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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-02-27 · 414 added, 328 removed, 1062 unchanged (41% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report, the effectiveness of our disclosure controls and procedures.

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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.

Internal Control over Financial Reporting

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) for the Company.

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements;

providing reasonable assurance that receipts and expenditures are made only in accordance with management and board authorizations;

and providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with GAAP.

Because of the inherent limitations in any internal control, no matter how well designed, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.

The assessment was based on criteria established in the framework Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, determined that our internal control over financial reporting was effective as of December 31, 2025.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025, which is included herein.

Attestation Report of the Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Ardent Health, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Ardent Health, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Ardent Health, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated income statements, comprehensive income statements, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Nashville, Tennessee

March 16, 2026

Changes in Internal Control Over Financial Reporting

During the three months ended December 31, 2025, 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.

Other Information

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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

3.1 Certificate of Incorporation of Ardent Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2025)

3.2 Amended and Restated Bylaws of Ardent Health, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 23, 2025)

4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2025)

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)

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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)

10.1† Form of Indemnification Agreement between the Registrant 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.

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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 (Employees) under the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2025)

10.7† 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)

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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)

Exhibit Number Description

10.14 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)

Exhibit Number Description

10.15† 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)

Bonick (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on January 13, 2025)

10.16† 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)

and Alfred Lumsdaine (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on January 13, 2025)

10.17† Employment Agreement, dated as of July 3, 2015, between AHS Management Company, Inc.

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Petrovich (incorporated by reference to Exhibit 10.3 to the Registrant's Form S-1 filed on June 21, 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† Offer Letter (Conditional Offer of Employment) by and between Dave Caspers and AHS Management Company, Inc.

effective February 18, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2025)

10.20 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.

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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)

10.25 Amendment No.

5 to Amended and Restated ABL Credit Agreement, dated as of September 18, 2025, by and among AHP Health Partners, Inc., AHS East Texas Health System, LLC, Ardent Health, Inc., the Subsidiaries of AHP Health Partners, Inc.

and AHS East Texas Health Systems, LLC, as Borrowers, the Guarantors, the Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 23, 2025)

10.26 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)

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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)

10.29 Amendment No.

3 to Amended and Restated Term Loan Credit Agreement, dated as of September 18, 2025, by and among AHP Health Partners, Inc., as Borrower, Ardent Health, Inc., the Guarantors, the Lenders and Bank of America, N.A., as the Additional 2025 Term B Lender and as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2025)

10.30 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)

Exhibit Number Description

10.31 First Amendment to Master Lease, dated as of March 6, 2017, among certain wholly owned affiliates of Ventas, Inc.

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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)

Exhibit Number Description

10.35# Fifth Amendment to Master Lease and Guaranty of Master Lease, dated as of November 30, 2018, among certain wholly-owned affiliates of Ventas, Inc.

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(incorporated by reference to Exhibit 10.29 to the Registrant's Form S-1/A filed on July 8, 2024)

Exhibit Number Description

10.47# 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.

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10.50 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)

Bank National Association, as Trustee (incorporated by reference to Exhibit 10.28 to the Registrant's Form S-1 filed on June 21, 2024)

10.51 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)

Exhibit Number Description

(included as Exhibit A to the Indenture filed as Exhibit 10.

50 hereto) (incorporated by reference to Exhibit 10.29 to the Registrant's Form S-1 filed on June 21, 2024)

10.52# 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 10.30 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

10.53# 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)

10.54† Form of Director Restricted Stock Unit Award Agreement For December 2024 RSU Grant pursuant to the 2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2025)

19.1 Ardent Health Partners, Inc.

Insider Trading and Confidentiality Policy

21.1* Subsidiaries of the R egistrant

Insider Trading and Confidentiality Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2025)

21.1* Subsidiaries of the Registrant

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

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97.1 Ardent Health Partners, Inc.

Policy on Recoupment of Incentive Compensation

Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2025)

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)

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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.

February 27, 2025

ARDENT HEALTH, INC.

March 16, 2026

/s/ Martin J.

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Bonick President and Chief Executive Officer, Director

February 27, 2025

March 16, 2026

(Principal Executive Officer)

/s/ Alfred Lumsdaine Chief Financial Officer

February 27, 2025

March 16, 2026

Alfred Lumsdaine

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/s/ David Byers Senior Vice President, Chief Accounting Officer

February 27, 2025

March 16, 2026

(Principal Accounting Officer)

/s/ Mark Sotir Director

February 27, 2025

March 16, 2026

/s/ Peter Bulgarelli Director

February 27, 2025

March 16, 2026

Peter Bulgarelli

/s/ Peter Bynoe Director

February 27, 2025

March 16, 2026

/s/ Suzanne Campion Director

February 27, 2025

March 16, 2026

Suzanne Campion

/s/ William Goodyear Director

February 27, 2025

March 16, 2026

William Goodyear

/s/ Ellen Havdala Director

February 27, 2025

March 16, 2026

Ellen Havdala

/s/ Edmondo Robinson Director

February 27, 2025

March 16, 2026

Edmondo Robinson

/s/ Rahul Sen Director

February 27, 2025

March 16, 2026

/s/ Rob Webb Director

February 27, 2025

ARDENT HEALTH PARTNERS, INC.

March 16, 2026

/s/ Rob DeMichiei Director

March 16, 2026

Rob DeMichiei

ARDENT HEALTH, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Comprehensive Income Statements for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheets for the Years Ended December 31, 2024 and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Ardent Health Partners, Inc.

To the Stockholders and the Board of Directors of Ardent Health, 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”).

We have audited the accompanying consolidated balance sheets of Ardent Health, Inc.

(the Company) as of December 31, 2025 and 2024, the related consolidated income statements, comprehensive income statements, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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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.

We are a public accounting firm registered with the 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.

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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.

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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.

Estimates of contractual adjustments are based upon the contractual payment terms specified in the related contractual agreements and the historical collection experience of each payor.

Medicare and Medicaid regulations and various managed care contracts are complex, and subject to interpretation and adjustment.

Updated regulations 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).

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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.

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Nashville, Tennessee

February 27, 2025

ARDENT HEALTH PARTNERS, INC.

March 16, 2026

ARDENT HEALTH, INC.

