Ardent Health, Inc.
A healthcare company headquartered in Brentwood, Tennessee, that owns and operates hospitals and community care sites across six US states including Kansas, New Mexico, Oklahoma, and Texas. It was founded in 1993 by Edward Stack as the Behavioral Healthcare Corporation, and renamed "Ardent" — from the word meaning passionate — in 2005 after new owners steered it from mental-health facilities toward general acute-care hospitals. Today its hospitals treat patients in communities across the Midwest and the South.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Management's discussion and analysis of financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q for the quarter…
Management's discussion and analysis of financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (this "Quarterly Report") and our audited consolidated financial statements for the year ended December 31, 2025 and related notes contained in our Annual Report. The following discussion includes forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward- looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section titled "Risk Factors" included in the Annual Report. Unless otherwise indicated, all relevant financial and statistical information included herein relates to our consolidated operations. Additionally, unless the context indicates otherwise, Ardent Health, Inc. and its affiliates are referred to in this section as "we," "our," or "us." Forward-Looking Statements This Quarterly Report, including the following discussion, may contain certain "forward-looking statements," as that term is defined in the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other than statements of historical facts, including, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "could," "would," "will," "may," "can," "continue," "potential," "should" and the negative of these terms or other comparable terminology often identify forward-looking statements. When reviewing the discussion below, you should keep in mind the risks and uncertainties that could impact our business. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risk factors and other cautionary statements described under the heading "Risk Factors" included in the Annual Report. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this Quarterly Report or implied by past results and trends. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those contemplated include, among others: (1) general economic and business conditions, both nationally and in the regions in which we operate, including the impact of challenging macroeconomic conditions and inflationary pressures, current geopolitical instability, and impacts from the imposition of, or changes in, tariffs, as well as the potential impact on us of uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed payments, that could have an adverse effect on our revenues and business; (3) reduction in the reimbursement rates paid by commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients; (4) effects of changes in healthcare policy or legislation, including the One Big Beautiful Bill Act (the "OBBBA") and any other reforms that have or may be undertaken by the current presidential administration, and legal and regulatory restrictions on our hospitals that have physician owners; (5) the ability to achieve operating and financial targets, develop and execute mitigation plans to offset to the extent possible impacts from the OBBBA, the expiration of temporary enhanced subsidies for individuals eligible to purchase insurance coverage through health insurance marketplaces and imposition of tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services; (6) security threats, catastrophic events and other disruptions affecting our, our service providers’ or our joint venture ("JV") partners’ information technology and related systems, which have adversely affected, and could in the future adversely affect, our relationships with patients and business partners and subject us to legal claims and liabilities, reputational harm and business disruption and adversely affect our financial condition; (7) the highly competitive nature of the healthcare industry and continued industry trends towards clinical transparency and value-based purchasing may impact our competitive position; (8) inability to recruit and retain quality physicians and increased labor costs resulting from increased competition for staffing or a continued or increased shortage of experienced nurses, as well as the loss of key personnel, including key members of our management team; (9) changes to physician utilization practices and treatment methodologies and other factors outside our control that impact demand for medical services and may reduce our revenues and ability to grow profitability; (10) continued industry trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers; (11) inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits; (12) 20 Table of Contents liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient facilities or other business operations; (13) exposure to certain risks and uncertainties by the JVs through which we conduct a significant portion of our operations, including anticipated synergies of past acquisitions and the risk that transactions may not receive necessary government clearances; (14) failure to obtain drugs and medical supplies at favorable prices or sufficient volumes; (15) operational, legal and financial risks associated with outsourcing functions to third parties; (16) our facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive conditions and changes in those states; (17) negative impact of severe weather, climate change, and other factors beyond our control, which could restrict patient access to care or cause one or more facilities to close temporarily or permanently; (18) risks related to the Master Lease with Ventas ("Ventas Master Lease") and its restrictions and limitations on our business; (19) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms; (20) our failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our operations in response to changing laws and regulations; (21) the impact of governmental claims or governmental investigations, payor audits and litigation brought against our hospitals, physician practices, outpatient facilities or other business operations; (22) actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements; (23) the impact of a deterioration of public health conditions associated with a future pandemic, epidemic or outbreak of infectious disease; (24) actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations and financial condition; (25) inability to or delay in building, acquiring, selling, renovating or expanding