Ardent Health, Inc. 10-K

Item 9A. Controls and Procedures (a) 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 Annual Report, the effectiveness of our disclosure controls and procedures. Based on this evaluation of our disclosure controls and procedures as of December 31, 2024, 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 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 December 31, 2024, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Item 9B. Other Information During the three months ended December 31, 2024 , no director of officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 87 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference to the Company's definitive proxy statement to be filed under Regulation 14A in connection with the Annual Meeting of the Company's Stockholders no later than 120 days after December 31, 2024. Item 11. Executive Compensation The information required by this Item is incorporated by reference to the Company's definitive proxy statement to be filed under Regulation 14A in connection with the Annual Meeting of the Company's Stockholders no later than 120 days after December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to the Company's definitive proxy statement to be filed under Regulation 14A in connection with the Annual Meeting of the Company's Stockholders no later than 120 days after December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to the Company's definitive proxy statement to be filed under Regulation 14A in connection with the Annual Meeting of the Company's Stockholders no later than 120 days after December 31, 2024. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference to the Company's definitive proxy statement to be filed under Regulation 14A in connection with the Annual Meeting of the Company's Stockholders no later than 120 days after December 31, 2024. 88 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of the report: 1. Financial Statements. The accompanying consolidated financial statements beginning on Page F-1 of this Annual Report are provided in response to this item. 2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements. Exhibit Number Description 2.1 Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2024) 3.1 Certificate of Incorporation of Ardent Health Partners, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed on July 17, 2024) 3.2 Bylaws of Ardent Health Partners, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-8 filed on July 17, 2024) 4.1* Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 4.2 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Form S-1/A filed on July 8, 2024) 4.3 Registration Rights Agreement, dated as of July 3, 2015, among Ardent Health Partners, LLC (f/k/a EGI-AM Holdings, L.L.C.), EGI-AM Investments, L.L.C., ALH Holdings, LLC, David Vandewater, Clint B. Adams, Stephen C. Petrovich and Neil Hemphill (incorporated by reference to Exhibit 4.2 to the Registrant's Form S-1 filed on June 21, 2024) 4.4 Amendment to Registration Rights Agreement, dated as of May 1, 2023, among Ardent Health Partners, LLC (f/k/a EGI-AM Holdings, L.L.C.), EGI-AM Investments, L.L.C., and Pure Health Capital Americas 1 SPV RSC LTD (incorporated by reference to Exhibit 4.3 to the Registrant's Form S-1 filed on June 21, 2024) 10.1† Form of Indemnification Agreement between the R egistrant and its directors and certain officers (incorporated by reference to Exhibit 10.36 to the Registrant’s Form S-1/A filed on July 8, 2024) 10.2† Ardent Health Partners, Inc. 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s Form S-1/A filed on July 8, 2024) 10.3† Form of Restricted Stock Award Agreement (Replacement Unvested C-1 Units) under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.4† Form of Restricted Stock Award Agreement (Replacement Unvested C-2 Units) under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.5† Form of Restricted Stock Unit Award Agreement (Employees) under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.6† Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.7†# Form of Performance Based Restricted Stock Unit Award Agreement under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.8 Stock Ownership Guidelines (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.9† Executive Severance Plan (incorporated by reference to Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024) 10.10† Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.40 to the Registrant’s Form S-1/A filed on July 8, 2024) 10.11 Strategic Advisory Services Letter Agreement, dated as of July 19, 2024, between EGI-AM Investments, L.L.C. and Ardent Health Partners, Inc. (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2024) 10.12 Nomination Agreement, dated as of July 19, 2024, among Ardent Health Partners, Inc., EGI-AM Investments, L.L.C. and ALH Holdings, LLC (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2024) 10.13 REIT Savings Letter Agreement, dated as of July 19, 2024, by and between Ardent Health Partners, Inc. and ALH Holdings, LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2024) 89 Exhibit Number Description 10.14† Amended and Restated Employment Agreement, effective as of January 10, 2025, between AHS Management Company, Inc. and Martin J. Bonick ( incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on January 13, 2025) 10.15† Amended and Restated Employment Agreement, effective as of January 10, 2025, between AHS Management Company, Inc. and Alfred Lumsdaine (incorporated by reference to Exhibit 10. 2 to the Registrant's Form 8-K filed on January 13, 2025) 10.16 Employment Agreement, dated as of July 3, 2015, between AHS Management Company, Inc. and Stephen C. Petrovich (incorporated by reference to Exhibit 10.3 to the Registrant's Form S-1 filed on June 2 1 , 2024) 10.17 Offer Letter (Conditional Offer of Employment) by and between David Schultz and AHS Management Company, Inc. dated November 28, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant's Form S-1 filed on June 21, 2024) 10.18 Offer Letter (Conditional Offer of Employment) by and between Ethan Chernin and AHS Management Company, Inc. dated March 28,2024 (incorporated by reference to Exhibit 10.5 to the Registrant's Form S-1 filed on June 21, 2024) 10.19 Amended and Restated ABL Credit Agreement, dated as of July 8, 2021, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, Ardent Health Partners, LLC, the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, the Guarantors, the Lenders, Barclays Bank PLC, as resigning Administrative Agent, resigning Collateral Agent and resigning Swing Ling Lender, Bank of America, N.A., as successor administrative agent, successor collateral agent, and Swing Line Lender, and the L/C Issuers (incorporated by reference to Exhibit 10.6 to the Registrant's Form S-1/A filed on July 8, 2024) 10.20 Amendment No. 1 to Amended and Restated ABL Credit Agreement, dated as of August 24, 2021, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, Ardent Health Partners, LLC, the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.7 to the Registrant's Form S-1/A filed on July 8, 2024) 10.21 Amendment No. 2 to Amended and Restated ABL Credit Agreement, dated as of June 16, 2022, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.8 to the Registrant's Form S-1/A filed on July 8, 2024) 10.22 Amendment No. 3 to Amended and Restated ABL Credit Agreement, dated as of April 21, 2023, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, the Lenders and L/C Issuers and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.9 to the Registrant's Form S-1/A filed on July 8, 2024) 10.23 Amendment No. 4 to Amended and Restated ABL Credit Agreement, dated June 26, 2024, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, the Guarantors, the Incremental Lenders, the other Lenders and L/C Issuers party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.10 to the Registrant's Form S-1/A filed on July 8, 2024) 10.24 Amended and Restated Term Loan Credit Agreement, dated August 24, 2021, among AHP Health Partners, Inc., as Borrower, Ardent Health Partners, LLC, the Guarantors, the Lenders, Bank of America, N.A., as Initial Term Lender and successor Administrative Agent, and Barclays Bank PLC, as resigning Administrative Agent (incorporated by reference to Exhibit 10.10 to the Registrant's Form S-1 filed on June 21, 2024) 10.25 Amendment No. 1 to Amended and Restated Term Loan Credit Agreement, dated as of June 8, 2023, by Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 to the Registrant's Form S-1/A filed on July 8, 2024) 10.26 Amendment No. 2 to Amended and Restated Term Loan Credit Agreement, dated as of September 18, 2024, among AHP Health Partners, Inc., as Borrower, Ardent Health Partners, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as the Additional 2024 Term B Lender and as Administrative Agent (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q filed on November 7, 2024) 10.27 Master Lease Agreement, dated as of August 4, 2015, among certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.12 to the Registrant's Form S-1 filed on June 21, 2024) 10.28 First Amendment to Master Lease, dated as of March 6, 2017, among certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.13 to the Registrant's Form S-1 filed on June 21, 2024) 10.29 Second Amendment to Master Lease and Guaranty of Master Lease, dated as of March 13, 2017, among certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.14 to the Registrant's Form S-1 filed on June 21, 2024) 10.30 Third Amendment to Master Lease, dated as of February 26, 2018, among certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.15 to the Registrant's Form S-1 filed on June 21, 2024) 10.31 Fourth Amendment to Master Lease and Guaranty of Master Lease, dated as of June 28, 2018, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.16 to the Registrant's Form S-1 filed on June 21, 2024) 90 Exhibit Number Description 10.32# Fifth Amendment to Master Lease and Guaranty of Master Lease, dated as of November 30, 2018, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.18 to the Registrant's Form S-1/A filed on July 8, 2024) 10.33 Sixth Amendment to Master Lease and Guaranty of Master Lease, dated as of February 26, 2021, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.19 to the Registrant's Form S-1/A filed on July 8, 2024) 10.34# Seventh Amendment to Master Lease and Guaranty of Master Lease, dated as of March 1, 2021, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.20 to the Registrant's Form S-1/A filed on July 8, 2024) 10.35# Eighth Amendment to Master Lease and Guaranty of Master Lease, dated as of July 13, 2021, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.21 to the Registrant's Form S-1/A filed on July 8, 2024) 10.36 Ninth Amendment to Master Lease and Guaranty of Master Lease, dated as of February 9, 2022, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.22 to the Registrant's Form S-1/A filed on July 8, 2024) 10.37# Tenth Amendment to Master Lease and Guaranty of Master Lease, dated as of April 27, 2022, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.23 to the Registrant's Form S-1/A filed on July 8, 2024) 10.38# Eleventh Amendment to Master Lease and Guaranty of Master Lease, dated as of December 29, 2023, among certain wholly-owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.24 to the Registrant's Form S-1/A filed on July 8, 2024) 10.39# Twelfth Amendment to Master Lease and Guaranty of Master Lease, dated June 21, 2024, among certain wholly-owned affiliates of Ventas, Inc. listed therein as "Landlord," Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.25 to the Registrant's Form S-1/A filed on July 8, 2024) 10.40 Relative Rights Agreement, dated as of June 28, 2018, among Barclays Bank PLC, as administrative agent under the ABL Credit Agreement, Barclays Bank PLC, as collateral agent under the ABL Credit Agreement, Barclays Bank PLC, as administrative agent under the Term Loan Agreement, U.S. Bank National Association, as trustee under the Indenture, certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.24 to the Registrant's Form S-1 filed on June 21, 2024) 10.41 Assumption and Change of Address Under Relative Rights Agreement, dated as of August 24, 2021, among Bank of America, N.A., as successor administrative agent, and Barclays Bank PLC, as resigning administrative agent (incorporated by reference to Exhibit 10.25 to the Registrant's Form S-1 filed on June 21, 2024) 10.42 First Amendment to Relative Rights Agreement, dated as of June 3, 2024, among Bank of America, N.A., as administrative agent under the ABL Credit Agreement, Bank of America, N.A., as collateral agent under the ABL Credit Agreement, Bank of America, N.A., as administrative agent under the Term Loan Agreement, certain wholly owned affiliates of Ventas, Inc. listed therein as “Landlord,” Ardent Health Partners, LLC and certain affiliated entities of Ardent Health Partners, LLC listed therein (incorporated by reference to Exhibit 10.2 6 to the Registrant's Form S-1 filed on June 21 , 2024) 10.43# Master Services Agreement, dated as of May 5, 2022, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc. (incorporated by reference to Exhibit 10.29 to the Registrant's Form S-1/A filed on July 8, 2024) 10.44# Amended and Restated Statement of Work #1, dated as of June 25, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc. (incorporated by reference to Exhibit 10.30 to the Registrant's Form S-1/A filed on July 8, 2024) 10.45# Statement of Work #2, dated as of June 10, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc. (incorporated by reference to Exhibit 10.31 to the Registrant's Form S-1/A filed on July 8, 2024) 10.46# Statement of Work #3, dated as of June 25, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc. (incorporated by reference to Exhibit 10.32 to the Registrant's Form S-1/A filed on July 8, 2024) 10.47 Indenture, dated as of July 8, 2021, among AHP Health Partners, Inc., Ardent Health Partners, LLC, the guarantors identified therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10. 28 to the Registrant's Form S-1 filed on June 21 , 2024) 10.48 Form of 5.750% Senior Notes due 2029 of AHP Health Partners, Inc. (included as Exhibit A to the Indenture filed as Exhibit 10.47 hereto) (incorporated by reference to Exhibit 10.2 9 to the Registrant's Form S-1 filed on June 21, 2024) 91 Exhibit Number Description 10.49# License and Support Agreement, dated as of May 6, 2016, by and between Epic Systems Corporation and AHS Management Company, Inc. (incorporated by reference to Exhibit 10.3 0 to the Registrant's Form S-1 filed on June 21 , 2024) 10.50# Amended and Restated Limited Liability Company Agreement, dated February 26, 2018, by and between The University of Texas Health Science Center at Tyler and AHS East Texas Health System, LLC (incorporated by reference to Exhibit 10. 