CONSOLIDATED INCOME STATEMENTS

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Interest expense 55,202 65,578 74,305

Interest expense, related party — — 9,470

Depreciation and amortization 155,703 146,288 140,842

1 unchanged sentence

Other non-operating gains ( 23,320 ) ( 26,264 ) ( 1,613 )

Other non-operating gains, related party — — ( 157,808 )

Total operating expenses 6,037,981 5,603,012 5,257,869

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Net income attributable to noncontrolling interests 94,324 89,365 75,073

Net income attributable to Ardent Health Partners, Inc.

Net income attributable to Ardent Health, Inc.

$ 135,811 $ 210,343 $ 53,904

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The accompanying notes are an integral part of these consolidated financial statements.

ARDENT HEALTH PARTNERS, INC.

ARDENT HEALTH, INC.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS

3 unchanged sentences

Net income $ 230,135 $ 299,708 $ 128,977

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

Other comprehensive loss

Change in fair value of interest rate swaps ( 18,061 ) ( 11,940 ) ( 10,787 )

Other comprehensive loss before income taxes ( 18,061 ) ( 11,940 ) ( 10,787 )

Income tax benefit related to other comprehensive loss items ( 4,714 ) ( 3,116 ) ( 2,815 )

Other comprehensive loss, net of income taxes ( 13,347 ) ( 8,824 ) ( 7,972 )

Comprehensive income 216,788 290,884 121,005

Comprehensive income attributable to noncontrolling interests 94,324 89,365 75,073

Comprehensive income attributable to Ardent Health Partners, Inc.

Comprehensive income attributable to Ardent Health, Inc.

$ 122,464 $ 201,519 $ 45,932

The accompanying notes are an integral part of these consolidated financial statements.

ARDENT HEALTH PARTNERS, INC.

ARDENT HEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

December 31, 2024 (1)

December 31, 2023 (1)

Current assets:

Cash and cash equivalents

$ 709,601 $ 556,785

Accounts receivable

Inventories 115,093 105,485

686,102 743,031

118,593 115,093

Prepaid expenses

112,646 113,749

Other current assets

431,882 304,093

Total current assets

2,058,824 1,832,751

Property and equipment, net

935,769 861,899

Operating lease right of use assets

292,651 248,040

Operating lease right of use assets, related party

Goodwill 852,084 844,704

915,599 929,106

879,451 852,084

Other intangible assets

89,335 76,930

Deferred income taxes

Other assets 142,969 147,106

Total assets $ 4,956,100 $ 4,731,558

111,691 142,969

$ 5,290,208 $ 4,956,100

Liabilities and Equity

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Current installments of long-term debt

$ 23,444 $ 9,234

Accounts payable

457,936 401,249

Accrued salaries and benefits

296,260 295,117

Other accrued expenses and liabilities

268,904 239,824

Total current liabilities

1,046,544 945,424

Long-term debt, less current installments

1,075,782 1,085,818

Long-term operating lease liability

260,600 221,443

Long-term operating lease liability, related party

904,632 919,313

Self-insured liabilities

241,050 227,048

Other long-term liabilities

76,636 34,697

Total liabilities

3,605,244 3,433,743

Commitments and contingencies (see Note 13)

Redeemable noncontrolling interests

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

( 1,250 ) 1,158

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

50,000,000 shares authorized;

no shares issued and outstanding

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

750,000,000 shares authorized;

142,864,171 and 142,747,818 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 788,472 754,415

Accumulated other comprehensive income 9,737 18,561

Accumulated other comprehensive (loss) income ( 3,610 ) 9,737

Retained earnings 501,607 365,796

Equity attributable to Ardent Health Partners, Inc.

Equity attributable to Ardent Health, Inc.

1,287,898 1,131,376

Noncontrolling interests

Total equity 1,521,199 1,075,014

398,316 389,823

1,686,214 1,521,199

Total liabilities and equity

(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.

$ 5,290,208 $ 4,956,100

(1) As of December 31, 2025 and 2024, the consolidated balance sheets included total liabilities of consolidated variable interest entities of $ 335.1 million and $ 306.4 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.

ARDENT HEALTH PARTNERS, INC.

ARDENT HEALTH, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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Equity Attributable to

Ardent Health Partners, Inc.

Ardent Health, Inc.

Noncontrolling Interests Total Equity

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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.

— — — — — — — 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.

Net income attributable to Ardent Health, Inc.

— — — — — — — 53,904 — 53,904

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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.

Net income attributable to Ardent Health, Inc.

— — — — — — — 210,343 — 210,343

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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

Net income attributable to Ardent Health, Inc.

— — — — — — — 135,811 — 135,811

Net income attributable to noncontrolling interests — — — — — — — — 96,732 96,732

Net loss attributable to redeemable noncontrolling interests ( 2,408 ) — — — — — — — — —

Other comprehensive loss — — — — — — ( 13,347 ) — — ( 13,347 )

Distributions to noncontrolling interests — — — — — — — — ( 88,239 ) ( 88,239 )

Issuance of common stock — — — 7,553 — — — — — —

Repurchase of common stock, net of taxes — — — ( 351,012 ) ( 4 ) ( 3,149 ) — — — ( 3,153 )

Vesting of restricted stock unit awards — — — 659,466 5 — — — — 5

Tax withholding on vesting of restricted stock unit awards — — — ( 153,264 ) — ( 2,087 ) — — — ( 2,087 )

Forfeiture of restricted stock awards — — — ( 46,390 ) — — — — — —

Equity-based compensation — — — — — 39,293 — — — 39,293

Balance at December 31, 2025 $ ( 1,250 ) — $ — 142,864,171 $ 1,429 $ 788,472 $ ( 3,610 ) $ 501,607 $ 398,316 $ 1,686,214

(*) 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.

ARDENT HEALTH PARTNERS, INC.

The accompanying notes are an integral part of these consolidated financial statements.

