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Item 5. Other Information

2024-11-07 compared with 2024-08-14 · 50 added, 43 removed, 28 unchanged (77% of the section changed)

OTHER INFORMATION

During the three months ended June 30, 2024, none of our directors or executive officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Exhibit Number Description

2.1* Plan of Conversion

During the three months ended September 30, 2024 , none of our directors or executive officers adopted , modified, or

terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item

408(a) of Regulation S-K.

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)

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)

(incorporated by reference to Exhibit 4.1 to the Registrant’s

Form S-8 filed on July 17, 2024)

Bylaws of Ardent Health Partners, Inc.

1 unchanged sentence

Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Form S-1/A filed on July 8, 2024)

10.1 Amendment No.

4 to Amended and Restated ABL Credit Agreement, dated June 26, 2024, among AHP Health Partners, Inc., AHS East Texas Health System, LLC, the Subsidiaries of AHP Health Partners, Inc.

and AHS East Texas Health System, LLC, as Borrowers, the Guarantors, the Incremental Lenders, the other Lenders and L/C Issuers party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.2# Twelfth Amendment to Master Lease and Guaranty of Master Lease, dated June 21, 2024, among certain wholly-owned affiliates of Ventas, Inc.

listed therein as “Landlord,” Ardent Health Partners, Inc.

and certain affiliated entities of Ardent Health Partners, Inc.

listed therein (incorporated by reference to Exhibit 10.25 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.3 First Amendment to Relative Rights Agreement, dated as of June 3, 2024, among Bank of America, N.A., as administrative agent under the ABL Credit Agreement, Bank of America, N.A., as collateral agent under the ABL Credit Agreement, Bank of America, N.A., as administrative agent under the Term Loan Agreement, certain wholly owned affiliates of Ventas, Inc.

listed therein as “Landlord,” Ardent Health Partners, Inc.

and certain affiliated entities of Ardent Health Partners, Inc.

listed therein (incorporated by reference to Exhibit 10.26 to the Registrant’s Form S-1 filed on June 21, 2024)

10.4# Amended and Restated Statement of Work #1, dated as of June 25, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc.

(incorporated by reference to Exhibit 10.30 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.5# Statement of Work #2, dated as of June 10, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc.

(incorporated by reference to Exhibit 10.31 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.6# Statement of Work #3, dated as of June 25, 2024, by and between Ensemble RCM, LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc.

(incorporated by reference to Exhibit 10.32 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.7† 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)

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)

Ardent Health Partners, Inc.

2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.37 to the Registrant’s Form S-1/A filed on July 8, 2024)

10.9†* Form of Restricted Stock Award Agreement (Replacement Unvested C-1 Units) under the 2024 Omnibus Incentive Awar d Plan

10.10†* Form of Restricted Stock Award Agreement (Replacement Unvested C-2 Units) under the 2024 Omnibus Incentive Award Plan

2024 Omnibus Incentive Award Plan (incorporated by reference to Exhibit 10.37 to the

Registrant’s Form S-1/A filed on July 8, 2024)

Form of Restricted Stock Award Agreement (Replacement Unvested C-1 Units) under the 2024 Omnibus Incentive Award

Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q filed on August 14,

Form of Restricted Stock Award Agreement (Replacement Unvested C-2 Units) under the 2024 Omnibus Incentive Award

Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q filed on August 14,

Form of Restricted Stock Unit Award Agreement (Employees) under the 2024 Omnibus Incentive Award Plan

10.12†* Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) 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)

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,

Form of Performance Based Restricted Stock Unit Award Agreement under the 2024 Omnibus Incentive Award Plan

10.14* Stock Ownership Guidelines

10.15†* Executive Severance Plan

10.16† Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.40 to the Registrant’s Form S-1/A filed on July 8, 2024)

(incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2024)

Stock Ownership Guidelines (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-

Q filed on August 14, 2024)

Executive Severance Plan (incorporated by reference to Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q

filed on August 14, 2024)

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.40 to the Registrant’s Form S-1/

A filed on July 8, 2024)

Strategic Advisory Services Letter Agreement, dated as of July 19, 2024, between EGI-AM Investments, L.L.C.

and Ardent Health Partners, Inc.

Ardent Health Partners, Inc.

(incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q

filed on August 14, 2024)

Nomination Agreement, dated as of July 19, 2024, among Ardent Health Partners, Inc., EGI-AM Investments, L.L.C.

and ALH Holdings, LLC

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)

REIT Savings Letter Agreement, dated as of July 19, 2024, by and between Ardent Health Partners, Inc.

and ALH Holdings, LLC

Table of Con tents

Exhibit Number Description

Holdings, LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q filed on

August 14, 2024)

Amendment No.

2 to Amended and Restated Term Loan Credit Agreement, dated as of September 18, 2024, among AHP

Health Partners, Inc., as Borrower, Ardent Health Partners, Inc., the Guarantors party thereto, the Lenders party thereto,

and Bank of America, N.A., as the Additional 2024 Term B Lender and as Administrative Agent

Certification of Principal Executive Officer pursuant to SEC Rule 13a 14(a)/15d 14(a)

1 unchanged sentence

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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)

Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

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)

Inline XBRL Taxonomy Extension Schema Document

4 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

# Portions of this exhibit (indicated by “[***]”) have been omitted as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the registrant treats as private or confidential.

# Portions of this exhibit (indicated by “[***]”) have been omitted as the registrant has determined that (i) the omitted information is not material and

(ii) the omitted information is the type that the registrant treats as private or confidential.

† Indicates a management contract or compensatory plan, contract or arrangement

1 unchanged sentence

** This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

Table of Con tents

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,

except to the extent specifically incorporated by reference into such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.

ARDENT HEALTH PARTNERS, INC.

August 14, 2024

November 7, 2024

/s/ Alfred Lumsdaine

Alfred Lumsdaine

Chief Financial Officer

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information