39 to the Registrant's Form S-1 filed on June 21 , 2024) 10.51*† Form of Director Restricted Stock Unit Award Agreement For December 2024 RSU Grant pursuant to the 2024 Omnibus Incentive Award Plan 19.1* Ardent Health Partners, Inc. Insider Trading and Confidentiality Policy 21.1* Subsidiaries of the R egistrant 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 31.1* Certification of Principal Executive Officer pursuant to SEC Rule 13a 14(a)/15d 14(a) 31.2* Certification of Principal Financial Officer pursuant to SEC Rule 13a 14(a)/15d 14(a) 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Ardent Health Partners, Inc. Policy on Recoupment of Incentive Compensation 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) # Portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the Registrant treats as private or confidential. † Indicates a management contract or compensatory plan, contract or arrangement * Filed herewith ** This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. Item 16. Form 10-K Summary None. 92 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARDENT HEALTH PARTNERS, INC. Date: February 27, 2025 By: /s/ Martin J. Bonick Martin J. Bonick President and Chief Executive Officer 93 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Martin J. Bonick President and Chief Executive Officer, Director February 27, 2025 Martin J. Bonick (Principal Executive Officer) /s/ Alfred Lumsdaine Chief Financial Officer February 27, 2025 Alfred Lumsdaine (Principal Financial Officer) /s/ David Byers Senior Vice President, Chief Accounting Officer February 27, 2025 David Byers (Principal Accounting Officer) /s/ Mark Sotir Director February 27, 2025 Mark Sotir /s/ Peter Bulgarelli Director February 27, 2025 Peter Bulgarelli /s/ Peter Bynoe Director February 27, 2025 Peter Bynoe /s/ Suzanne Campion Director February 27, 2025 Suzanne Campion /s/ William Goodyear Director February 27, 2025 William Goodyear /s/ Ellen Havdala Director February 27, 2025 Ellen Havdala /s/ Edmondo Robinson Director February 27, 2025 Edmondo Robinson /s/ Rahul Sen Director February 27, 2025 Rahul Sen /s/ Rob Webb Director February 27, 2025 Rob Webb 94 ARDENT HEALTH PARTNERS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated Financial Statements: Consolidated Income Statements for the Years Ended December 31, 2024, 2023 and 2022 F- 5 Consolidated Comprehensive Income Statements for the Years Ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Balance Sheets for the Years Ended December 31, 2024 and 2023 F- 7 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 11 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ardent Health Partners, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Ardent Health Partners, Inc. (the Company) as of December 31, 2024, and 2023, the related consolidated income statements, comprehensive income statements, statements of cash flows, and statements of changes in equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-2 Revenue Recognition – Contractual Adjustments and Implicit Price Concessions Description of the Matter For the year ended December 31, 2024, the Company’s revenues were $5,966.1 million. As discussed in Note 2 to the consolidated financial statements, revenues are based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care insurance plans are based upon the payment terms specified in the related contractual agreements. Managed care contracts are complex, subject to interpretation and contract renegotiations occur frequently, necessitating continual review and assessment of the estimates by management. Revenues 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 revenues at the estimated amounts expected to be collected. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries, and anticipated changes in business and economic conditions, trends in federal, state and private employer healthcare coverage and other collection indicators. Auditing management’s estimates of contractual adjustments and implicit price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in determining related amounts. How We Addressed the Matter in Our Audit To test the estimated contractual adjustments and implicit price concessions, we performed audit procedures that included, among others, testing a sample of revenue transactions, correlating the revenue recognized to subsequent cash received, assessing the methodologies and evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its estimates, including payer contractual terms and historical collection experience. We compared the significant assumptions used by management to historical assumptions and to current industry and economic trends and considered changes, if any, to the Company’s business and other relevant factors. We also assessed the historical accuracy of management’s estimates based on subsequent collection experience and used the assessment as a source of potential corroborative or contrary evidence supporting management’s assumptions of future collections of existing accounts receivable. F-3 Professional and General Liability and Related Costs Description of the Matter At December 31, 2024, the Company’s accrual for professional and general liability asserted and unasserted claims was $240.0 million and the Company’s related costs for professional and general liability claims for the year ended December 31, 2024 was $63.0 million. As discussed in Notes 2 and 11 to the consolidated financial statements, accruals for professional and general liability claims represent the estimated ultimate costs of all reported and unreported claims incurred and unpaid through the balance sheet date. The Company’s estimated liability and related costs for asserted and unasserted claims is based on a number of factors including, but not limited to, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlements and industry trends, estimates of amounts recoverable under the Company’s insurance policies, and other actuarial assumptions. Auditing management’s professional and general liability and related costs was complex and judgmental due to the significant estimations required in determining the accrual, particularly the actuarial assumptions related to the trends in frequency and severity of claims. How We Addressed the Matter in Our Audit To test the Company’s determination of the estimated professional and general liability and related costs, we performed audit procedures that included, among others, testing the completeness and accuracy of underlying claims data used by the Company in its determination of the accrual and reviewing the Company’s insurance contracts to validate self-insured limits, deductibles and coverage limits. Additionally, with the involvement of our actuarial specialists, we performed audit procedures that included, among others, assessing the actuarial analyses and testing the significant assumptions utilized therein, including consideration of Company-specific claim reporting and payment data, and industry experience. We also assessed the accuracy of management’s historical accrual estimates based on subsequent developments in frequency and severity, and we developed an independent range of accrual for comparison to the Company’s recorded amounts. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2004. Nashville, Tennessee February 27, 2025 F-4 ARDENT HEALTH PARTNERS, INC. CONSOLIDATED INCOME STATEMENTS (Dollars in thousands, except per share amounts) Years Ended December 31, 2024 2023 2022 Total revenue $ 5,966,072 $ 5,409,483 $ 5,129,687 Expenses: Salaries and benefits 2,534,756 2,384,062 2,411,677 Professional fees 1,097,119 980,270 736,299 Supplies 1,033,122 993,405 955,168 Rents and leases 103,577 97,444 93,047 Rents and leases, related party 149,229 145,880 130,657 Other operating expenses 496,219 451,737 464,413 Government stimulus income — ( 8,463 ) ( 16,775 ) Interest expense 65,578 74,305 72,582 Interest expense, related party — — 9,470 Depreciation and amortization 146,288 140,842 138,173 Loss on extinguishment and modification of debt 3,388 — — Other non-operating gains ( 26,264 ) ( 1,613 ) ( 18,694 ) Other non-operating gains, related party — — ( 157,808 ) Total operating expenses 5,603,012 5,257,869 4,818,209 Income before income taxes 363,060 151,614 311,478 Income tax expense 63,352 22,637 46,107 Net income 299,708 128,977 265,371 Net income attributable to noncontrolling interests 89,365 75,073 76,462 Net income attributable to Ardent Health Partners, Inc. $ 210,343 $ 53,904 $ 188,909 Net income per share: Basic $ 1.59 $ 0.43 $ 1.50 Diluted $ 1.58 $ 0.43 $ 1.50 Weighted-average common shares outstanding: Basic 132,439,695 126,115,301 126,115,301 Diluted 132,744,577 126,115,301 126,115,301 The accompanying notes are an integral part of these consolidated financial statements. F-5 ARDENT HEALTH PARTNERS, INC. CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (in thousands) Years Ended December 31, 2024 2023 2022 Net income $ 299,708 $ 128,977 $ 265,371 Other comprehensive (loss) income Change in fair value of interest rate swap ( 11,940 ) ( 10,787 ) 49,392 Other comprehensive (loss) income before income taxes ( 11,940 ) ( 10,787 ) 49,392 Income tax (benefit) expense related to other comprehensive (loss) income items ( 3,116 ) ( 2,815 ) 12,891 Other comprehensive (loss) income, net of income taxes ( 8,824 ) ( 7,972 ) 36,501 Comprehensive income 290,884 121,005 301,872 Comprehensive income attributable to noncontrolling interests 89,365 75,073 76,462 Comprehensive income attributable to Ardent Health Partners, Inc. $ 201,519 $ 45,932 $ 225,410 The accompanying notes are an integral part of these consolidated financial statements. F-6 ARDENT HEALTH PARTNERS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts) December 31, 2024 (1) December 31, 2023 (1) Assets Current assets: Cash and cash equivalents $ 556,785 $ 437,577 Accounts receivable 743,031 775,452 Inventories 115,093 105,485 Prepaid expenses 113,749 77,281 Other current assets 304,093 222,290 Total current assets 1,832,751 1,618,085 Property and equipment, net 861,899 811,089 Operating lease right of use assets 248,040 260,003 Operating lease right of use assets, related party 929,106 941,150 Goodwill 852,084 844,704 Other intangible assets 76,930 76,930 Deferred income taxes 12,321 32,491 Other assets 142,969 147,106 Total assets $ 4,956,100 $ 4,731,558 Liabilities and Equity Current liabilities: Current installments of long-term debt $ 9,234 $ 18,605 Accounts payable 401,249 474,543 Accrued salaries and benefits 295,117 267,685 Other accrued expenses and liabilities 239,824 233,271 Total current liabilities 945,424 994,104 Long-term debt, less current installments 1,085,818 1,168,253 Long-term operating lease liability 221,443 235,241 Long-term operating lease liability, related party 919,313 932,090 Self-insured liabilities 227,048 243,552 Other long-term liabilities 34,697 76,002 Total liabilities 3,433,743 3,649,242 Commitments and contingencies (see Note 13) Redeemable noncontrolling interests 1,158 7,302 Equity: Common units, no and unlimited units authorized as of December 31, 2024 and December 31, 2023, respectively; no and 484,922,828 units issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — 496,882 Preferred stock, par value $ 0.01 per share; 50,000,000 and no shares authorized as of December 31, 2024 and December 31, 2023, respectively; no shares issued and outstanding as of December 31, 2024 and December 31, 2023 — — Common stock, par value $ 0.01 per share; 750,000,000 and no shares authorized as of December 31, 2024 and December 31, 2023, respectively; 142,747,818 and no shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 1,428 — Additional paid-in capital 754,415 — Accumulated other comprehensive income 9,737 18,561 Retained earnings 365,796 155,453 Equity attributable to Ardent Health Partners, Inc. 1,131,376 670,896 Noncontrolling interests 389,823 404,118 Total equity 1,521,199 1,075,014 Total liabilities and equity $ 4,956,100 $ 4,731,558 (1) As of December 31, 2024 and December 31, 2023, the consolidated balance sheets included total liabilities of consolidated variable interest entities of $ 306.4 million and $ 337.8 million, respectively. Refer to Note 2 "Summary of Significant Accounting Policies" for further discussion. The accompanying notes are an integral part of these consolidated financial statements. F-7 ARDENT HEALTH PARTNERS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in thousands) Equity Attributable to Ardent Health Partners, Inc. Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests Common Units Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Units (*) Amount Shares Amount Balance at December 31, 2021 $ 13,660 481,331,862 $ 510,357 — $ — $ — $ ( 9,968 ) $ 87,451 $ 390,505 $ 978,345 Net income attributable to Ardent Health Partners, Inc. — — — — — — — 188,909 — 188,909 Net income attributable to noncontrolling interests — — — — — — — — 71,788 71,788 Net income attributable to redeemable noncontrolling interests 4,674 — — — — — — — — — Other comprehensive income — — — — — — 36,501 — — 36,501 Distributions to noncontrolling interests — — — — — — — — ( 61,833 ) ( 61,833 ) Distributions to redeemable noncontrolling interests ( 7,538 ) — — — — — — — — — Distributions to common unit holders — — — — — — — ( 174,811 ) — ( 174,811 ) Vesting of Class C Units — 1,394,682 611 — — — — — — 611 Balance at December 31, 2022 $ 10,796 482,726,544 $ 510,968 — $ — $ — $ 26,533 $ 101,549 $ 400,460 $ 1,039,510 Net income attributable to Ardent Health Partners, Inc. — — — — — — — 53,904 — 53,904 Net income attributable to noncontrolling interests — — — — — — — — 78,567 78,567 Net loss attributable to redeemable noncontrolling interests ( 3,494 ) — — — — — — — — — Other comprehensive loss — — — — — — ( 7,972 ) — — ( 7,972 ) Distributions to noncontrolling interests — — — — — — — — ( 63,875 ) ( 63,875 ) Redemption of equity attributable to noncontrolling interests — ( 14,990 ) — — — — — ( 11,034 ) ( 26,024 ) Vesting of Class C Units — 2,196,284 904 — — — — — — 904 Balance at December 31, 2023 $ 7,302 484,922,828 $ 496,882 — $ — $ — $ 18,561 $ 155,453 $ 404,118 $ 1,075,014 Net income attributable to Ardent Health Partners, Inc. — — — — — — — 210,343 — 210,343 Net income attributable to noncontrolling interests — — — — — — — — 95,509 95,509 Net loss attributable to redeemable noncontrolling interests ( 6,144 ) — — — — — — — — — Other comprehensive loss — — — — — — ( 8,824 ) — — ( 8,824 ) Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other offering costs — — — 13,800,000 138 198,654 — — — 198,792 Conversion of member units to common stock — ( 485,909,683 ) ( 497,620 ) 128,963,328 1,290 536,291 — — ( 39,961 ) — Proceeds from the sale of noncontrolling interest — — — — — 2,351 — — 3,013 5,364 Distributions to noncontrolling interests — — — — — — — — ( 72,856 ) ( 72,856 ) Vesting of Class C Units — 986,855 738 — — — — — — 738 Vesting of restricted stock unit awards — — — 32,227 — — — — — — Tax withholding on vesting of restricted stock unit awards — — — ( 8,200 ) — ( 121 ) — — — ( 121 ) Forfeiture of restricted stock awards — — — ( 39,537 ) — — — — — — Equity-based compensation — — — — — 17,240 — — — 17,240 Balance at December 31, 2024 $ 1,158 — $ — 142,747,818 $ 1,428 $ 754,415 $ 9,737 $ 365,796 $ 389,823 $ 1,521,199 (*) See Note 1 "Description of the Business and Basis of Presentation - Initial Public Offering and Corporate Conversion" for further discussion. The accompanying notes are an integral part of the consolidated financial statements. F-8 ARDENT HEALTH PARTNERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 299,708 $ 128,977 $ 265,371 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 146,288 140,842 138,173 Other non-operating gains ( 4,702 ) ( 45 ) ( 3,354 ) Other non-operating gains, related party — — ( 157,808 ) Loss on extinguishment and modification of debt 2,158 — — Amortization of deferred financing costs and debt discounts 5,468 4,988 5,702 Deferred income taxes 24,044 3,996 46,115 Equity-based compensation 17,978 904 611 Loss (income) from non-consolidated affiliates 5,835 ( 1,653 ) ( 7,515 ) Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: Accounts receivable 40,001 ( 181,099 ) ( 17,184 ) Inventories ( 9,407 ) 1,665 4,671 Prepaid expenses and other current assets ( 136,009 ) ( 36,606 ) 8,348 Accounts payable and other accrued expenses and liabilities ( 103,860 ) 136,824 14,423 Accrued salaries and benefits 27,524 22,905 ( 18,891 ) Refundable advances of government stimulus income — — ( 1,106 ) Medicare accelerated payments — — ( 315,915 ) Net cash provided by (used in) operating activities 315,026 221,698 ( 38,359 ) Cash flows from investing activities: Investment in acquisitions, net of cash acquired ( 35,542 ) — — Purchases of property and equipment ( 187,508 ) ( 137,408 ) ( 151,107 ) Proceeds from divestitures 4,297 — 4,321 Proceeds from divestitures, related party — — 202,050 Other ( 1,707 ) ( 575 ) ( 8,686 ) Net cash (used in) provided by investing activities ( 220,460 ) ( 137,983 ) 46,578 Cash flows from financing activities: Proceeds from initial public offering, net of underwriting discounts and commissions 208,656 — — Proceeds from revolving line of credit — 125,000 — Proceeds from insurance financing arrangements 10,797 24,749 4,337 Proceeds from long-term debt 3,600 6,619 878 Proceeds from deferred financing obligations, related party — — 204,000 Payments of principal on revolving line of credit — ( 125,000 ) — Payments of principal on insurance financing arrangements ( 10,443 ) ( 22,877 ) ( 3,789 ) Payments of principal on long-term debt ( 108,371 ) ( 13,645 ) ( 17,287 ) Payments of deferred financing obligations, related party — — ( 202,050 ) Debt issuance costs ( 2,450 ) — — Payments of initial public offering costs ( 9,534 ) — ( 1,950 ) Distributions to noncontrolling interests ( 72,856 ) ( 63,875 ) ( 69,371 ) Redemption of equity attributable to noncontrolling interests — ( 26,024 ) — Distributions to common unit holders — — ( 174,811 ) Other 5,243 ( 7,209 ) ( 10,288 ) Net cash provided by (used in) financing activities 24,642 ( 102,262 ) ( 270,331 ) Net increase (decrease) in cash and cash equivalents 119,208 ( 18,547 ) ( 262,112 ) Cash and cash equivalents at beginning of year 437,577 456,124 718,236 Cash and cash equivalents at end of year $ 556,785 $ 437,577 $ 456,124 F-9 Years Ended December 31, 2024 2023 2022 Supplemental Cash Flow Information: Interest payments, net of capitalized interest $ 74,976 $ 81,610 $ 81,377 Interest payments, related party $ — $ — $ 9,470 Non-cash purchases of property and equipment $ 9,276 $ 16,392 $ 9,732 Offering costs not yet paid $ 330 $ — $ — Income tax payments, net $ 41,603 $ 19,433 $ 55,818 The accompanying notes are an integral part of these consolidated financial statements. F-10 ARDENT HEALTH PARTNERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 1. Description of the Business and Basis of Presentation Reporting Entity Ardent Health Partners, 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. Ardent Health Partners, 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 consolidated financial statements, refer to Ardent Health Partners, Inc. 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 December 31, 2024, the Company operated 30 acute care hospitals in six states, including two rehabilitation hospitals and two surgical hospitals. Basis of Presentation The financial statements include the 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. Initial Public Offering and Corporate Conversion On July 19, 2024, the Company completed an initial public offering of 12,000,000 shares of its common stock at a public offering price of $ 16.00 per share (the "IPO") for aggregate gross proceeds of $ 192.0 million and net proceeds of approximately $ 181.4 million, after deducting underwriting discounts and commissions of approximately $ 10.6 million. The Company provided the underwriters with an option to purchase up to an additional 1,800,000 shares of common stock of the Company, which was fully exercised by the underwriters, and, on July 30, 2024, the Company issued 1,800,000 additional shares of common stock at $ 16.00 per share for additional net proceeds of approximately $ 27.2 million, after deducting underwriting discounts and commissions of approximately $ 1.6 million. The Company’s common stock is listed on the New York Stock Exchange under the symbol "ARDT". On July 17, 2024, in connection with the IPO and immediately prior to the effectiveness of the Company's registration statement on Form S-1, the Company converted from a Delaware limited liability company into a Delaware corporation by means of a statutory conversion (the “Corporate Conversion”) and changed its name to Ardent Health Partners, Inc. As a result of the Corporate Conversion, the outstanding limited liability company membership units and vested profits interest units were converted into 120,937,099 shares of common stock and outstanding unvested profits interest units were converted into 2,848,027 shares of restricted common stock. Immediately following the Corporate Conversion, ALH Holdings, LLC, a subsidiary of Ventas, Inc. ("Ventas"), a common unit holder that beneficially owned a percentage of the Company’s outstanding membership interests and maintained a seat on the Company’s board of managers, making Ventas a related party, contributed all of its outstanding common stock in AHP Health Partners, Inc. ("AHP Health Partners"), a direct subsidiary of the Company, to Ardent Health Partners, Inc. in exchange for 5,178,202 shares of common stock of Ardent Health Partners, Inc. (the "ALH Contribution"). As a result of the ALH Contribution, AHP Health Partners is a wholly-owned subsidiary of Ardent Health Partners, Inc. The Corporate Conversion and the ALH Contribution have been retrospectively applied to prior periods herein for the purposes of calculating basic and diluted net income per share. The Company’s certificate of incorporation authorizes 750,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a $ 0.01 par value per share. Pure Health Equity Investment On May 1, 2023, an affiliate of Pure Health Holding PJSC (“Pure Health”) purchased a minority interest in the Company from the unit holders at the time. In connection with Pure Health’s investment, unit holders were eligible to exercise tag-along rights to sell a proportionate share of their individual equity ownership interest in Ardent Health Partners, LLC and AHP Health Partners, the Company's direct subsidiary. Ventas exercised its tag-along right to sell its proportionate share of ownership interest in both Ardent Health Partners, LLC and AHP Health Partners. To fulfill Ventas’ right to sell its proportionate share of noncontrolling ownership F-11 interest in AHP Health Partners, the Company exercised its right to repurchase those shares from Ventas for $ 26.0 million concurrent with Pure Health’s purchase of a minority interest in the Company. The carrying value of the noncontrolling interest was adjusted proportionate to the shares repurchased to reflect the change in ownership of AHP Health Partners, with the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest was adjusted recognized in equity attributable to Ardent Health Partners, LLC. 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 $ 132.4 million, $ 114.6 million, and $ 75.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. 2. Summary of Significant Accounting Policies Adoption of Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands disclosures about reportable segments and provides requirements for more detailed reporting of a segment’s expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment’s profit or loss. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning one year later. The Company adopted the standard on December 31, 2024, and the resulting amendments in the notes to the consolidated financial statements were applied retrospectively to all prior periods presented, as required by the standard. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and provide disaggregated information about significant reconciling items by jurisdiction and by nature. ASU 2023-09 also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions and includes several other changes to income tax disclosure requirements. This standard is effective for annual periods beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. The Company is currently evaluating the standard to determine its impact on the Company’s disclosures. In November 2024, the FASB issued 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. Variable Interest Entities Accounting principles generally accepted in the United States of America ("GAAP") require variable interest entities ("VIEs") to be consolidated if an entity’s interest in the VIE is a controlling financial interest in accordance with Accounting Standards Codification ("ASC") 810, Consolidation . 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 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. F-12 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 interest. 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 December 31, 2024 and 2023, 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 December 31, 2024 and 2023 included total assets of VIEs equal to $ 1.3 billion and $ 1.2 billion, respectively. 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 consolidated balance sheets are shown below (in thousands): December 31, 2024 December 31, 2023 Current liabilities Current installments of long-term debt $ 2,266 $ 2,386 Accounts payable 89,428 103,274 Accrued salaries and benefits 37,713 34,730 Other accrued expenses and liabilities 45,250 53,684 Total current liabilities 174,657 194,074 Long-term debt, less current installments 8,192 8,044 Long-term operating lease liability 108,897 120,056 Long-term operating lease liability, related party 9,423 9,520 Self-insured liabilities 676 651 Other long-term liabilities 4,595 5,437 Total liabilities $ 306,440 $ 337,782 Income from operations before income taxes attributable to VIEs was $ 291.4 million, $ 257.1 million, and $ 218.2 million for the years ended December 31, 2024, 2023, and 2022, 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 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. F-13 Deferred Offering Costs Deferred offering costs consist primarily of legal and accounting fees, which are direct and incremental fees related to equity financings. The Company capitalizes these costs until equity financings are consummated, at which time the costs are recorded against the gross proceeds of the offering. Upon receipt of the IPO proceeds during the year ended December 31, 2024, deferred offering costs were recorded against the IPO proceeds within additional paid-in capital on the Company's consolidated balance sheet . Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At times, cash and cash equivalent balances may exceed federally insured limits. Management believes that the Company mitigates any risks by depositing cash, and investing in cash equivalents, with major financial institutions. Revenue Recognition 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 under ASC Topic 606, Revenue from Contracts with Customers , 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 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 payment terms specified in the related contractual agreements. 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. At December 31, 2024 and 2023, estimated implicit price concessions of $ 668.3 million and $ 728.5 million, respectively, had been recorded as reductions to the Company's accounts receivable balances to enable the Company to record accounts receivable at the estimated amounts the Company expects to collect. 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. 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. Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). Settlements under reimbursement agreements with third party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. Final determination of amounts earned under the 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. Settlements are considered in the recognition of net patient service revenue on an estimated basis in the period the related services are rendered, and such amounts are subsequently adjusted in future periods as adjustments become known or as years are no longer subject to such audits and reviews. Differences between original estimates and subsequent revisions, including final settlements, are included in the results of operations of the period in which the revisions are made. These adjustments resulted in an increase to net patient service revenue of $ 5.8 million, $ 6.7 million, and $ 15.