ARDENT HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Net income $ 230,135 $ 299,708 $ 128,977

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 155,703 146,288 140,842

Other non-operating gains ( 4,702 ) ( 45 ) ( 3,354 )

Other non-operating gains, related party — — ( 157,808 )

Other non-operating losses (gains) 1,275 ( 4,702 ) ( 45 )

Loss on extinguishment and modification of debt 515 2,158 —

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Equity-based compensation 39,293 17,978 904

Loss (income) from non-consolidated affiliates 5,835 ( 1,653 ) ( 7,515 )

(Income) loss from non-consolidated affiliates ( 1,043 ) 5,835 ( 1,653 )

Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:

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Accrued salaries and benefits 686 27,524 22,905

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 )

Net cash provided by operating activities 470,510 315,026 221,698

Cash flows from investing activities:

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Proceeds from divestitures — 4,297 —

Proceeds from divestitures, related party — — 202,050

Other 179 ( 1,707 ) ( 575 )

Net cash (used in) provided by investing activities ( 220,460 ) ( 137,983 ) 46,578

Net cash used in investing activities ( 214,229 ) ( 220,460 ) ( 137,983 )

Cash flows from financing activities:

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Proceeds from long-term debt — 3,600 6,619

Proceeds from deferred financing obligations, related party — — 204,000

Payments of principal on revolving line of credit — — ( 125,000 )

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Payments of principal on long-term debt ( 7,988 ) ( 108,371 ) ( 13,645 )

Payments of deferred financing obligations, related party — — ( 202,050 )

Debt issuance costs ( 2,573 ) ( 2,450 ) —

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Redemption of equity attributable to noncontrolling interests — — ( 26,024 )

Distributions to common unit holders — — ( 174,811 )

Other ( 5,231 ) 5,243 ( 7,209 )

Net cash provided by (used in) financing activities 24,642 ( 102,262 ) ( 270,331 )

Net cash (used in) provided by financing activities ( 103,465 ) 24,642 ( 102,262 )

Net increase (decrease) in cash and cash equivalents 152,816 119,208 ( 18,547 )

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Cash and cash equivalents at end of year $ 709,601 $ 556,785 $ 437,577

Years Ended December 31,

2024 2023 2022

Supplemental Cash Flow Information:

Interest payments, net of capitalized interest $ 65,740 $ 74,976 $ 81,610

Interest payments, related party $ — $ — $ 9,470

Non-cash purchases of property and equipment $ 16,369 $ 9,276 $ 16,392

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The accompanying notes are an integral part of these consolidated financial statements.

ARDENT HEALTH PARTNERS, INC.

ARDENT HEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Reporting Entity

Ardent Health Partners, Inc.

Ardent Health, Inc.

was initially formed in Delaware in 2015 as Ardent Health Partners, LLC.

On July 17, 2024, Ardent Health Partners, LLC converted from a Delaware limited liability company into a Delaware corporation in connection with its initial public offering and changed its name to Ardent Health Partners, Inc.

Ardent Health Partners, Inc.

On June 3, 2025, Ardent Health Partners, Inc.

changed its name to Ardent Health, Inc.

Ardent Health, Inc.

is a holding company that has affiliates that operate acute care hospitals and other healthcare facilities and employ physicians.

The terms “Ardent,” the “Company,” “we,” “our” and “us,” as used in these notes to the consolidated financial statements, refer to Ardent Health Partners, Inc.

The terms “Ardent,” the “Company,” “we,” “our” and “us,” as used in these notes to the consolidated financial statements, refer to Ardent Health, Inc.

and, on or prior to July 16, 2024, Ardent Health Partners, LLC, and its affiliates, unless stated otherwise or indicated by context.

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All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior period amounts to conform to the current year presentation.

Initial Public Offering and Corporate Conversion

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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

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.

To fulfill Ventas’ right to sell its proportionate share of noncontrolling ownership 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.

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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):

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.

The Company adopted the standard on December 31, 2025 and applied the amendments in the notes to the consolidated financial statements retrospectively to all prior periods presented.

Recent Accounting Pronouncements Not Yet Adopted

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.

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The Company is currently evaluating the standard to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the current internal-use software accounting guidance by removing all references to software project development stages.

Under ASU 2025-06, an entity begins capitalizing software costs when (i) management has implicitly or explicitly authorized and committed to funding a computer software project and (ii) it is probable the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the standard to determine its impact on the Company’s disclosures.

Variable Interest Entities

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.

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 (“ASC 810”).

Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses, or the right to receive the benefits, from the VIE that could potentially be significant to the VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE could cause the Company’s consolidation conclusion to change.

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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.

All of the Company’s VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity interests.

Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to direct the use of the VIE assets through its joint venture and cash management agreements.

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As of December 31, 2025 and 2024, 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.

Consolidated assets at December 31, 2025 and 2024 included total assets of VIEs equal to $ 1.3 billion.

The Company’s VIEs do not have creditors that have recourse to the Company.

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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.

Change in Accounting Estimate

During the year ended December 31, 2025, a change in accounting estimate resulting from a modification to the technique used to estimate the collectability of accounts receivable and new information provided by recently completed hindsight evaluations of historical collection trends resulted in a decrease in revenue of $ 42.6 million.

During the third quarter of 2025, the Company implemented a new revenue accounting system that provided management with additional information to more precisely estimate the collectability of accounts receivable, particularly with respect to more timely consideration of payor denial and payment trends.

The detailed information provided by the new system during the year ended December 31, 2025, along with the Company's recently completed analysis of historical collection trends, indicated the current collection estimate differed from historical collection estimates thereby resulting in a change in accounting estimate in accordance with ASC 250-10, Accounting Changes and Error Corrections , to be accounted for during the year ended December 31, 2025 (the period of change).

Contractual Adjustments, Discounts and Cost Report Settlements

Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans) the third party payors.

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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.

Estimates of contractual adjustments under managed care insurance plans are based upon the contractual payment terms specified in the related contractual agreements and the historical collection experience of each payor.

Revenue related to uninsured patients and copayment and deductible amounts for patients who have healthcare coverage may have discounts applied (uninsured discounts and other discounts).

The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amounts expected to be collected.

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.

At December 31, 2025, implicit price concessions of $ 486.1 million were estimated based on information from the new revenue accounting system and were recorded as a reduction to the Company's accounts receivable balance, reflecting accounts receivable at the estimated amount 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.

The Company estimates contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms and the historical collection experience of each payor.

However, the necessity of the services authorized and provided, and resulting reimbursements, are often subject to interpretation.

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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.

Due to the complexities involved in the classification and documentation of healthcare services under the laws and regulations governing Medicare and Medicaid programs, the Company’s estimates of revenue earned and related reimbursement are often subject to interpretation that could result in payments that are different from its estimates.

Final determination of amounts earned under Medicare, Medicaid and other third party payor programs often occurs in subsequent years because of audits by the programs, rights of appeal, and the application of technical provisions.

Estimated reimbursement amounts, which are recorded within net patient service revenue in the period in which the related services are rendered, are adjusted in subsequent periods as 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).

Differences between original estimates and subsequent revisions, including final settlements, are recorded as adjustments to net patient service revenue in the period in which such revisions become known.

