ARDT 8-K
Ardent Health, Inc. (ARDT)
8-K
2026-09-04
For: 2026-09-04
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September 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 2026
(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) | |
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Not Applicable | ||
(Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
This Current Report on Form 8-K (this “Current Report”) is being filed by Ardent Health, Inc. (the “Company”) to revise its
non-GAAP financial measures and related disclosures included in “Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December
31, 2025 (the “2025 Form 10-K”) and to correspondingly revise and remove the previous adjustments to Adjusted EBITDA
and Adjusted EBITDAR within the 2025 Form 10-K related to the Company’s (i) change in accounting estimate related to
the collectability of accounts receivable and (ii) New Mexico professional liability accrual. The Adjusted EBITDA and
Adjusted EBITDAR presentation within the 2025 Form 10-K separately identified and disclosed in detail the amounts related
to the accounts receivable accounting estimate and New Mexico professional liability accrual in the footnotes to the
respective presentations, and such amounts are not themselves being revised. The Company is revising its prior period non-
GAAP Adjusted EBITDA and Adjusted EBITDAR presentations to remove $97.7 million in the aggregate related to these
two adjustments (both of which were limited to the third quarter of 2025). Although the Company believes the presentation of
Adjusted EBITDA and Adjusted EBITDAR was materially accurate and fairly presented within the 2025 Form 10-K, these
revisions are being made in connection with the Company's discussions with the staff of the Securities and Exchange
Commission's Division of Corporation Finance to no longer include these adjustments. After giving effect to the removal of
such non-GAAP adjustments, the Company’s Adjusted EBITDA for the year ended December 31, 2025 decreased from
$545.0 million (as previously presented) to $447.3 million, and the Company’s Adjusted EBITDAR for the year ended
December 31, 2025 decreased from $709.3 million (as previously presented) to $611.6 million. There are no revisions to
2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR or to net income for all periods included in the 2025 Form 10-K.
Further, there is no impact to the Company's 2026 financial results, including Adjusted EBITDA or Adjusted EBITDAR. The
removal of these two adjustments has no impact on the Company’s GAAP consolidated financial statements, financial
condition, results of operations or cash flows, which remain unchanged.
The updated “Supplemental Non-GAAP Information,” “Supplemental Non-GAAP Performance Measure” and
“Supplemental Non-GAAP Valuation Measure” sections of “Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations” of the 2025 Form 10-K, reflecting the revisions described above, are attached as
Exhibit 99.1 to this Current Report. All other information contained in the 2025 Form 10-K, including the other portions of
Item 7 thereof, remain unchanged and have not been updated or modified.
The Company's future periodic reports will reflect the revised presentation set forth herein, and the Company's next
applicable periodic report will include the additional enhanced disclosures as described below.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No. | Exhibit Description |
99.1 | |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Information Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Performance Measure Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Valuation Measure | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: September 4, 2026 | ARDENT HEALTH, INC. | |
By: | /s/ Alfred Lumsdaine | |
Name: | Alfred Lumsdaine | |
Title: | Executive Vice President and Chief Financial Officer | |
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EXHIBIT 99.1
The following sections of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) of Ardent
Health, Inc., as filed with the Securities and Exchange Commission on March 16, 2026, are hereby revised as follows below.
All other information contained in the 2025 Form 10-K, including the other portions of Item 7 thereof, have not been updated
or modified.
Supplemental Non-GAAP Information
We have included certain financial measures that have not been prepared in a manner that complies with U.S. generally
accepted accounting principles (“GAAP”), including Adjusted EBITDA and Adjusted EBITDAR. We define these terms as
follows:
Performance Measure
•“Adjusted EBITDA” is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii)
depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and
excludes the effects of loss on extinguishment and modification of debt; other non-operating (gains) losses;
Cybersecurity incident recoveries, net of incremental information technology and litigation costs; certain legal
matters and related costs; restructuring, exit and acquisition-related costs; expenses incurred in connection with the
implementation of our integrated health information technology system provided by Epic Systems; equity-based
compensation expense; and loss (income) from disposed operations. See “Supplemental Non-GAAP Performance
Measure.”
Valuation Measure
•“Adjusted EBITDAR” is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real
estate investment trusts (“REITs”), which consists of rent expense pursuant to the Ventas Master Lease, lease
agreements with Ventas for 18 medical office buildings and a lease arrangement with Medical Properties Trust, Inc.
