Ardent Health, Inc. 10-K

Item 3. Legal Proceedings Because we provide healthcare services in a highly regulated industry, we have been, are, and expect to continue to be, party to various lawsuits and regulatory investigations from time to time. In addition to the information set forth in this section, refer to the "Litigation and Regulatory Matters" section of Note 13, Commitments and Contingencies, in the notes to the consolidated financial statements contained elsewhere in this Annual Report. 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 our 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 we incorrectly accounted for and reported on certain accounts receivable and certain insurance reserves during 2024 and 2025 which caused our 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. We intend to vigorously defend the claims made; however, currently no assessment can be made as to the likely outcome. At this time, we are not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case. Derivative Action 55 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. Ardent Health, Inc. 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. We intend to vigorously defend the claims made; however, currently no assessment can be made as to the likely outcome. At this time, we are not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this case. Item 4. Mine Safety Disclosures Not applicable. 56 PART II