These adjustments resulted in an increase to net patient service revenue of $ 8.3 million, $ 5.8 million, and $ 6.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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.

At December 31, 2025 and 2024, the Company’s settlements under reimbursement agreements with third-party payors were a net payable of $ 7.8 million and a net receivable $ 2.6 million, respectively, of which a receivable of $ 21.1 million and $ 29.9 million,

respectively, was included in other current assets and a payable of $ 28.9 million and $ 27.3 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.

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Bad debt expense for the years ended December 31, 2025, 2024, and 2023 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.

Currently, several states in which the Company operates utilize Medicaid supplemental payment programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients.

These programs, which are designed with input from and are subject to approval and periodic renewal by the Centers for Medicare & Medicaid Services ("CMS"), are funded by a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers.

Under these supplemental programs, the Company recognizes revenue in the period in which amounts are estimable and collection is reasonably assured such that a significant reversal of cumulative revenue is not probable in the future.

The Company recognizes supplemental program expenses in the period to which they relate.

Reimbursements under these programs are reflected in total revenue, and taxes or other program-related costs are included in other operating expenses.

The Company’s total revenue is presented in the following table (dollars in thousands):

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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.

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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.

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 manages its patient accounts receivable by regularly reviewing its accounts and contracts and by providing appropriate allowances for price concessions and 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.

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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

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

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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.

During the year ended December 31, 2023, the Company received and recognized $ 8.5 million in cash distributions from the Provider Relief Fund and other state and local programs as government stimulus income, a reduction of operating expenses, on its consolidated income statement.

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 consist primarily of hospital supplies and pharmaceuticals and are stated at the lower of cost (first-in, first-out method) or market.

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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

The Company recorded no fixed asset impairment charges in 2025, 2024 or 2023.

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 ASC 350, Intangibles — Goodwill and Other , goodwill and intangible assets acquired in a 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 goodwill impairment assessment.

In addition to an annual impairment test, the Company evaluates goodwill 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.

The Company completed its most recent goodwill impairment assessment as of October 1, 2025.

The Company concluded that sufficient evidence existed to assert that it was more likely than not that the estimated fair value of the reporting unit remained in excess of its carrying value.

The Company recorded no goodwill impairment charges in 2025, 2024 or 2023.

The Company estimates the fair value of its reporting unit based on various qualitative and, when necessary, quantitative assumptions 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.

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Balance at December 31, 2025 $ 879,451

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.

Other Intangible Assets

Other intangible assets consist of both indefinite-lived and definite-lived intangible assets.

The Company's indefinite-lived intangible assets consist of trade names, certificates of need, and Medicare and Medicaid licenses.

Trade names comprised the majority of the value of the Company's indefinite-lived intangible assets and were $ 76.1 million at December 31, 2025 and 2024.

Indefinite-lived intangible assets are not amortized but are subject to annual impairment tests, and impairment reviews are performed whenever circumstances indicate possible impairment may exist.

The Company recorded no intangible asset impairment charges in 2025, 2024 or 2023.

The Company's definite-lived intangible assets consist of capitalized internal-use software costs, which are amortized straight-line over the expected useful life of the underlying asset, which is generally five years , and included in depreciation and amortization expense in the consolidated income statements.

For the intangible assets acquired in the current year, the weighted-average amortization period was approximately five years and there is no expected residual value.

The gross carrying amount of amortizable intangible assets at December 31, 2025 was $ 13.2 million, and the net carrying amount of amortizable intangible assets at December 31, 2025 was $ 12.4 million.

There were no amortizable intangible assets prior to 2025.

Amortization expense related to these intangible assets was $ 0.8 million during the year ended December 31, 2025, with amortization expense estimated to be $ 2.7 million, $ 2.7 million, $ 2.7 million, $ 2.7 million and $ 1.6 million in 2026, 2027, 2028, 2029, and 2030 respectively.

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.

On January 1, 2025, the Company completed the acquisitions of certain assets and operations of 18 urgent care clinics in New Mexico and Oklahoma for a combined purchase price of $ 27.5 million.

The consideration transferred on December 31, 2024, consisted solely of cash.

Upon closing of the acquisitions, approximately $ 4.1 million was placed into escrow to cover potential working capital adjustments and to secure certain indemnification obligations pursuant to the terms of the purchase agreements.

This escrow amount is included in the total purchase consideration of $ 27.5 million.

Most of the combined purchase price for assets and operations acquired was recorded as goodwill with an immaterial portion allocated to identifiable assets acquired and liabilities assumed.

As of December 31, 2025, the fair values of assets and liabilities recorded related to these acquisitions were finalized and the measurement period was closed.

Risk Management and Self-Insured Liabilities

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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 Company employed 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.

Certain PRSUs are subject to a market condition modifier, which is based on the Company's total shareholder return (“TSR”) over a three-year performance period relative to a pre-determined peer group, and the grant date fair value of these awards is determined using a Monte Carlo simulation as of the date of grant.

The Company accounts for forfeitures as they occur.

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 accounts for income taxes associated with the activities of Ardent Health, 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 effect on deferred tax assets and liabilities of a difference in estimated and actual tax rates is recognized as income or loss 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.

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The Company has elected to classify interest and penalties as part of income tax expense.

Refer to Note 8 for further discussion on income taxes.

Derivatives and Hedging

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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.

In accordance with ASC 810, holders of noncontrolling interests are considered to be equity holders in the consolidated company, pursuant to which noncontrolling interests are classified as part of equity, unless the noncontrolling interests are redeemable.

Certain redemptive features associated with the noncontrolling interests for The University of Kansas Health System – St.

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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.

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.

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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.

Francis 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.

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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 takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and converted into shares.

Diluted net income per share is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive.

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44,227 20,504

2,001,327 1,851,356

accumulated depreciation and amortization

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$ 935,769 $ 861,899

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.

Finance leases included in buildings and improvements were $ 39.9 million at each December 31, 2025 and 2024.

Finance leases included in equipment were $ 47.1 million and $ 39.0 million at December 31, 2025 and 2024, respectively.

Accumulated amortization related to building and equipment finance leases was $ 33.1 million and $ 27.7 million at December 31, 2025 and 2024, respectively.

Amortization expense related to building and equipment finance leases was $ 7.1 million, $ 6.8 million, and $ 6.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Depreciation and amortization of property and equipment, including finance leases, was $ 154.9 million, $ 146.3 million, and $ 140.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Related Party Transactions

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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

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.

located at the leased facilities.