our healthcare facilities; (26) failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and accreditation requirements; (27) the results of our efforts to use technology, including artificial intelligence ("AI") and machine learning, to drive efficiencies, better outcomes and an enhanced patient experience; (28) our status as a controlled company; (29) conflicts of interest between our controlling stockholder and other holders of our common stock; and (30) other risk factors described in our filings with the SEC, including the Annual Report. We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this Quarterly Report are based on management's current beliefs, expectations, and projections about future events and trends affecting our business, results of operations, financial condition, and prospects. These statements are subject to risks, uncertainties, and other factors described in the "Risk Factors" section of the Annual Report. We operate in a competitive and rapidly changing environment where new risks and uncertainties can emerge, making it impossible to predict all potential impacts on our forward-looking statements. Consequently, actual results may differ materially from those described. The forward-looking statements pertain only to the date they are made, and we do not undertake any obligation to update them to reflect new information or events unless required by law. You are advised not to place undue reliance on these statements and to consult any additional disclosures we may provide through our other filings with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Overview We are a leading provider of healthcare services in the United States, operating in eight growing mid-sized urban markets across six states: Texas, Oklahoma, New Mexico, New Jersey, Idaho and Kansas. As of June 30, 2026, we deliver care through a system of 30 acute care hospitals and more than 280 sites of care with over 2,000 employed and affiliated providers. Affiliated providers are physicians and advanced practice providers with whom we contract for services through a professional services agreement or other independent contractor agreement. We hold a leading position in a majority of our markets, and we believe we are one of the leading healthcare systems based on market share and our integrated network of hospitals, ambulatory facilities, and physician practices. We operate either independently or in partnership with premier academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation through our well-established and differentiated JV model. Collectively, we operate as a unified organization with a consumer-centric approach to caring for our patients and our communities. Our strategic JV partners offer us significant advantages, including expanded access points, clinical talent availability, local brand recognition, and scale that enable us to accelerate market penetration. We believe that we help our partners enhance their network and regional presence through our operational acumen. We strive to strengthen clinical services, drive operating improvements, and centrally manage operations to optimize hospital performance and enhance patient care. In each of these partnerships, we are the majority owner and serve as the day- to-day operator. 21 Table of Contents Recent Developments Regulatory Update On July 4, 2025, Congress passed the OBBBA, its budget reconciliation act for fiscal year 2025. The OBBBA includes provisions that may impact our financial performance and may substantially modify certain federal statutes and regulations to which our operations are subject. The OBBBA provisions that may impact us have varying effective dates, and we are unable to predict whether or how future legislation, rulemaking, or judicial action will impact implementation of the OBBBA. Of particular relevance to us, the OBBBA may reduce the federal government's overall Medicaid expenditures and tighten Medicaid eligibility requirements. The law limits eligibility for Medicaid by imposing work or community engagement requirements for adults under 65 years old in Medicaid expansion states, including states with waiver-based expansions, subject to limited exceptions, and requires eligibility redeterminations at least every six months for the Medicaid expansion state population. State compliance is required by December 31, 2026. In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds received by state Medicaid programs. The law prohibits states from establishing new provider assessments or taxes, or increasing the rates of existing provider assessments, for state fiscal years beginning after October 1, 2026, while also limiting the structure and application of such assessments. The OBBBA also directs the U.S. Department of Health and Human Services to revise regulations governing state directed payment ("SDP") arrangements to cap total payment rates paid by Medicaid managed care organizations for certain services at Medicare payment rates instead of average commercial rates and imposes lower caps in Medicaid expansion states. The revised regulations apply to SDP arrangements established on or after July 4, 2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under grandfathered programs will be reduced beginning January 1, 2028. The OBBBA also made significant changes to the U.S. federal tax law. Significant tax provisions of the OBBBA that will impact us include (i) the return to the EBITDA formula used to calculate the business interest expense limitation under Internal Revenue Code ("IRC") Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying property placed in service after January 19, 2025. The provisions of the OBBBA are not expected to have a material impact on our effective tax rate. Because our facilities rely in part on reimbursement from federal health care programs, including Medicaid, for the reimbursement of services rendered, these changes may have a negative impact on our financial performance. Ongoing budgetary uncertainties and continued efforts to reduce the federal deficit may result in further payment reductions to both Medicaid and Medicare programs. For example, legislation that increases the federal deficit in the future could result in automatic sequestration under the Pay-As-You-Go Act of 2010, which could result in cuts to Medicare reimbursement of up to 4% if Congress does not take action to waive the sequestration. In addition to changes made to federal healthcare programs, the OBBBA contains policy changes that are expected to decrease the number of individuals who obtain health insurance from Affordable Care Act ("ACA") marketplace exchanges. For example, the OBBBA effectively ends automatic renewals of coverage by requiring pre-enrollment verification