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. F-14 At December 31, 2024 and 2023, the Company’s settlements under reimbursement agreements with third-party payors were a net receivable and a net payable of $ 1.9 million and $ 10.3 million, respectively, of which a receivable of $ 42.6 million and $ 34.4 million, respectively, was included in other current assets and a payable of $ 40.7 million and $ 44.7 million, respectively, was included in other accrued expenses and liabilities in the 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 years ended December 31, 2024, 2023, and 2022 was not material to the Company. Currently, several states utilize supplemental reimbursement 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 are designed with input from the Center for Medicare & Medicaid Services (“CMS”) and are funded with 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 and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in total revenue. Taxes or other program-related costs are reflected in other operating expenses. The Company’s total revenue is presented in the following table (dollars in thousands): Years Ended December 31, 2024 2023 2022 Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Medicare $ 2,334,071 39.2 % $ 2,136,695 39.5 % $ 2,083,931 40.6 % Medicaid 612,889 10.3 606,770 11.2 589,445 11.5 Other managed care 2,599,858 43.5 2,304,718 42.6 2,136,281 41.6 Self-pay and other 312,673 5.2 268,239 5.0 220,497 4.3 Net patient service revenue 5,859,491 98.2 5,316,422 98.3 5,030,154 98.0 Other revenue 106,581 1.8 93,061 1.7 99,533 2.0 Total revenue $ 5,966,072 100.0 % $ 5,409,483 100.0 % $ 5,129,687 100.0 % 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 $ 43.9 million, $ 46.0 million, and $ 50.6 million for the years ended December 31, 2024, 2023, and 2022, 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. Patient Accounts Receivable Patient accounts receivable are recorded at net realizable value based on certain assumptions applicable to each payor. For third party payors including Medicare, Medicaid and managed care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and anticipated changes in business and economic conditions, trends in federal, state and private employer healthcare coverage and other collection indicators. F-15 Patient accounts receivable can be impacted by the effectiveness of the Company’s collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal, state and private employer healthcare coverage could affect the net realizable value of accounts receivable. The Company also continually reviews the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing operating revenues and retrospective reviews of historical reserve accuracy, as well as by analyzing current period revenue and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third party insured receivables and the impact of recent acquisitions and dispositions. Patient accounts receivable is the Company’s primary concentration of credit risk, which consists of amounts owed by various governmental agencies, managed care payors, commercial insurance companies, employers and patients. The Company manages its patient accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for uncollectible amounts. The Company’s management recognizes that revenues and receivables from government agencies are significant to the Company’s operations, but it does not believe that there are significant credit risks associated with these governmental agencies. Management does not believe that there are any other significant concentrations of revenues from any particular payor or geographic area that would subject the Company to any significant credit risks as the number of patients and payors limits concentration of credit risk from any one payor. 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: Years Ended December 31, 2024 2023 2022 Oklahoma 24.2 % 24.2 % 24.2 % New Mexico 16.0 15.5 16.5 Texas 36.0 36.2 35.9 New Jersey 9.8 10.4 10.2 Other 14.0 13.7 13.2 Total 100.0 % 100.0 % 100.0 % Supplemental Programs Supplemental Program Updates On April 1, 2024, a new Oklahoma directed payment program (the "OK DPP") became effective, under which hospitals receive directed payments through Oklahoma’s new Medicaid managed care delivery system. The existing upper payment limit component of Oklahoma’s Supplemental Hospital Offset Payment Program will remain in place for certain categories of Medicaid patients that will continue to be enrolled in Oklahoma’s traditional Medicaid Fee for Service program. In March 2024, New Mexico’s Healthcare Delivery and Access Act (the "HDA Act") was signed into law and subsequently approved by CMS on November 25, 2024, with an effective date of July 1, 2024 through December 31, 2024. The HDA Act provides directed payments for hospitals that serve patients in New Mexico’s Medicaid managed care delivery system. Under the OK DPP and the directed payment program pursuant to the HDA Act, we recognized an aggregate net benefit to pre-tax income of approximately $ 98.0 million during the year ended December 31, 2024. Texas Waiver Program Certain of the Company’s facilities receive supplemental Medicaid reimbursement, including reimbursement from programs supported by broad-based provider taxes to fund the non-federal share of Medicaid programs or fund indigent care within a state. The State of Texas operates the Texas Health Care Transformation and Quality Improvement Program pursuant to a Medicaid waiver, the Texas Waiver Program (the “Program”), granted by Section 1115 of the Social Security Act. The Program expands managed care programs in the state, provides funding for uncompensated care and supports various delivery system reform initiatives. On March 25, 2022, the F-16 Program was extended through September 2030; however, certain delivery system reform initiatives within the Program operate under separate approval periods. The timing, determination and basis of funding is specific to the Program’s various components. For example, reimbursements associated with the Program’s uncompensated care component are determined based on a participating provider’s costs incurred with providing unreimbursed care to Medicaid and uninsured patients. The Company accrues for estimated payments associated with the Program’s uncompensated care component to be received in the period in which the associated unreimbursed care is provided constrained to an amount such that a significant reversal of cumulative revenue is not probable in the future. Payments associated with certain directed payment programs are contingent on a provider reporting and meeting certain pre-determined metrics and clinical outcomes and contributing to the non-federal share of the Program component via provider assessments. The Company accrues directed payment program funding in the period in which metrics are expected to be achieved and collection is reasonably assured. Management routinely monitors communications regarding the Program from the State of Texas and CMS to ensure there is no uncertainty about entitlement or collectability, such as disruption in state and federal funding. Payments from the Program are received at different points of time during a funding year. Differences between original estimates and subsequent revisions to the payments, including final settlements, represent changes in the estimate and are recognized in the period in which the revisions are made. Subsequent adjustments to the payments received and the Company’s related estimates have historically been insignificant. The Company recognized revenue of $ 210.1 million, $ 208.0 million, and $ 172.1 million for the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, the Company incurred costs related to provider assessments for the Program in the amounts of $ 74.6 million, $ 78.7 million, and $ 67.6 million for the years ended December 31, 2024, 2023, and 2022, respectively, which were included in other operating expenses on the consolidated income statements. Government Assistance Pursuant to ASU 2021-10, Disclosures by Business Entities about Government Assistance , as an accounting policy election, the Company has utilized International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy to recognize funds received from governmental entities as revenue, given no direct authoritative guidance under GAAP is available to for-profit organizations to recognize revenue for government contributions and grants. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted by the federal government. Among other provisions, the CARES Act authorized relief funding to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”). The CARES Act also expanded the Medicare Accelerated and Advance Payment Program through which eligible providers could request accelerated Medicare payments to be repaid through withholdings against future Medicare fee-for-service payments. Distributions from the Provider Relief Fund were intended to reimburse healthcare providers for lost revenue and increased expenses related to the pandemic and were not subject to repayment, provided recipients attested to and complied with applicable terms and conditions set forth by legislation. Distributions provided by the Provider Relief Fund were accounted for as government grants and were recognized in the consolidated income statements once the grant was received and there was reasonable assurance that the applicable terms and conditions required to retain the distributions were met. During the years ended December 31, 2023 and 2022, the Company received $ 8.5 million and $ 49.9 million, respectively, in cash distributions from the Provider Relief Fund and other state and local programs. During the years ended December 31, 2023 and 2022, the Company recognized $ 8.5 million and $ 16.8 million, respectively, related to distributions from the Provider Relief Fund and state and local grant programs as government stimulus income, a reduction of operating expenses, on its consolidated income statements. Government compliance audits may result in derecognition of amounts previously recognized and repayment of such amounts. During the year ended December 31, 2022, $ 315.9 million of Medicare accelerated payments were recouped or repaid to CMS. Additionally, the Company deferred payment of $ 60.2 million of its Social Security payroll taxes incurred between March 27, 2020 and December 31, 2020 in accordance with the CARES Act, pursuant to which 50% of the deferred amount was due and paid in 2022. Inventories Inventories consist primarily of hospital supplies and pharmaceuticals and are stated at the lower of cost (first-in, first-out method) or market. These inventory items are primarily operating supplies used in the direct or indirect treatment of patients. Property and Equipment Property and equipment additions are recorded at cost. Property and equipment acquired in connection with business combinations are recorded at estimated fair value in accordance with the acquisition method of accounting as prescribed in ASC 805-10, Business F-17 Combinations . Routine maintenance and repairs are charged to expense as incurred. Expenditures that increase values, change capacities or extend useful lives are capitalized. Depreciation is computed by applying the straight-line method over the lesser of the estimated useful lives of the assets or lease term, ranging generally from five to forty years for buildings and improvements, one to twenty years for equipment, four to seven years for software, and three to ten years for leasehold improvements. When events, circumstances or operating results indicate the carrying values of certain long-lived assets expected to be held and used might be impaired, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Assets classified as held for sale are reflected at the lower of carrying value or fair value less cost to sale. Fair value may be estimated based upon internal evaluations that include quantitative analyses of revenues and cash flows, reviews of recent sales of similar assets and independent appraisals . No impairment was recorded during the years ended December 31, 2024, 2023, and 2022. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. In accordance with ASC 350, Intangibles — Goodwill and Other , goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but are subject to annual impairment tests. The Company tests for goodwill impairment at the reporting unit level and has determined that it has one reporting unit for purposes of the assessment of goodwill impairment. In addition to an annual impairment test, the Company evaluates goodwill and intangible assets for impairment whenever circumstances indicate a possible impairment may exist. In accordance with ASU 2017-04, Simplifying the Test for Goodwill Impairment , the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. The Company completed its most recent qualitative goodwill impairment assessment as of October 1, 2024. After evaluating the results, events and circumstances of the Company, the Company concluded that sufficient evidence existed to assert qualitatively that it was more likely than not that the estimated fair value of the reporting unit remained in excess of its carrying value. Therefore, a quantitative impairment assessment was not necessary. The Company recorded no goodwill or other intangible impairment charges in 2024, 2023, and 2022. The Company bases its estimates of fair value of a reporting unit on various assumptions on a qualitative and, when necessary, quantitative basis that are believed to be reasonable under the circumstances. Such assumptions include estimates using the income approach, which estimates fair value based on discounted cash flows, the market approach, which estimates fair value based on comparable market prices, as well as the Company's recent stock price. Actual results may differ from the estimates used in the Company’s assumptions, which may require a future impairment charge that could have a material adverse impact on the Company’s financial position and results of operations. The following table summarizes the changes in the carrying amount of goodwill for the following periods (in thousands): Total Balance at December 31, 2022 $ 844,704 Goodwill acquired — Balance at December 31, 2023 844,704 Goodwill acquired 7,380 Balance at December 31, 2024 $ 852,084 Other intangible assets consist of unamortized trade names, certificates of need, and Medicare and Medicaid licenses, all of which are indefinite-lived. Trade names comprise the majority of the value of the Company’s other intangible assets and were $ 76.1 million at December 31, 2024 and 2023. Indefinite-lived identifiable intangible assets are not amortized but are subject to annual impairment tests, and impairment reviews are performed whenever circumstances indicate possible impairment may exist. F-18 Acquisitions Acquisitions are accounted for using the acquisition method of accounting prescribed by ASC 805, Business Combinations , and the results of operations are included in the 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. During the year ended December 31, 2024, the Company completed acquisitions of certain assets and operations for a combined purchase price of $ 35.5 million, $ 27.5 million of which represented prepayment for the acquisition of 18 urgent care clinics in New Mexico and Oklahoma with an effective date of January 1, 2025. The prepayment was recorded in other assets on the Company's consolidated balance sheet at December 31, 2024. 