Management believes it was in compliance with all financial covenants as of December 31, 2025 and 2024.

For the years ended December 31, 2025, 2024, and 2023, the Company recorded rent expense of $ 152.9 million, $ 149.2 million, and $ 145.9 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.

The Company leases real estate and equipment under operating and finance leases.

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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’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, while finance leases are comprised of medical equipment and certain hospital buildings.

The Company assesses the terms of each lease to determine its classification as operating or financing.

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Noncurrent lease liabilities

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.

The Company has excluded from the table above additional operating leases that had not yet commenced as of December 31, 2025 with aggregate rent payments of $ 63.7 million, which are primarily for leases of real estate.

These operating leases will commence during fiscal year 2026 with lease terms of 10 years to 15 years.

Long-Term Debt and Financing Matters

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As of December 31, 2025 and 2024, the senior secured term loan facility reflected an original issue discount (“OID”) of $ 5.1 million and $ 3.7 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.

As of December 31, 2025 and 2024, the 5.75 % Senior Notes reflected an OID of $ 0.3 million and $ 0.4 million, respectively.

Senior Secured Credit Facilities

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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 8, 2023, the Company amended the Term Loan B Credit Agreement to replace the London Interbank Offered Rate (“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.

The repricing reduced the applicable interest rate by 50 basis points from Term SOFR plus 3.25 % to Term SOFR plus 2.75 % and from the base rate plus 2.25 % to the base rate plus 1.75 %, and it eliminated the credit spread adjustment.

No modifications were made to the maturity of the loans as a result of the repricing, and all other terms of the Term Loan B Credit Agreement were

substantially unchanged.

On September 18, 2025, the Company executed an amendment to refinance the outstanding term loans under its Term Loan B Credit Agreement.

The amendment (i) reduced the applicable interest rate by 50 basis points from Term SOFR plus 2.75 % to Term SOFR plus 2.25 % and from the base rate plus 1.75 % to the base rate plus 1.25 %, (ii) extended the maturity date to September 18, 2032, (iii) increased the baskets for certain fixed dollar negative covenants and (iv) reestablished principal payments under the amended Term Loan B Facility, which are due in consecutive equal quarterly installments of 0.25 % of the refinanced $ 777.5 million principal amount beginning on December 31, 2025 (subject to certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon the new maturity date in September 2032.

Effective July 8, 2021, 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.

On April 21, 2023, the Company amended 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 amended the ABL Credit Agreement to increase the revolving commitment to $ 325.0 million and extend its maturity date to June 26, 2029.

On September 18, 2025, the Company further amended the ABL Credit Agreement to align its covenants to those in the amended Term Loan B Credit Agreement.

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):

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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;

• 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.

The current applicable margin under the Term Loan B Credit Agreement is equal to 1.25 % for base rate borrowings and 2.25 % for Term SOFR borrowings.

The $ 325.0 million senior secured asset-based revolving credit facility is comprised of two tranches:

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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 is determined based on the percentage of the average daily availability of the ABL Facilities.

The applicable margin for the non-UT Health East Texas ABL Facility loan ranges from 0.50 % to 1.00 % for base rate borrowings and 1.50 % to 2.00 % for Term SOFR borrowings.

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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 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.

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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

In addition, the guarantees of the Tenants are subject to an aggregated dollar cap amount.

The 2029 Notes Indenture provides that the 5.75 % Senior Notes are general senior unsecured obligations of the Issuer and are unconditionally guaranteed on a senior unsecured basis by the Company and certain subsidiaries of the Issuer.

In addition, the guarantees of the Tenants are subject to an aggregate 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:

The 5.75 % Senior Notes bear interest at a rate of 5.75 % per annum, which is payable semi-annually, in cash in arrears on January 15 and July 15 of each year.

The Issuer may redeem the 5.75 % Senior Notes, in whole or in part, at any time and from time to time, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions:

Date (if redeemed during the 12 month period beginning on July 15 of the years indicated below) Percentage

2025 101.438 %

2026 and thereafter 100.000 %

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.

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Future installments of long-term debt at December 31, 2025, excluding unamortized discounts and unamortized deferred financing costs, are as follows (in thousands):

Long-Term Debt

2026 $ 23,444

Interest Rate Swap Agreements

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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.

Unrealized gains or losses from the designated cash flow hedges and related tax effects are deferred in accumulated other comprehensive income ("AOCI") and recognized in earnings as the interest payments occur.

Hedges and derivative financial instruments may continue to be used in the future in order to manage interest rate exposure.

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The Company has entered into interest rate swap agreements to manage its exposure to fluctuations in interest rates.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected

cash flows of each derivative.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

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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 %.

On October 8, 2021, the Company executed interest rate swap agreements (the “October 2021 Agreements”) with Barclays Bank PLC and Bank of America, N.A.

as counterparties, with initial notional amounts totaling $ 529.0 million, effective August 31, 2023 and expiring June 30, 2026.

The notional amounts decline over time until expiration.

Under the October 2021 Agreements, the Company was required to make monthly fixed rate payments at annual rates ranging from 1.53 % to 1.55 %, and the counterparties were required to make monthly floating rate payments to the Company based on one-month LIBOR, each subject to a floor of 0.50 %.

Effective August 31, 2023, the Company amended the October 2021 Agreements to adjust the fixed rates and replace the LIBOR floating interest rate options with Term SOFR floating rate options.

Under the amended October 2021 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging from 1.47 % to 1.48 %, and the counterparties are obligated to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.39 %.

Under the amended October 2021 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging from 1.47 % to 1.48 % and the counterparties are required to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.39 %.

As of December 31, 2025, the notional amounts under the amended October 2021 Agreements were $ 280.9 million.

On February 5, 2025, the Company executed new interest rate swap agreements (the “February 2025 Agreements”) with Truist Bank and Royal Bank of Canada, as counterparties, with an effective date of June 30, 2025 and expiring June 26, 2029.

As of the effective date, the notional amounts totaled $ 0.6 million, and will accrete up to $ 400.4 million by June 30, 2026, when the amended October 2021 Agreements expire.

Under the February 2025 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging from 3.97 % to 3.98 % and the counterparties are required to make monthly floating rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.50 %.

As of December 31, 2025, the notional amounts under the February 2025 Agreements were $ 119.5 million.

The Company accounts for its interest rate swap agreements in accordance with ASC 815, Derivatives and Hedging .

