | Low | High | ||||
Net income | $221 | $280 | $202 | $260 | |||
Adjusted EBITDA Addbacks: | |||||||
Income tax expense | 58 | 73 | 53 | 69 | |||
Interest expense | 56 | 53 | 56 | 53 | |||
Depreciation and amortization | 175 | 170 | 175 | 170 | |||
Noncontrolling interest earnings | (92) | (97) | (92) | (97) | |||
Cybersecurity Incident recoveries (1) | (7) | (7) | (7) | (7) | |||
Other expenses, including development, restructuring and enterprise system conversion costs (2) | 28 | 21 | 56 | 49 | |||
Equity-based compensation | 46 | 42 | 42 | 38 | |||
Adjusted EBITDA | $485 | $535 | $485 | $535 | |||