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. The vast majority of the combined purchase price for assets and operations acquired during the year ended December 31, 2024 was recorded as goodwill with an immaterial portion allocated to assets acquired. Risk Management and Self-Insured Liabilities The Company maintains claims-made commercial insurance related to professional liability risks and occurrence-based commercial insurance related to workers’ compensation and general liability risks. The Company provides an accrual representing the estimated ultimate costs of all reported and unreported claims incurred and unpaid through the respective balance sheet dates, which includes the costs of litigating or settling claims. The estimated ultimate costs include estimates of direct expenses and fees of outside counsel and experts, but do not include the general overhead costs of the Company’s in-house legal and risk management departments. Equity-Based Compensation The Company accounts for equity-based awards under the measurement and recognition provisions of ASC 718, Compensation — Stock Compensation . The Company measures the awards based on their grant date fair value and recognizes the resulting compensation expense in the income statements on a straight-line basis over the requisite service period of the respective awards. The Company employs a Black-Scholes option pricing model ("OPM") to determine the grant date fair value of certain of its equity-based awards granted prior to the IPO. The grant date fair values of restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs") are determined using the closing price of the Company's stock on the date of grant. The Company accounts for forfeitures as they occur. Income Taxes The Company accounts for income taxes associated with the activities of Ardent Health Partners, Inc., which is subject to federal and state income tax as a corporation. The Company calculates the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences that arise from the recognition of items in different periods for tax and accounting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a difference in estimated and actual tax rates is recognized as income in the period that includes the enactment date. The Company identifies deferred tax assets that more likely than not, based on the available evidence, will be unrealizable in future periods and records a valuation allowance accordingly. Refer to Note 8 for further discussion on income taxes. Federal and state tax laws are complex, and the Company’s tax positions may be subject to interpretation and adjustment by federal and state taxing authorities. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes ("ASC 740"), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold may be recognized. The final outcome of audits by federal and state taxing authorities may have a significant effect on the financial position and results of operations of the Company. The provisions of ASC 740 allow for the classification of interest paid on an underpayment of income tax and related penalties, if applicable, as part of income tax expense, interest expense or another appropriate expense classification based on the accounting policy election of the entity. The Company has elected to classify interest and penalties as part of income tax expense. F-19 Derivatives and Hedging The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company’s pay-fixed swap derivatives are designated as cash flow hedges of future interest payments on variable rate debt. The Company has elected hedge accounting for these instruments, thus changes in the fair value of the derivatives are recorded within accumulated other comprehensive income. As variable interest payments are made related to the debt and are recorded to interest expense, the Company releases the gain or loss in accumulated other comprehensive income and records it against interest expense to offset the earnings impact. See Note 7 for further discussion of the Company's derivative financial instruments. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a single definition of fair value, establishes a framework for measuring fair value, and expands disclosures concerning fair value measurements. The Company applies these provisions to the valuation and disclosure of certain financial instruments. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: (i) Level 1, which is defined as quoted prices in active markets that can be accessed at the measurement date; (ii) Level 2, which is defined as inputs other than quoted prices in active markets that are observable, either directly or indirectly; and (iii) Level 3, which is defined as unobservable inputs resulting from the existence of little or no market data, therefore potentially requiring an entity to develop its own assumptions. 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 consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. Refer to Note 7 for discussion of the fair value measurement of the Company’s derivative instruments. The fair value of the Company’s revolving credit facility approximates its carrying value as it bears interest at current market rates. 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): Carrying Amount Fair Value December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Senior secured term loan facility $ 773,772 $ 874,262 $ 779,575 $ 876,448 5.75 % Senior Notes $ 299,596 $ 299,506 $ 289,110 $ 259,822 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. In accordance with ASC 810, Consolidation , 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. F-20 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 consolidated balance sheets. The redeemable noncontrolling interests related to St. Francis at December 31, 2024, 2023, and 2022 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 stock options and 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. Property and Equipment Property and equipment consists of the following (in thousands): December 31, 2024 2023 Land and improvements $ 68,497 $ 68,163 Buildings and improvements, including leasehold improvements 531,686 493,997 Equipment 1,230,669 1,142,472 Construction in progress 20,504 8,993 1,851,356 1,713,625 Less: accumulated depreciation and amortization ( 989,457 ) ( 902,536 ) Property and equipment, net $ 861,899 $ 811,089 Financing leases included in buildings and improvements were $ 39.9 million and $ 39.9 million at December 31, 2024 and 2023, respectively. Financing leases included in equipment were $ 39.0 million and $ 35.2 million at December 31, 2024 and 2023, respectively. Accumulated amortization related to building and equipment financing leases was $ 27.7 million and $ 23.1 million at December 31, 2024 and 2023, respectively. Amortization expense related to building and equipment financing leases was $ 6.8 million, $ 6.2 million, and $ 4.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Depreciation and amortization of property and equipment (including financing leases) was $ 146.3 million, $ 140.8 million, and $ 138.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. 4. Related Party Transactions Effective August 4, 2015, Ventas 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 %. In accordance with ASC 842, Leases , these rent escalations are considered variable lease payments because they are based on a change in an index or a rate. 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, including requirements that the Company maintain a minimum portfolio coverage ratio of 2.2 x and a guarantor fixed charge ratio of 1.2 x and does not exceed a F-21 certain guarantor net leverage ratio of 6.75 x. If the Company breaches its covenants under the terms of the Ventas Master Lease, and its related covenant agreements and amendments, the Company would be in default thereunder, and Ventas would have the right in certain circumstances to terminate the Ventas Master Lease and/or exercise a purchase option with respect to certain personal property located at the leased facilities. Management believes it was in compliance with all financial covenants as of December 31, 2024 and 2023. For the years ended December 31, 2024, 2023, and 2022, the Company recorded rent expense of $ 149.2 million, $ 145.9 million, and $ 130.7 million, respectively, related to rent payments to Ventas. Additionally, during the year ended December 31, 2022, the Company recorded interest expense of $ 9.5 million related to the interest portion of lease payments to Ventas for a portfolio of medical office buildings sold to Ventas during the year. Refer to Note 5 for additional information on this transaction. 5. Leases The Company leases real estate and equipment under operating and finance leases. At lease inception, if the lease meets any of the following five criteria, the Company will classify it as a finance lease: (i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term, (ii) the lease grants the Company an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all (90% or more) of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Otherwise, the lease will be treated as an operating lease. If a contract modification alters an embedded lease component and the modification is not accounted for as a separate contract, the classification of the lease is reassessed. The Company’s operating leases are comprised primarily of real estate, including hospital buildings, medical office buildings and other administrative office buildings, and certain medical and office equipment, and finance leases are comprised primarily of medical equipment. The Company assesses the terms of each lease to determine its classification as operating or financing. The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Right-of-use assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. In calculating the incremental borrowing rate, consideration is given to the Company’s credit risk, the term of the lease, the total lease payments and adjustments for the impacts of collateral, as necessary. Many of the Company’s leases include rental escalation clauses and renewal options that are factored into the determination of lease payments, when appropriate. Certain of the Company’s lease agreements contain options to extend or terminate the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to exercise an option to extend or reasonably certain not to exercise an option to terminate, the lease term includes the period covered by the option. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term. The interest component of finance leases is included in interest expense and recognized using the effective interest method over the lease term. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. During the years ended December 31, 2024 and 2023, the Company recognized new right-of-use assets associated with operating leases of $ 25.1 million and $ 45.2 million, respectively. F-22 The following table presents lease-related assets and liabilities (dollars in thousands): December 31, Balance Sheet Classification 2024 2023 Assets: Operating leases Operating lease right of use assets $ 248,040 $ 260,003 Operating leases, related party Operating lease right of use assets, related party 929,106 941,150 Finance leases Property and equipment, net 51,171 51,982 Total lease assets $ 1,228,317 $ 1,253,135 Liabilities: Current: Operating leases Other accrued expenses and liabilities $ 33,604 $ 31,332 Operating leases, related party Other accrued expenses and liabilities 12,777 11,096 Finance leases Current installments of long-term debt 5,653 6,236 Noncurrent: Operating leases Long-term operating lease liability 221,443 235,241 Operating leases, related party Long-term operating lease liability, related party 919,313 932,090 Finance leases Long-term debt, less current installments 15,254 15,470 Total lease liabilities $ 1,208,044 $ 1,231,465 Operating leases: Weighted-average remaining term 17.0 years 17.8 years Weighted-average discount rate (a) 12.6 % 12.5 % (a) As most of the Company’s leases do not provide a readily determinable implicit interest rate, the Company uses an incremental borrowing rate commensurate with the respective terms of the leases to discount the lease payments. The Company evaluates the discount rate throughout the year to determine whether changes in facts and circumstances should result in a change to the discount rate used for leases. The following table provides information related to expenses for operating leases (in thousands): Years Ended December 31, 2024 2023 2022 Operating lease cost (b) $ 200,104 $ 197,881 $ 185,156 Short-term lease expense (b) 24,127 21,447 20,840 Variable lease expense (b) 28,575 23,996 17,708 Total lease expense $ 252,806 $ 243,324 $ 223,704 (b) These expenses are included in “Rents and leases” and “Rents and leases, related party” on the Company’s consolidated income statements. The following table presents supplemental cash flow information (in thousands): Years Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 66,233 $ 66,459 $ 53,946 Operating cash flows for operating leases, related party 131,201 130,986 130,657 Total operating cash flows for operating leases $ 197,434 $ 197,445 $ 184,603 F-23 Maturities of Lease Liabilities Undiscounted cash flows for operating leases recorded on the consolidated balance sheet at December 31, 2024 were as follows (in thousands): 2025 $ 194,034 2026 188,388 2027 181,605 2028 177,739 2029 163,699 Thereafter 2,056,030 Total rental payments 2,961,495 Less: Amount of lease payments representing interest 1,774,358 Present value of future minimum lease payments 1,187,137 Less: Current portion of lease liabilities 46,381 Noncurrent lease liabilities $ 1,140,756 Sale of Medical Office Buildings On February 9, 2022, the Company completed the sale of 18 medical office buildings to Ventas, a related party, in exchange for $ 204.0 million. Concurrent with the sale, the Company entered into agreements to lease the real estate back from Ventas over a 12-year initial term with eight options to renew with additional five-year terms. The initial terms of the agreements did not qualify for accounting treatment as sale-leaseback arrangements. Thus, upon completion of the transaction, the assets continued to depreciate over their respective useful lives. Additionally, the net proceeds received from the transaction of $ 202.1 million were accounted for as a related party deferred financing obligation. The Company used an imputed interest rate to determine the portion of lease payments to allocate between interest expense and principal repayment of the deferred financing obligation. For the year ended December 31, 2022, lease payments totaled $ 9.5 million, all of which was included in interest expense, related party on the Company’s consolidated income statement. On December 28, 2022, the Company amended the terms of the original lease agreements with Ventas. The amended terms qualified for accounting treatment as sale-leaseback arrangements. Therefore, the Company removed the associated buildings, land and related improvements from fixed assets, removed the deferred financing obligation, recognized the right-of-use lease assets and associated lease liabilities, and recognized a gain of $ 157.8 million in other non-operating gains, related party on the Company’s consolidated income statement for the year ended December 31, 2022. Refer to Note 4 for additional information on this transaction. 