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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 amended October 2021 Agreements and February 2025 Agreements are designated as cash flow hedges and recorded at fair value on the Company’s consolidated balance sheets with changes in fair value included in AOCI as a component of equity and reclassified into interest expense in the same periods during which the hedge transactions affect earnings.

The Company performs assessments of effectiveness for its cash flow hedges on a quarterly basis to confirm that the hedges continue to meet the highly effective criteria required to continue applying cash flow hedge accounting.

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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.

Realized gains and losses during the periods have been reclassified from AOCI to interest expense.

The following table presents the effects of derivatives in cash flow hedging relationships on the Company’s AOCI and earnings (in thousands):

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Classification 2025 2024 2023

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

Unrealized (loss) income recognized AOCI $ ( 7,296 ) $ 7,070 $ 5,416

Reclassification from AOCI into earnings Interest expense, net ( 10,765 ) ( 19,010 ) ( 16,203 )

Net change in AOCI $ ( 18,061 ) $ ( 11,940 ) $ ( 10,787 )

The Company estimates an additional $ 9.9 million will be reclassified as a reduction to interest expense during the year ended December 31, 2025.

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.

In the 12 months following December 31, 2025, the Company estimates that an additional $ 1.1 million will be reclassified as a reduction to interest expense.

As of December 31, 2025 and 2024, the fair value of the Company’s interest rate swap agreements reflected a net liability balance of $ 4.9 million and a net asset balance of $ 13.2 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):

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Other assets — 3,264

$ 13,178 $ 25,066

Total interest rate swap assets 2,891 13,178

Other accrued expenses and liabilities 1,750 —

Other long-term liabilities 6,024 —

Total interest rate swap liabilities 7,774 —

Fair value of interest rate swap agreements $ ( 4,883 ) $ 13,178

Significant components of the Company’s net deferred tax assets (liabilities) are as follows (in thousands):

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State net operating loss carryforward 8,380 8,560

Change in value of derivatives

Total deferred tax assets 376,902 383,852

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Valuation allowance for deferred tax assets ( 6,468 ) ( 6,431 )

Net deferred tax assets $ 12,321 $ 32,491

Net deferred tax (liabilities) assets $ ( 26,558 ) $ 12,321

At December 31, 2025 and 2024, the Company had federal net operating loss carryforwards for income tax purposes totaling $ 15.0 million and $ 11.3 million, respectively.

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Based on the analysis of positive and negative evidence, the Company recorded a valuation allowance of $ 6.5 million and $ 6.4 million at December 31, 2025 and 2024, respectively, for the uncertainty regarding the ability to utilize certain deferred tax assets.

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.

With respect to the change in valuation allowances, the Company recognized no federal tax expense or benefits during the years ended December 31, 2025 and 2024, and the Company recognized state tax expense of $ 0.1 million during each of the years ended December 31, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into federal law.

The Company evaluated the income tax effects of OBBBA in accordance with ASC 740 and recorded the impact in the period of enactment.

The provisions of OBBBA expected to have the most significance to the Company relate to amendments to the limitation of the deductibility of business interest under Internal Revenue Code §163(j) and modifications to bonus depreciation rules.

The OBBBA modifies §163(j) by changing the formula to calculate adjusted taxable income (“ATI”) to add back tax depreciation and amortization expense.

As a result of this change, the Company expects an increase in the amount of deductible business interest expense beginning in 2025.

The OBBBA modifies the bonus depreciation rules by reinstating 100% bonus depreciation for qualified property placed in service after January 19, 2025 and making changes to eligible asset classes.

As a result of this change, the Company expects an increase in the amount of tax depreciation expense beginning in 2025.

The Company's effective tax rate is not impacted by the OBBBA changes.

The Company's inventory of deferred tax assets and liabilities has been adjusted to reflect the impact of the OBBBA on future tax years.

The Company has considered the impact of the OBBBA on the realizability of deferred tax assets and determined that no valuation allowance was required as of December 31, 2025.

The OBBBA did not have a material impact on the Company's unrecognized tax benefits.

Significant components of the provision for income taxes are as follows (in thousands):

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Total provision $ 56,223 $ 63,352 $ 22,637

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):

The Company’s consolidated effective tax rate from continuing operations differed from the amounts computed using the federal statutory rate as set forth below (dollar amounts in thousands):

Years Ended December 31,

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Tax at federal statutory rate $ 60,135 21.0 % $ 76,243 21.0 % $ 31,839 21.0 %

$ 76,243 21.0 % $ 31,839 21.0 % $ 65,410 21.0 %

State taxes, net of federal benefits

State taxes, net of federal benefits (a)

12,191 4.3 9,758 2.7 4,217 2.8

Non-taxable or non-deductible items

Permanent differences 899 0.3 1,621 0.4 1,707 1.1

1,534 0.4 2,116 1.4 2,127 0.7

Equity-based and employee compensation limitations

3,545 1.0 — — — —

Executive and equity-based compensation limitations 4,676 1.6 3,545 1.0 190 0.1

Noncontrolling interests ( 19,761 ) ( 6.9 ) ( 18,099 ) ( 5.0 ) ( 15,171 ) ( 10.0 )

( 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 ) 664 0.5

( 9,210 ) ( 2.5 ) — — — —

Tax credits ( 382 ) ( 0.1 ) ( 464 ) ( 0.1 ) ( 1,001 ) ( 0.7 )

Other, net ( 1,535 ) ( 0.5 ) ( 42 ) — 192 0.1

$ 56,223 19.7 % $ 63,352 17.5 % $ 22,637 14.9 %

(a) State taxes in Oklahoma and Texas for 2025, Texas and New Mexico for 2024 and Texas for 2023 made up the majority (greater than 50%) of the tax effect in this category.

The Company paid the following income taxes (net of refunds) during the periods presented, which are disaggregated by federal and significant state jurisdictions (in thousands):

Years Ended December 31,

2025 2024 2023

Federal $ 23,999 $ 32,600 $ 14,000

Texas 5,481 4,605 4,900

New Mexico 3,030 2,130 —

New Jersey 2,080 — —

Other 1,920 2,268 533

Total $ 36,510 $ 41,603 $ 19,433

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.

At December 31, 2025, the Company had no liability for unrecognized tax benefits and no accrued interest expense.

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.

As of December 31, 2025, the Company has no ongoing or pending federal examinations for prior years and has an ongoing examination by the State of Idaho for the 2023 tax year.