(“MPT”) for Hackensack Meridian Mountainside Medical Center. See “Supplemental Non-GAAP Valuation
Measure.”
Supplemental Non-GAAP Performance Measure
Adjusted EBITDA is a non-GAAP performance measure used by our management and external users of our financial
statements, such as investors, analysts, lenders, rating agencies and other interested parties, to evaluate companies in our
industry.
Adjusted EBITDA is a performance measure that is not prepared in accordance with GAAP and is presented in this Annual
Report because our management considers it an important analytical indicator that is commonly used within the healthcare
industry to evaluate financial performance and allocate resources. Further, our management believes that Adjusted EBITDA
is a useful financial metric to assess our operating performance from period to period by excluding certain material non-cash
items and unusual or non-recurring items that we do not expect to continue in the future and certain other adjustments we
believe are not reflective of our ongoing operations and our performance.
Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to
other similarly titled measures of other companies.
While we believe this is a useful supplemental performance measure for investors and other users of our financial
information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items
calculated in accordance with GAAP. Adjusted EBITDA has inherent material limitations as a performance measure, because
it adds back certain expenses to net income, resulting in those expenses not being taken into account in the performance
measure. We have borrowed money, so interest expense is a necessary element of our costs. Because we have material capital
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and intangible assets, depreciation and amortization expense are necessary elements of our costs. Likewise, the payment of
taxes is a necessary element of our operations. Because Adjusted EBITDA excludes these and other items, it has material
limitations as a measure of our performance.
The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in
accordance with GAAP:
Years Ended December 31, | ||||||
(in thousands) | 2025 | 2024 | 2023 | |||
Net income | $230,135 | $299,708 | $128,977 | |||
Adjusted EBITDA Addbacks: | ||||||
Income tax expense | 56,223 | 63,352 | 22,637 | |||
Interest expense | 55,202 | 65,578 | 74,305 | |||
Depreciation and amortization | 155,703 | 146,288 | 140,842 | |||
Noncontrolling interest earnings | (94,324) | (89,365) | (75,073) | |||
Loss on extinguishment and modification of debt | 7,344 | 3,388 | — | |||
Other non-operating losses (gains) (a) | 1,130 | (4,910) | (1,613) | |||
Cybersecurity incident (recoveries) expenses, net (b) | (22,655) | (21,477) | 8,495 | |||
Certain legal matters and related costs (c) | 900 | 2,000 | — | |||
Restructuring, exit and acquisition-related costs (d) | 13,276 | 12,751 | 13,553 | |||
Epic expenses (e) | 4,837 | 3,173 | 1,781 | |||
Equity-based compensation | 39,293 | 17,978 | 904 | |||
Loss (income) from disposed operations | 207 | 9 | (60) | |||
Adjusted EBITDA | $447,271 | $498,473 | $314,748 | |||
(a) | Other non-operating losses (gains) include losses and gains realized on certain non-recurring events or events that are non-operational in nature. | |||||
(b) | Cybersecurity incident (recoveries) expenses, net represent insurance recovery proceeds, net of incremental information technology and litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November 2023. | |||||
(c) | Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the defense and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations. These amounts do not include costs associated with routine professional and general liability claims. | |||||
(d) | Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work force reductions of $10.3 million, $10.4 million, and $12.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, (ii) penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $1.2 million, $0.8 million, and $0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, and (iii) third party professional fees and expenses incurred in connection with potential and completed acquisitions of $1.8 million, $1.6 million, and $0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. | |||||
(e) | Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology system. These costs included (i) professional fees of $2.1 million, $3.1 million, and $1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, (ii) salaries and benefits of $2.6 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively, and (iii) other expenses related to one-time training and onboarding support costs of $0.1 million for the year ended December 31, 2025. Epic expenses do not include ongoing operating costs of the Epic system. | |||||
Supplemental Non-GAAP Valuation Measure
Adjusted EBITDAR is a commonly used non-GAAP valuation measure used by our management, research analysts,
investors and other interested parties to evaluate and compare the enterprise value of different companies in our industry.