6. Long-Term Debt and Financing Matters Long-term debt consists of the following (in thousands): Year Ended December 31, 2024 2023 Senior secured term loan facility $ 773,772 $ 874,262 5.75 % Senior Notes 299,596 299,506 Finance leases 20,907 21,706 Other debt 15,672 12,322 Deferred financing costs ( 14,895 ) ( 20,938 ) Total debt 1,095,052 1,186,858 Less current maturities ( 9,234 ) ( 18,605 ) Long-term debt, less current maturities $ 1,085,818 $ 1,168,253 As of December 31, 2024 and 2023, the senior secured term loan facility reflected an original issue discount (“OID”) of $ 3.7 million and $ 5.5 million, respectively. As of December 31, 2024 and 2023, the 5.75 % Senior Notes balance reflected an OID of $ 0.4 million and $ 0.5 million, respectively. F-24 Senior Secured Credit Facilities On August 24, 2021, the Company entered into a credit agreement (the "Term Loan B Credit Agreement") for its senior secured term loan facility (the "Term Loan B Facility"), which 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 consecutive equal 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. The proceeds from the Term Loan B Facility were used to prepay in full the Company's then-outstanding $ 825.0 million senior secured term loan facility, including any accrued and unpaid interest, fees and other expenses related to the transaction. On June 8, 2023, the Company further amended the Term Loan B Facility Credit Agreement to replace LIBOR with the Term Secured Overnight Financing Rate ("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, the Company used cash on hand to prepay $ 100.0 million of the $ 877.5 million outstanding principal on the Term Loan B Facility, 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 base rate. On September 18, 2024, the Company executed an amendment to reprice its 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 base rate plus 2.25 % to base rate plus 1.75 %, and it eliminated the credit spread adjustment. No modifications were made to the maturity of the loans as a result of the repricing and all other terms were substantially unchanged. Effective July 8, 2021, the Company entered into an amended and restated senior credit agreement for its $ 225.0 million senior secured asset based revolving credit facility (the “ABL Credit Agreement”). The ABL Credit Agreement consisted of a $ 225.0 million senior secured asset-based revolving credit facility with a five-year maturity. On April 21, 2023, the Company further amended and restated the ABL Credit Agreement to replace LIBOR with the Term SOFR and Daily Simple SOFR (each as defined in the amended ABL Credit Agreement) as the reference interest rate. On June 26, 2024, the Company further amended the ABL Credit Agreement to increase the revolving commitment to $ 325.0 million and extend its maturity date to June 26, 2029. The Term Loan B Credit Agreement and ABL Credit Agreement contain a number of customary affirmative and negative covenants that limit or restrict the ability of the Company and its subsidiaries to (subject, in each case, to a number of important exceptions, thresholds and qualifications as set forth in the Term Loan B Credit Agreement and ABL Credit Agreement): • incur additional indebtedness (including guarantee obligations); • incur liens; • make certain investments; • make certain dispositions and engage in certain sale / leaseback transactions; • make certain payments or other distributions; and • engage in certain transactions with affiliates. In addition, the ABL Credit Agreement contains a springing financial covenant that requires the maintenance, after failure to maintain a specified minimum amount of availability to borrow under the senior secured asset-based revolving credit facility, of a minimum fixed charge coverage ratio of 1.00 to 1.00, as determined at the end of each fiscal quarter. Management believes that, as of December 31, 2024 and 2023, the Company maintained more than the minimum amount of availability under the senior secured asset-based revolving credit facility and, therefore, the minimum fixed charge ratio described herein was not applicable. Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) a base rate (the “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 applicable margins are as follows: • under the Term Loan B Credit Agreement, the applicable margin was equal to 2.50 % for base rate borrowings and 3.50 % for Term SOFR borrowings; • 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 to 2.25 % for base rate borrowings and 3.25 % for Term SOFR borrowings; and • effective September 18, 2024, the Company completed a repricing of its Term Loan B Credit Agreement, upon which the applicable margin was reduced to 1.75 % for base rate borrowings and 2.75 % for Term SOFR borrowings. F-25 The $ 325.0 million senior secured asset based revolving credit facility is comprised of two tranches: (1) a $ 275.0 million non-UT Health East Texas borrowers’ tranche and (2) a $ 50.0 million UT Health East Texas borrowers’ tranche available to the Company’s East Texas Health System, LLC subsidiary (collectively referred to as the “ABL Facilities”). 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 determined by reference to the highest of (A) the federal funds effective rate plus 0.50 %, (B) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States for U.S. dollar loans from time to time, and (C) Term SOFR (as adjusted for any applicable statutory reserve rate) applicable for an interest period of one month, plus 1.00 % per annum, in each case, plus an applicable margin, or (ii) the higher of Term SOFR or 0.00 % per annum for the interest period selected, in each case, plus an applicable margin. The applicable margin is determined based on the percentage of the average daily availability of the applicable ABL Facility. The applicable margin for the non-UT Health East Texas ABL Facility loan ranges from 0.5 % to 1.0 % for base rate borrowings and 1.5 % to 2.0 % for Term SOFR borrowings. The applicable margin for the UT Health East Texas ABL Facility loan ranges from 1.5 % to 2.0 % for base rate borrowings and 2.5 % to 3.0 % for Term SOFR borrowings. The Term Loan B Facility and ABL Facilities are collectively referred to herein as the “Senior Secured Credit Facilities.” The Senior Secured Credit Facilities are guaranteed by the Company and certain of the Company’s subsidiaries. Guarantees of the Company’s subsidiaries that are tenants under the Ventas Master Lease (“Tenants”) are limited to (i) the Term Loan B Facility and (ii) the obligations of the loan parties under the ABL Facilities (excluding any obligations of the entities that constitute the UT Health East Texas system). In addition, the guarantees of the Tenants with respect to the indebtedness incurred under both the Term Loan B Facility and ABL Facilities are subject to an aggregate dollar cap amount. The non-UT Health East Texas ABL Facility is secured by first priority liens over substantially all of the Company’s 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, subject to certain exceptions (the “ABL Priority Collateral”), and a second priority lien over substantially all of the Company’s and each guarantor’s other assets (including all of the capital stock of the domestic guarantors), subject to certain exceptions (the “Term Priority Collateral”). The obligations of the UT Health East Texas ABL Facility and obligations in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants under the Term Loan B Facility and ABL Facilities, in each case, are not secured by the assets of the subsidiaries that are also 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 in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants under the Term Loan B Facility and ABL Facilities, in each case, are not secured by the assets of the subsidiaries that are also Tenants. 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 On July 8, 2021, AHP Health Partners (the “Issuer”) issued the 5.75 % Senior Notes, which mature on July 15, 2029, pursuant to an indenture (the “2029 Notes Indenture”). The 2029 Notes Indenture provides that the 5.75 % Senior Notes are general unsecured, senior obligations of the Issuer and are unconditionally guaranteed on a senior unsecured basis by the Company and certain subsidiaries of F-26 the Issuer. In addition, the guarantees of the Tenants are subject to an aggregated dollar cap amount. The 5.75 % Senior Notes are subordinate to the Senior Secured Credit Facilities. The 5.75 % Senior Notes bear interest at a rate of 5.75 % per annum and accrue from July 8, 2021. Interest is payable semi-annually, in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Issuer had the right to redeem the 5.75 % Senior Notes prior to July 15, 2024, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 5.75 % Senior Notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the 2029 Notes Indenture and the 5.75 % Senior Notes. The Issuer may still redeem the 5.75 % Senior Notes on and after July 15, 2024, 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 2024 102.875 % 2025 101.438 % 2026 and thereafter 100.000 % At any time prior to July 15, 2024, the Issuer had the right to redeem on one or more occasions up to 40 % of the original aggregate principal amount of the 5.75 % Senior Notes with the net proceeds of one or more equity offerings, as described in the 2029 Notes Indenture, at a redemption price equal to 105.750 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the aggregate original principal amount of the 5.75 % Senior Notes issued under the 2029 Notes Indenture remained outstanding after each such redemption and the redemption occurred within 180 days after the closing of such equity offering. 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. Future Installments Future installments of long-term debt at December 31, 2024, excluding unamortized discounts and unamortized deferred financing costs, are as follows (in thousands): Long-Term Debt 2025 $ 9,234 2026 6,437 2027 6,498 2028 780,907 2029 302,042 Thereafter 8,961 Total $ 1,114,079 7. 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 are deferred in accumulated other comprehensive income (“AOCI”) and recognized as interest expense 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. See Note 2 for the Company’s derivatives and hedging accounting policy. 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 F-27 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 August 26, 2021, the Company amended its existing interest rate swap agreements with Barclays Bank PLC and Bank of America, N.A. as counterparties, with original notional amounts totaling $ 558.0 million and expiring August 31, 2023. Under the amended agreements, the Company was required to make monthly fixed rate payments at annual rates ranging from 2.50 % to 2.51 %, and the counterparties were obligated to make monthly floating rate payments to the Company based on one-month LIBOR, each subject to a floor of 0.50 %. On October 8, 2021, the Company executed new interest rate swap agreements (the “October 2021 Agreements”) with Barclays Bank PLC and Bank of America, N.A. as counterparties, with notional amounts totaling $ 529.0 million and an effective date of August 31, 2023 and expiring June 30, 2026. 