Based on available information as of the reporting date, management does not expect the resolution of this examination to have a material impact on the Company's consolidated financial statements.

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.

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, 2025 and 2024, the refund claims are subject to ongoing Joint Committee on Taxation reviews.

As of December 31, 2025 and 2024, the Company has accrued $ 2.1 million and $ 0.8 million of interest income related to the refund claim respectively, which has been included as part of the Company's income tax expense.

The Company's tax years from 2022 through 2025 remain open to examination by federal and state taxing authorities.

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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

15,750,000 shares of common stock.

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 15,750,000 shares of common stock.

At December 31, 2025, there were 8,241,657 shares of common stock available for future grants under the Equity Plan.

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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.

There were no other significant modifications to awards during the years ended December 31, 2025, 2024 and 2023.

Capital Stock and Equity-Based Compensation

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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.

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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.

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, and, for certain awards, depending on the Company's TSR relative to a peer group.

Performance goals are measured cumulatively over a one-year or two-year performance period.

If the applicable target performance goal is met at the end of the 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 completes the remaining required 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.

A summary of all RSU and PRSU activity for the period July 17, 2024 to December 31, 2024 is as follows:

A summary of all RSU and PRSU activity for the period July 17, 2024 to December 31, 2024 and the year ended December 31, 2025 is as follows:

RSUs PRSUs Total RSUs and PRSUs Weighted Average Grant Date Fair Value

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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:

Granted 1,332,208 1,493,679 2,825,887 13.39

Vested ( 659,466 ) — ( 659,466 ) 16.54

Forfeited ( 221,123 ) ( 335,808 ) ( 556,931 ) 14.58

Outstanding, December 31, 2025 1,828,133 2,221,633 4,049,766 $ 14.61

A summary of all RSA activity for the period July 17, 2024 to December 31, 2024 and the year ended December 31, 2025 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

1 unchanged sentence

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.

Vested ( 939,366 ) 15.50

Forfeited ( 46,390 ) 15.32

Outstanding, December 31, 2025 1,808,270 $ 15.72

The Company recognized equity-based compensation expense of $ 39.3 million and $ 17.3 million during the year ended December 31, 2025 and the period from July 17, 2024 to December 31, 2024, respectively, related to these awards, 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 RSUs, PRSUs and RSAs that vested during the respective period.

The total fair value of RSUs and RSAs that vested during the year ended December 31, 2025 and the period from July 17, 2024 to December 31, 2024 was $ 19.7 million and $ 0.6 million, respectively.

Unrecognized equity-based compensation expense associated with unvested service-based awards, which consisted of RSAs and RSUs, as of December 31, 2025 was $ 38.4 million.

Unrecognized equity-based compensation expense associated with unvested performance-based awards, which consisted of PRSUs, as of December 31, 2025 was $ 17.6 million.

The weighted-average remaining recognition period for service-based awards and performance-based awards, respectively, was approximately 1.7 and 1.8 years as of December 31, 2025.

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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.

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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

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 equity value

of the Company was estimated using income and market valuation approaches, including recent sales of the Company’s common units.

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

Period from January 1, 2024 to July 16, 2024 and Year ended December 31, 2023

Expected volatility (1)

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(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:

A summary of all Class C unit activity for the period from January 1, 2024 to July 16, 2024 and the year ended December 31, 2023 is as follows:

Unvested Time-Based C Units Unvested Performance-Based C Units Total Unvested C Units Weighted Average Grant Date Fair Value

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Forfeited ( 425,066 ) ( 504,455 ) ( 929,521 ) 0.52

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 Company recognized equity-based compensation expense of $ 0.7 million and $ 0.9 million during the period from January 1, 2024 to July 16, 2024 and the year ended December 31, 2023, 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.

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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.

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.

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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.

These third party policies covered 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, 2025, 2024 and 2023.

At December 31, 2025 and 2024, the Company’s professional and general liability accrual for asserted and unasserted claims was $ 284.6 million and $ 240.0 million, respectively, of which $ 224.1 million and $ 206.0 million, respectively, were included in self-insured liabilities and $ 60.5 million and $ 34.0 million, respectively, were included in other accrued expenses and liabilities on the consolidated balance sheets.

2 unchanged sentences

The total costs for professional and general liability losses are based on the Company’s premiums and retention costs, and were $ 131.3 million, $ 63.0 million, and $ 55.5 million for the years ended December 31, 2025, 2024, and 2023, 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.

In connection with the Company’s periodic review of its professional liability accrual, with input from its third-party actuary, management considered the increasingly hostile medical malpractice environment, recent increases in settlement payments, and individual accruals for unresolved prior period claims and recorded losses of $ 51.3 million related to the emergence of adverse prior period claim developments, particularly with respect to the Company’s New Mexico market, combined with increased social inflationary pressures.

The loss was primarily attributable to recent settlements and ongoing litigation arising from a single provider who was employed between 2019 and 2022.

Management considers the impact of recent claim developments, actuarial inputs, advice of legal counsel, and other information pertinent to the matter to accrue an estimate for contingent liabilities when losses are both probable and reasonably estimable.

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.

4 unchanged sentences

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

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.

The Company purchases excess coverage for the occupational injury benefit 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, 2025 and 2024, the Company’s workers’ compensation liability accrual for asserted and unasserted claims was $ 25.7 million and $ 31.8 million, respectively, of which $ 16.4 million and $ 21.1 million, respectively, was included in self-insured liabilities and $ 9.3 and $ 10.7 , respectively, was included in other accrued expenses and liabilities on the consolidated balance sheets.

1 unchanged sentence

Such receivables were $ 12.9 million and $ 12.3 million at December 31, 2025 and 2024, respectively, of which $ 8.2 million and $ 8.2 million, respectively, was included in other assets and $ 4.7 million and $ 4.1 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.

The total costs for workers’ compensation liability losses are based on the Company’s premiums and retention costs, and were a benefit of $ 0.2 million, an expense of $ 8.0 million, and an expense of $ 6.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Employee Benefit Plans

4 unchanged sentences

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.

The Company's reserve for employee health costs includes amounts for reported claims, which are accrued upon occurrence, as well as a provision for incurred but not reported claims, which are estimated based on an average lag time and experience.

Accruals are based on the estimated ultimate cost of settlement, including claim settlement expenses.

9 unchanged sentences

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.