Adjusted EBITDAR excludes: (1) certain material non-cash items and unusual or non-recurring items that we do not expect
to continue in the future; (2) certain other adjustments that do not impact our enterprise value; and (3) rent expense payable to
our REITs. We operate 30 acute care hospitals, 12 of which we lease from two REITs, Ventas and MPT, pursuant to long-
term lease agreements. Additionally, we lease 18 medical office buildings from Ventas pursuant to lease agreements with
initial terms of 12 years and eight options to renew for additional five-year terms. Our management views the long-term lease
agreements with Ventas and MPT, as more like financing arrangements than true operating leases, with the rent payable to
such REITs being similar to interest expense. As a result, our capital structure is different than many of our competitors,
especially those whose real estate portfolio is predominately owned and not leased. Excluding the rent payable to such REITs
allows investors to compare our enterprise value to those of other healthcare companies without regard to differences in
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capital structures, leasing arrangements and geographic markets, which can vary significantly among companies. Our
management also uses Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or
divestitures. Finally, financial covenants in certain of our lease agreements, including the Ventas Master Lease, use Adjusted
EBITDAR as a measure of compliance. Adjusted EBITDAR does not reflect our cash requirements for leasing commitments.
As such, our presentation of Adjusted EBITDAR should not be construed as a performance or liquidity measure.
Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to
other similarly titled measures of other companies.
While we believe this is a useful supplemental valuation measure for investors and other users of our financial information,
you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in
accordance with GAAP. Adjusted EBITDAR has inherent material limitations as a valuation measure, because it adds back
certain expenses to net income, resulting in those expenses not being taken into account in the valuation measure. The
payment rent is a necessary element of our valuation. Because Adjusted EBITDAR excludes this and other items, it has
material limitations as a measure of our valuation.
The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in
accordance with GAAP:
Three Months Ended December 31, 2025 | Year Ended December 31, 2025 | |||
(in thousands) | ||||
Net income | $74,262 | $230,135 | ||
Adjusted EBITDAR Addbacks: | ||||
Income tax expense | 18,109 | 56,223 | ||
Interest expense | 12,383 | 55,202 | ||
Depreciation and amortization | 41,037 | 155,703 | ||
Noncontrolling interest earnings | (29,306) | (94,324) | ||
Loss on extinguishment and modification of debt | — | 7,344 | ||
Other non-operating losses (a) | — | 1,130 | ||
Cybersecurity incident recoveries, net (b) | — | (22,655) | ||
Certain legal matters and related costs (c) | 900 | 900 | ||
Restructuring, exit and acquisition-related costs (d) | 5,332 | 13,276 | ||
Epic expenses (e) | 1,933 | 4,837 | ||
Equity-based compensation | 9,110 | 39,293 | ||
Loss from disposed operations | 185 | 207 | ||
Rent expense payable to REITs (f) | 41,786 | 164,308 | ||
Adjusted EBITDAR | $175,731 | $611,579 | ||
(a) | Other non-operating losses include losses and gains realized on certain non-recurring events or events that are non-operational in nature. | |||
(b) | Cybersecurity incident recoveries, net represent insurance recovery proceeds, net of incremental information technology and litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November 2023. | |||
(c) | Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the defense and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations. These amounts do not include costs associated with routine professional and general liability claims. | |||
(d) | Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work force reductions of $4.3 million and $10.3 million for the three months ended and year ended December 31, 2025, respectively, (ii) penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $0.8 million and $1.2 million for the three months ended and year ended December 31, 2025, respectively, and (iii) third party professional fees and expenses incurred in connection with potential and completed acquisitions of $0.2 million and $1.8 million for the three months ended and year ended December 31, 2025, respectively. | |||
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(e) | Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology system. These costs included (i) professional fees of $0.6 million and $2.1 million for the three months ended and year ended December 31, 2025, respectively, (ii) salaries and benefits of $1.3 million and $2.6 million for the three months ended and year ended December 31, 2025, respectively, and (iii) other expenses related to one-time training and onboarding support costs of $0.1 million for the year ended December 31, 2025. Epic expenses do not include ongoing operating costs of the Epic system. | |||
(f) | Rent expense payable to REITs for the three months ended and year ended December 31, 2025 consists of rent expense of $38.9 million and $152.9 million, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for medical office buildings and rent expense of $2.9 million and $11.4 million, respectively, related to a lease arrangement with MPT for the lease of Hackensack Meridian Mountainside Medical Center. | |||