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 obligated 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 obligated to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.39 %. The Company accounts for its interest rate swap agreements in accordance with ASC 815, Derivatives and Hedging . Because the interest rate swap agreements amended on August 26, 2021 did not meet the definition of derivatives in their entirety due to the financing element of the agreements, the Company accounted for these as hybrid instruments that consisted of a debt instrument (debt host) and an embedded at-market derivative. At August 26, 2021, the debt portion of the hybrid instruments was equal to the fair value of the existing interest rate swap agreements, and the balance within AOCI associated with the debt portion was amortized on a straight-line basis to interest expense over the remaining effective period of the amended agreements, which expired August 31, 2023. The at-market derivative portion of each hybrid instrument was designated as a cash flow hedge with changes in fair value included in AOCI as a component of equity. Amounts were subsequently reclassified from AOCI into interest expense in the same periods during which the hedged transactions affected earnings. Cash interest payments associated with the at-market derivative portion of the hybrid instruments were classified as operating activities in the Company’s consolidated statements of cash flows; whereas cash interest payments for the debt portion of the hybrid instruments were classified as financing activities. The October 2021 Agreements are designated as cash flow hedges and recorded at fair value on the Company’s consolidated balance sheet 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 years ended December 31, 2024, 2023 and 2022, these hedges were highly effective. Accordingly, no unrealized gain or loss related to these hedges was reflected in the accompanying consolidated income statements, and the change in fair value was included in AOCI as a component of equity. Realized gains and losses during the period 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): Years Ended December 31, Classification 2024 2023 2022 Unrealized income recognized AOCI $ 7,070 $ 5,416 $ 45,799 (Loss) income reclassified from AOCI into earnings Interest expense, net ( 19,010 ) ( 16,203 ) 3,593 Net change in AOCI $ ( 11,940 ) $ ( 10,787 ) $ 49,392 The Company estimates an additional $ 9.9 million will be reclassified as a reduction to interest expense during the year ended December 31, 2025. F-28 As of December 31, 2024 and 2023, the fair value of the Company’s interest rate swap agreements reflected an asset balance of $ 13.2 million and $ 25.1 million, respectively. The following table presents the fair value of the Company’s interest rate swap agreements as recorded in the consolidated balance sheets (in thousands): Classification December 31, 2024 December 31, 2023 Other current assets $ 9,914 $ 15,966 Other assets 3,264 9,100 $ 13,178 $ 25,066 8. Income Taxes Significant components of the Company’s net deferred tax assets (liabilities) are as follows (in thousands): Years Ended December 31, 2024 2023 Deferred tax assets: Patient accounts receivable, net $ 19,430 $ 20,404 Accrued liabilities 5,253 5,880 Deferred compensation 17,751 17,976 Self-insurance reserves 31,252 32,791 Financing costs 16,082 19,345 Lease liability 278,369 284,826 Other 4,697 6,177 Federal tax credits 89 113 Federal net operating loss carryforward 2,369 7,500 State net operating loss carryforward 8,560 8,688 Total deferred tax assets 383,852 403,700 Deferred tax liabilities: Prepaid expenses ( 7,971 ) ( 5,300 ) Right of use assets ( 278,369 ) ( 284,826 ) Depreciation and amortization ( 61,423 ) ( 64,696 ) Partnership basis differences ( 13,897 ) ( 3,461 ) Change in value of derivatives ( 3,440 ) ( 6,558 ) Total deferred tax liabilities ( 365,100 ) ( 364,841 ) Valuation allowance for deferred tax assets ( 6,431 ) ( 6,368 ) Net deferred tax assets $ 12,321 $ 32,491 At December 31, 2024 and 2023, the Company had federal net operating loss carryforwards for income tax purposes totaling $ 11.3 million and $ 14.8 million, respectively. Federal net operating losses totaling $ 7.1 million expire between 2034 and 2037. Federal net operating losses totaling $ 4.2 million generated in years beginning after December 31, 2017 may be carried forward indefinitely. Certain amounts of the federal net operating losses are subject to limitations on use. The Company expects $ 4.9 million of the carryforwards to expire unused and has recorded a valuation allowance for those amounts. At December 31, 2024 and 2023, the Company had no capital loss carryforwards. At December 31, 2024 and 2023, the Company had state net operating loss carryforwards of $ 210.1 million and $ 212.7 million, respectively. State net operating losses of $ 110.7 million expire between 2037 and 2043, and state net operating losses of $ 99.4 million may be carried forward indefinitely. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the positive and negative evidence from all sources including net operating loss carryback opportunities, historical operating results, prudent and feasible tax planning strategies and projections of future taxable income. Based on the analysis of positive and negative evidence, the Company recorded a valuation allowance of $ 6.4 million and $ 6.4 million at December 31, 2024 and 2023, respectively, for the uncertainty regarding the ability to utilize certain deferred tax assets. F-29 The Company recognized no federal tax benefits for the years ended December 31, 2024 and 2023, respectively, and state tax expense of $ 0.1 million and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively, associated with the change in valuation allowances. Significant components of the provision for income taxes are as follows (in thousands): Years Ended December 31, 2024 2023 2022 Current: Federal $ 30,560 $ 11,190 $ ( 3,209 ) State 9,511 6,693 3,201 Total current 40,071 17,883 ( 8 ) Deferred: Federal 21,965 5,814 43,394 State 1,316 ( 1,060 ) 2,721 Total deferred 23,281 4,754 46,115 Total provision $ 63,352 $ 22,637 $ 46,107 The Company’s consolidated effective tax rate from continuing operations differed from the amounts computed using the federal statutory rate as set forth below (amounts in thousands): Years Ended December 31, 2024 2023 2022 Amount Percent Amount Percent Amount Percent Tax at federal statutory rate $ 76,243 21.0 % $ 31,839 21.0 % $ 65,410 21.0 % State taxes, net of federal benefits 9,671 2.7 3,832 2.5 5,806 1.9 Permanent differences 1,534 0.4 2,116 1.4 2,127 0.7 Equity-based and employee compensation limitations 3,545 1.0 — — — — Noncontrolling Interests ( 18,120 ) ( 5.0 ) ( 15,253 ) ( 10.1 ) ( 13,913 ) ( 4.5 ) Change in valuation allowance 62 — 386 0.3 ( 13,197 ) ( 4.2 ) Change in unrecognized tax benefit ( 9,210 ) ( 2.5 ) — — — — Other, net ( 373 ) ( 0.1 ) ( 283 ) ( 0.2 ) ( 126 ) ( 0.1 ) $ 63,352 17.5 % $ 22,637 14.9 % $ 46,107 14.8 % The Company follows the provisions of ASC 740, Income Taxes, regarding unrecognized tax benefits. At December 31, 2023, the Company had a liability for unrecognized tax benefits of $ 12.1 million and accrued interest expense of $ 1.5 million. During the year ended December 31, 2024, the Company released its liability for unrecognized tax benefits, as well as the accrued interest expense related to the unrecognized tax benefits, due to the expiration of its statute of limitations. At December 31, 2024, the Company had no accrual for unrecognized tax benefits. As of December 31, 2024, the Company has 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. Since the total amount of the refund claims is equal to $ 10.0 million, which was classified within other current assets on the Company's consolidated balance sheet at December 31, 2024, the refund claims are subject to ongoing Joint Committee on Taxation reviews. As of December 31, 2024, the Company has accrued $ 0.8 million of interest income related to the refund claim, which has been included as part of the Company's income tax expense. The Company's tax years from 2021 through 2023 remain open to examination by federal and state taxing authorities. 9. Equity Prior to the Corporate Conversion, the Company issued membership units that represented limited liability company interest in the entity and granted unit-based equity incentive awards to members of management as incentive compensation. As discussed in Note 1, as a result of the Corporate Conversion, the outstanding limited liability company membership units and vested incentive awards were converted into shares of common stock while the unvested incentive awards were converted into shares of unvested restricted common stock in the form of RSAs. The Company now issues shares of common stock under its certificate of incorporation and grants share-based equity awards under its 2024 Omnibus Incentive Award Plan (the "Equity Plan"), which provides for the issuance of up to F-30 15,750,000 shares of common stock. At December 31, 2024, there were 10,435,186 shares of common stock available for future grants under the Equity Plan. Modification of Awards Although the Company modified the legal form of all of its incentive awards in the Corporate Conversion, not all of the modifications to awards were considered a modification for accounting purposes. Modification accounting is required only if (1) the fair value, (2) the vesting conditions, or (3) the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. All holders of Class C units were impacted by the Corporate Conversion. A summary of the accounting modifications (or lack thereof) as a result of the Corporate Conversion is as follows: • The unvested Class C-1 units that converted into unvested RSAs were not considered modifications for accounting purposes. There was no incremental fair value, and the Company is continuing to recognize the original grant-date fair value over the remaining requisite service period associated with the original award. • The unvested Class C-1 units that did not convert into any common shares or unvested RSAs, which were subsequently cancelled and replaced with new awards, were considered modifications for accounting purposes since the Company issued a concurrent grant of RSUs upon cancellation. In addition to the original grant-date fair value, the Company is recognizing incremental fair value, from the cancellation date through the end of the requisite service period. • The unvested Class C-2 units that converted into unvested RSAs were considered modifications for accounting purposes because the performance-related vesting conditions were removed. The Company is recognizing the fair value of the modified award as of the modification date prospectively through the end of the requisite service period. Capital Stock and Equity-Based Compensation As described in Note 1 "Description of the Business and Basis of Presentation—Initial Public Offering and Corporate Conversion", the Company completed the Corporate Conversion, whereby all outstanding limited liability company membership units were converted into shares of common stock. The Company's certificate of incorporation authorizes the Company to issue 750,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a $ 0.01 par value per share. Shares of preferred stock, none of which were outstanding as of December 31, 2024, may be issued in one or more class or series having such rights, voting powers, preferences and other provisions as determined by the Company's Board of Directors without approval by the holders of common stock. In conjunction with the IPO, the Company’s Equity Plan became effective. The Equity Plan authorizes the issuance of up to 15,750,000 shares of common stock associated with its awards. Eligible award recipients under the Equity Plan include the Company's directors, employees and consultants. The Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code ("incentive stock options") and stock options which do not so qualify ("non-qualified stock options"), stock appreciation rights, RSAs, RSUs, PRSUs and other share awards. As of December 31, 2024, the Company had only RSAs, RSUs and PRSUs outstanding under the Equity Plan. Generally, service-based awards vest in three substantially equal one-third increments on each of the first three anniversaries of the grant date, predicated on the holder's continued employment or service. Performance-based awards vest according to the achievement of certain Company-wide profitability metrics in addition to a service-based vesting component, which is generally three years of continued employment. For performance-based awards, a target number of awards are granted representing the Company's target level of performance. The number of shares earned may be higher or lower than the shares granted depending on the Company's level of achievement, which can range from 0 % to 200 % of target. Performance goals are measured cumulatively over a two-year performance period. If the applicable target performance goal is met at the end of the two-year performance period, then the award subject to such performance goal will vest in full at the applicable percentage specified in the award agreement once the holder provides one additional year of service. Awards issued to Company directors contain only service-based vesting requirements and vest in full on the first anniversary of the grant date, predicated on their continued service as a board member. F-31 A summary of all RSU and PRSU activity for the period July 17, 2024 to December 31, 2024 is as follows: RSUs PRSUs Total RSUs and PRSUs Weighted Average Grant Date Fair Value Outstanding, July 17, 2024 — — — $ — Granted 1,425,541 1,105,632 2,531,173 $ 16.56 Vested ( 32,227 ) — ( 32,227 ) $ 17.02 Forfeited ( 16,800 ) ( 41,870 ) ( 58,670 ) $ 16.00 Outstanding, December 31, 2024 1,376,514 1,063,762 2,440,276 $ 16.56 A summary of all RSA activity for the period July 17, 2024 to December 31, 2024 is as follows: RSAs Weighted Average Grant Date Fair Value Outstanding, July 17, 2024 2,848,027 $ 15.78 Granted — $ — Vested ( 14,464 ) $ 5.41 Forfeited ( 39,537 ) $ 15.43 Outstanding, December 31, 2024 2,794,026 $ 15.84 The Company recognized equity-based compensation expense of $ 17.3 million during the period from July 17, 2024 to December 31, 2024 related to these awards, which is included in salaries and benefits within the income statement. The compensation expense recorded represents the estimated grant date fair value of the portion of RSUs, PRSUs and RSAs that vested during the period. The fair value of RSUs that vested during the period from July 17, 2024 to December 31, 2024 was $ 0.6 million. Unrecognized equity-based compensation expense associated with service-based awards, which consisted of unvested RSAs and RSUs, as of December 31, 2024 was $ 54.3 million. Unrecognized equity-based compensation expense associated with performance-based awards, which consisted of unvested PRSUs, as of December 31, 2024 was $ 13.9 million. The weighted-average remaining recognition period for service-based awards and performance-based awards, respectively, was approximately 2.5 and 2 years as of December 31, 2024. Member Units and Equity-Based Compensation The Company’s original operating agreement dated July 3, 2015, (the "Original Operating Agreement"), and the Company’s amended operating agreement dated June 21, 2017, (the "Amended Operating Agreement"), provided for various levels of membership. Pursuant to both the Original Operating Agreement and Amended Operating Agreement, the capital interests were transferable; however, transfers were subject to obtaining the prior written consent of the Company, with certain exceptions for transfers to affiliated parties. An investor's capital interest was comprised of Class A and B units. The Class A units entitled the holder to receive an amount up to their investment amount in the event of a distribution, and the Class B units entitled the holder to the amount of appreciation in Ardent Health Partners, LLC. Members’ liability was limited to the capital account balance. The members’ units did not entitle their holders to any conversion rights or redemption rights. Distributions are reflected in the consolidated statements of changes in equity when declared by the board of managers. The Company issued units of membership interest in the Company to members of management as incentive compensation. These units, once vested, represented