If the Company is party to any proceeding that, either individually or in the aggregate, is probable or reasonably possible of having a material, adverse effect on its results of operations, financial position, or liquidity, the Company discloses a summary of such contingencies including the amount or range of reasonably possible losses in excess of recorded amounts or that management is unable to reasonably estimate the amount or range of possible losses.

Apart from ongoing litigation related to the Company's professional liability claims described in Note 11, Self-Insured Liabilities, and ongoing securities litigation and derivative action described below, management does not believe that the Company is party to any proceeding that, either individually or in the aggregate, could have a material adverse effect on its business, financial condition, results of operations or liquidity.

However, in light of the inherent uncertainties involved, it is possible that the settlement of unresolved claims could have a material adverse impact on the Company's future results of operations, financial position, or liquidity.

Securities Litigation

On January 7, 2026, a purported stockholder filed a putative securities class action against the Company and certain current officers in the lawsuit styled Postiwala v.

Ardent Health, Inc., et al., Case No.

3:26-cv-00022, which is pending in the United States District Court for the Middle District of Tennessee, Nashville Division.

The complaint is brought on behalf of a putative class consisting of all persons (other than defendants) who purchased Company securities between July 18, 2024 and November 12, 2025, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder based on allegedly false and misleading statements and omissions.

Specifically, the complaint alleges that the Company incorrectly accounted for and reported on certain accounts receivable and certain insurance reserves during 2024 and 2025 which caused its stock price to be inflated.

The complaint seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate.

The Company intends to vigorously defend the claims made;

however, currently no assessment can be made as to the likely outcome.

At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case.

Derivative Action

On February 26, 2026, a shareholder derivative action styled Thompson v Sotir, et al, Case No 3:26-cv-00219 was filed in the United States District Court for Middle District of Tennessee, Nashville Division, against certain current officers and directors.

The Company is named as a nominal defendant only.

The factual basis of the complaint is largely the same as in the Postiwala case mentioned above but includes some additional allegations.

The complaint alleges breaches of fiduciary duties, gross mismanagement, waste of corporate assets, unjust enrichment, and violation of Section 14(a) of the Securities Exchange Act of 1934.

The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance reforms, recovery of fees and costs, and other relief that the court may find appropriate.

The Company intends to vigorously defend the claims made;

however, currently no assessment can be made as to the likely outcome.

At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case.

Cybersecurity Incident Litigation

In November 2023, the Company determined that a ransomware cybersecurity incident had impacted and disrupted a number of the Company’s operational and information technology systems (the “Cybersecurity Incident”).

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3:23-cv-01308 (M.D.

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.

The complaint for the consolidated class action, filed on behalf of approximately 38,000 individuals who alleged their personal information and protected health information were affected by the Cybersecurity Incident, generally asserted state common law claims of negligence, breach of implied contract, unjust enrichment, breach of fiduciary duty, and invasion of privacy with respect to how the Company managed sensitive data.

On October 4, 2024, the Company executed a settlement agreement to resolve the consolidated class action litigation.

On October 9, 2024, the District Court preliminarily approved the settlement 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.

On October 9, 2024, the District Court preliminarily approved the settlement.

Plaintiffs filed a Motion for Final Approval of the Settlement (“Motion for Final Approval”), which the Company did not oppose.

Following a hearing on the Motion for Final Approval that was conducted on August 1, 2025, the Court ordered class counsel, the settlement administrator and the Company to implement the agreed upon settlement of the consolidated case.

Pursuant to the settlement, the Company made settlement payments, the total of which did not have a material impact on the Company’s results of operations, financial position or liquidity, during the year ended December 31, 2025.

Upon entry of the Final Order, the clerk was ordered to close the case.

The Company received $ 21.5 million and $ 21.4 million of business insurance recovery proceeds related to the Cybersecurity Incident during the years ended December 31, 2025 and 2024, all of which was included in other non-operating gains on the Company's consolidated income statements.

The Company has acquired, and plans to continue to acquire, businesses with prior operating histories.

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As of December 31, 2025 and 2024, the Company maintained outstanding letters of credit of approximately $ 30.4 million and $ 37.0 million, respectively.

The Company has one reportable segment:

healthcare services.

The Company has one reportable segment, which is healthcare services.

The healthcare services segment generates revenues by delivering care to its customers, or patients, through its integrated network of hospitals, ambulatory facilities, and physician practices.

The Company's 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 Chief Operating Decision Maker ("CODM") is its President and Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance.

The Company’s CODM manages the operations on a consolidated basis to make decisions about overall Company resource allocation and to assess overall Company performance.

The CODM’s assessment of segment performance and allocation of segment resources is based on consolidated net income attributable to Ardent Health Partners, Inc.

The CODM's assessment of segment performance and allocation of segment resources is based on consolidated net income attributable to Ardent Health, Inc.

The CODM uses this consolidated profitability measure to monitor budget versus actual results, compare Company profitability period-over-period and make capital investment decisions.

The following table presents the composition of consolidated net income attributable to Ardent Health Partners, Inc.

The following table presents the composition of consolidated net income attributable to Ardent Health, Inc.

for the healthcare services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands):

9 unchanged sentences

1,255,275 1,090,732 997,842

Net income attributable to Ardent Health Partners, Inc.

Net income attributable to Ardent Health, Inc.

$ 135,811 $ 210,343 $ 53,904

(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.

(1) Other segment items included in net income attributable to Ardent Health, Inc.

for each of the periods presented primarily consists of rent expense, interest expense, depreciation and amortization, income tax expense, other operating expenses, government stimulus income, loss on extinguishment and modification of debt, 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.

As of December 31, 2025 and 2024, all of the Company’s long-lived assets were located in the United States, and for the years ended December 31, 2025, 2024, and 2023, all revenue was earned in the United States.

Earnings Per Share

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Net income per common share $ 0.96 $ 1.58 $ 0.43

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.

The following table sets forth the components of the denominator for the computation of basic and diluted net income per share for net income attributable to Ardent Health, Inc.

stockholders:

3 unchanged sentences

Effect of dilutive securities (1)

689,573 304,882 —

Weighted-average number of common shares - diluted 141,450,309 132,744,577 126,115,301

(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.

(1) The effect of dilutive securities does not reflect weighted-average potential common shares from restricted stock and restricted stock units of 1,531,526 and 183,566 for the years ended December 31, 2025 and 2024, respectively, because their effect was antidilutive as calculated under the treasury stock method.

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What changed 10-K

Item 9A. Controls and Procedures