the right to receive a fractional part of the profits, losses and distributions of the Company. These membership units were issued in the form of Class C units. Class C units were issued in the form of Class C-1 units and Class C-2 units. Class C-1 units were subject to quarterly vesting over a five-year time horizon (“Time Vesting Incentive Units”). The unvested Time Vesting Incentive Units were subject to forfeiture under certain limited circumstances and unvested units were also able to receive accelerated vesting under certain circumstances. Once the Class C-1 units vested, they were considered equity interests in the Company. Class C-2 units were subject to performance-based measures and could vest upon certain events such as a qualifying liquidation event. No expense was recognized for these Class C-2 units since there was not a qualifying liquidation event prior to their conversion into RSAs. The Company employed an OPM that included highly subjective, complex assumptions to determine the grant date fair value of its Class C units. The OPM was used to allocate the estimated equity value of the Company to the various unit classes. The equity value of the Company was estimated using income and market valuation approaches, including recent sales of the Company’s common F-32 units. The fair value of Class C units granted in 2023 and 2024 did not materially change from the fair value of Class C units granted in 2022, and the impact of a change on the Company’s financial statements was not material given the number of Class C units granted during 2023 and 2024. The assumptions used by the Company within the OPM to estimate the grant date fair value of Class C units were as follows: Period from January 1, 2024 to July 16, 2024 and Years ended December 31, 2023 and 2022 Expected volatility (1) 60.0 % Risk-free interest rate (2) 2.3 % Dividend yield — % Average expected term (years) (3) 2.5 (1) Expected volatility is based on a group of industry peers with sufficient history. (2) The risk-free interest rate is the approximate yield on United States Treasury Strips having a life equal to the average expected term. (3) The average expected term is an estimate of the number of years until a liquidity event. A summary of all class C unit activity for the period from January 1, 2024 to July 16, 2024 and the years ended December 31, 2023 and 2022 is as follows: Unvested Time-Based C Units Unvested Performance-Based C Units Total Unvested C Units Weighted Average Grant Date Fair Value Outstanding, December 31, 2021 3,901,869 20,670,528 24,572,397 $ 0.34 Granted 1,543,093 178,907 1,722,000 $ 0.72 Vested ( 1,394,682 ) — ( 1,394,682 ) $ 0.44 Forfeited ( 183,198 ) ( 5,421,212 ) ( 5,604,410 ) $ 0.19 Outstanding, December 31, 2022 3,867,082 15,428,223 19,295,305 $ 0.33 Granted 4,069,646 — 4,069,646 $ 0.82 Vested ( 2,196,284 ) — ( 2,196,284 ) $ 0.41 Forfeited ( 624,266 ) ( 2,292,063 ) ( 2,916,329 ) $ 0.38 Outstanding, December 31, 2023 5,116,178 13,136,160 18,252,338 $ 0.41 Granted 95,247 53,300 148,547 $ 0.82 Vested ( 1,759,698 ) — ( 1,759,698 ) $ 0.51 Forfeited ( 425,066 ) ( 504,455 ) ( 929,521 ) $ 0.52 Outstanding, July 16, 2024 3,026,661 12,685,005 15,711,666 $ 0.40 The Company recognized equity-based compensation expense of $ 0.7 million, $ 0.9 million, and $ 0.6 million during the period from January 1, 2024 to July 16, 2024 and the years ended December 31, 2023 and 2022, respectively, related to these units, which is included in salaries and benefits within the income statements. The compensation expense recorded represents the estimated grant date fair value of the portion of Time Vesting Incentive Units that vested during the respective period. F-33 10. Other Accrued Expenses and Liabilities A summary of other accrued expenses and liabilities is as follows (in thousands): Years Ended December 31, 2024 2023 Self-insured liabilities - current portion $ 44,655 $ 66,370 Third-party settlements payable 40,651 44,662 Current operating lease liabilities 46,381 42,428 Accrued interest 8,882 9,300 Accrued property taxes 15,198 18,018 Other 84,057 52,493 $ 239,824 $ 233,271 11. 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 Company maintains claims-made professional liability insurance coverage and occurrence-based general liability insurance coverage with independent third party carriers. These third party policies cover claims totaling up to $ 100.0 million, per occurrence and in the aggregate, subject, in most cases, to a $ 7.5 million self-insured retention per occurrence during the years ended December 31, 2024 and 2023, respectively. At December 31, 2024 and 2023, the Company’s professional and general liability accrual for asserted and unasserted claims was $ 240.0 million and $ 275.0 million, respectively, of which $ 206.0 million and $ 219.9 million, respectively, were included in self-insured liabilities and $ 34.0 million and $ 55.1 million, respectively, were included in other accrued expenses and liabilities on the consolidated balance sheets. The Company estimates receivables for the portion of professional and general liability accrual that is recoverable under the Company’s insurance policies. Such receivables were $ 72.8 million and $ 99.8 million at December 31, 2024 and 2023, respectively, of which $ 62.5 million and $ 79.7 million, respectively, was included in other assets and $ 10.3 million and $ 20.1 million, respectively, was included in other current assets. The total costs for professional and general liability losses are based on the Company’s premiums and retention costs, and were $ 63.0 million, $ 55.5 million, and $ 100.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. The costs for professional and general liability losses for the year ended December 31, 2022 included an unfavorable adjustment to the estimated losses associated with prior years’ claims of $ 40.1 million. The Company’s estimated liability for asserted and unasserted claims is based on a number of factors including, but not limited to, the number of asserted claims and reported incidents, estimates of losses for these claims based on recent and historical settlements and industry trends, estimates of amounts recoverable under the Company’s insurance policies, and other actuarial assumptions. The Company’s ultimate liability for professional and general liability claims could materially differ from current estimates due to inherent uncertainties surrounding the determination of the estimated liability. Given the Company’s significant self-insured exposure for professional and general liability claims, there can be no assurance that a significant increase in the number or severity of asserted claims would not have a material adverse effect on future results of operations. Workers' Compensation and Occupational Injury Liability The Company maintains workers’ compensation liability insurance with statutory limits and employer liability policy limits of $ 1.0 million for each occurrence from an unrelated commercial insurance carrier subject, in most cases, to a $ 500,000 deductible per occurrence. The Company is a “non-subscriber” to workers’ compensation insurance in the State of Texas, which offers an occupational injury benefit program for work-related illnesses and injuries. The Company purchases excess coverage for the occupational injury benefit F-34 program from an independent third party carrier for claims up to $ 25.0 million per occurrence or $ 5.0 million per person, subject to a $ 250,000 deductible per occurrence. At December 31, 2024 and 2023, the Company’s workers’ compensation liability accrual for asserted and unasserted claims was $ 31.8 million and $ 32.6 million, respectively, of which $ 21.1 million and $ 21.3 million, respectively, was included in self-insured liabilities and $ 10.7 and $ 11.3 , respectively, was included in other accrued expenses and liabilities on the consolidated balance sheets. The Company estimates receivables for the portion of workers’ compensation liability accrual that is recoverable under the Company’s insurance policies. Such receivables were $ 12.3 million and $ 13.3 million at December 31, 2024 and 2023, respectively, of which $ 8.2 million and $ 8.7 million, respectively, was included in other assets and $ 4.1 million and $ 4.6 million, respectively, was included in other current assets. The total costs for workers’ compensation liability insurance are based on the Company’s premiums and retention costs, and were $ 8.0 million, $ 6.6 million, and $ 7.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. 12. 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 $ 50.5 million, $ 43.8 million, and $ 43.7 million during the years ended December 31, 2024, 2023, and 2022, respectively. Employee Health Plan The Company maintains a self-insured medical and dental plan for substantially all of its employees. Amounts are accrued under the Company’s medical and dental plans as the claims that give rise to them occur and the Company includes a provision for incurred but not reported claims. Incurred but not reported claims 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 $ 183.8 million, $ 162.9 million, and $ 174.8 million during the years ended December 31, 2024, 2023, and 2022, respectively. At December 31, 2024 and 2023, the Company had a liability of $ 27.7 million and $ 27.0 million, respectively, for its medical and dental plans included in accrued salaries and benefits on the accompanying consolidated balance sheets. 13. 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. Management of the Company 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 the business, financial condition, results of operations or liquidity of the Company. 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. F-35 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 allege their personal information and protected health information were affected by the Cybersecurity Incident, generally asserts 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 and set the hearing for the District Court’s final approval of the settlement for August 1, 2025. Settlement of the consolidated case on the agreed terms will require the Company to make cash settlement payments that will not have a material impact on the Company’s results of operations, financial position or liquidity. The Company received $21.4 million of business insurance recovery proceeds related to the Cybersecurity Incident during the year ended December 31, 2024, all of which was included in other non-operating gains on the Company's consolidated income statement. 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. Employment Agreements Certain members of the Company's management have entered into employment agreements with the Company. The agreements provide for minimum salary levels, participation in bonus plans and amounts payable in connection with severance of employment from the Company. Letters of Credit Outstanding letters of credit are required principally by certain insurers and states to collateralize the Company’s workers’ compensation programs and self-insured retentions associated with its professional and general liability insurance programs. As of December 31, 2024 and 2023, the Company maintained outstanding letters of credit of approximately $37.0 million and $30.3 million, respectively. 14. Segments The Company has one reportable segment: 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 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 Partners, 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 Partners, Inc. for the healthcare services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands): F-36 Years Ended December 31, 2024 2023 2022 Total revenue $ 5,966,072 $ 5,409,483 $ 5,129,687 Less: Employee salaries and benefits 2,432,567 2,253,706 2,194,620 Contract labor 102,189 130,356 217,057 Supplies 1,033,122 993,405 955,168 Medical professional fees 399,303 350,799 278,190 Contract services 697,816 629,471 458,109 Other segment items (1) 1,090,732 997,842 837,634 Net income attributable to Ardent Health Partners, Inc. $ 210,343 $ 53,904 $ 188,909 (1) Other segment items included in net income attributable to Ardent Health Partners, 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 consolidated balance sheets as total consolidated assets. The accounting policies for the segment are consistent with the consolidated accounting policies provided in Note 2. As of December 31, 2024 and December 31, 2023, all of the Company’s long-lived assets were located in the United States, and for the years ended December 31, 2024, 2023, and 2022, all revenue was earned in the United States. 15. 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. For the purposes of determining the basic and diluted weighted-average number of common shares outstanding during the periods presented that are prior to the Corporate Conversion and ALH Contribution, the Company retrospectively reflected the effects of the Corporate Conversion and the ALH Contribution. As such, the basic and diluted weighted-average number of common shares outstanding for those periods reflect the conversion of the Company's membership units into common stock on the date of the Corporate Conversion and ALH Contribution, assuming that all common stock issued in conjunction with the Corporate Conversion and ALH Contribution was issued and outstanding as of the beginning of the earliest period presented. The following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per share amounts): Years Ended December 31, 2024 2023 2022 Basic: Net income attributable to common stockholders $ 210,343 $ 53,904 $ 188,909 Weighted-average number of common shares 132,439,695 126,115,301 126,115,301 Net income per common share $ 1.59 $ 0.43 $ 1.50 Diluted: Net income attributable to common stockholders $ 210,343 $ 53,904 $ 188,909 Weighted-average number of common shares 132,744,577 126,115,301 126,115,301 Net income per common share $ 1.58 $ 0.43 $ 1.50 F-37 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 Partners, Inc. stockholders: Years Ended December 31, 2024 2023 2022 Weighted-average number of common shares - basic 132,439,695 126,115,301 126,115,301 Effect of dilutive securities (1) 304,882 — — Weighted-average number of common shares - diluted 132,744,577 126,115,301 126,115,301 (1) The effect of dilutive securities does not reflect 183,566 weighted-average potential common shares that are subject to restricted stock awards or issuable upon vesting of restricted stock units for the year ended December 31, 2024 because their effect was antidilutive as calculated under the treasury stock method. F-38