of eligibility. In addition to ending automatic renewals of ACA plans, the federal enhanced subsidies of ACA marketplace exchange-based plans expired at the end of 2025 and were not extended by the OBBBA, which is likely to result in significant cost increases for ACA plans. We also expect these reforms to ACA marketplace exchange-based plans to adversely impact results in 2026, partially offset by our ongoing resiliency and cost reduction initiatives. In September 2025, the Centers for Medicare & Medicaid Services ("CMS") began implementing the Rural Health Transformation Program ("RHTP"), a federal initiative established by the OBBBA to support the stabilization and modernization of healthcare delivery in rural communities nationwide. CMS indicated that funding allocations will be made available to all 50 states, with states responsible for determining the structure and timing of distributions to eligible healthcare participants. The RHTP authorizes total federal funding of $50 billion to be distributed over five federal fiscal years, with $10 billion available annually from federal fiscal years 2026 through 2030. Funding may be awarded by states through subawards, subcontracts, or other arrangements, including payments for qualifying healthcare items and services, subject to program requirements, funding policies, and other limitations. All authorized funds must be expended by October 1, 2032. The RHTP is intended, in part, to mitigate the impact of certain Medicaid funding reductions enacted as part of the OBBBA. However, the total funding available under the program is expected to be significantly less than the aggregate Medicaid spending reductions included in the legislation, and there can be no assurance regarding the amount or timing of any RHTP funding that may ultimately be available to providers. We are eligible to participate in the RHTP in all of the states in which we operate, and we will continue to monitor state‑level program development and funding opportunities as implementation progresses. During the six months ended June 30, 2026, no RHTP funds were obligated to or received by us. 22 Table of Contents Key Factors Impacting Our Results of Operations Staffing and Labor Our operations are dependent on the efforts, abilities and experience of our management and medical support personnel, such as nurses, pharmacists and lab technicians, as well as our physicians. We compete with other healthcare providers in recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our hospitals and other facilities, including nurses and other non-physician healthcare professionals. At times, the availability of nurses and other medical support personnel has been a significant operating issue for healthcare providers, including at certain of our facilities. The impact of labor shortages across the healthcare industry may result in other healthcare facilities, such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to such facilities and further exacerbate the demand on our resources, supplies and staffing. We contract with various third parties who provide hospital-based physicians. Third party providers of hospital-based physicians, including those with whom we contract, have experienced significant disruption in the form of regulatory changes, including those stemming from enactment of the No Surprises Act, challenging labor market conditions resulting from a shortage of physicians and inflationary wage-related pressures, as well as increased competition through consolidation of physician groups. In some instances, providers of outsourced medical specialists have become insolvent and unable to fulfill their contracts with us for providing hospital-based physicians. The success of our hospitals depends in part on the adequacy of staffing, including through contracts with third parties. If we are unable to adequately contract with providers, or the providers with whom we contract become unable to fulfill their contracts, our admissions may decrease, and our operating performance, capacity and growth prospects may be adversely affected. Further, our efforts to mitigate the potential impact on our business from third party providers who are unable to fulfill their contracts to provide hospital-based physicians, including through acquisitions of outsourced medical specialist businesses, employment of physicians and re-negotiation or assumption of existing contracts, may be unsuccessful. These developments with respect to providers of outsourced medical specialists, and our inability to effectively respond to and mitigate the potential impact of such developments, may disrupt our ability to provide healthcare services, which may adversely impact our business, financial condition and results of operations. We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we operate. In some of our markets, employers across various industries have increased minimum wages, which has created more competition and, in some cases, higher labor costs for this sector of employees. Supplemental Payments We receive a significant portion of our revenues from Medicare and Medicaid, and these programs are subject to extensive regulation and frequent changes. Several states in which we operate utilize Medicaid supplemental payment programs requiring periodic CMS approval to provide funding that is separate from base rates. These payments help offset shortfalls in Medicaid reimbursement but generally do not cover the full cost of providing care, particularly after considering state and local provider taxes used to fund the non‑federal share of Medicaid spending. States and federal agencies continue to review and adjust supplemental payment structures, and some states have proposed modifications as part of their annual renewal process with CMS. Recent federal legislation also introduces new limits on the financing and payment levels for certain programs, which may result in decreased revenue from certain Medicaid supplemental payment programs in future periods once program changes take effect. During the three months ended June 30, 2026 and 2025, we recorded revenue of $197.1 million and $254.9 million, respectively, related to Medicaid supplemental payment programs. The decrease in revenue from Medicaid supplemental payment programs was primarily attributable to the delayed renewal of New Mexico's program during the prior year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025. During the six months ended June 30, 2026 and 2025, we recorded revenue of $384.9 million and $363.8 million, respectively, related to Medicaid supplemental payment programs. Seasonality We typically experience higher patient volumes and revenue in the fourth quarter of each year in our acute care facilities. We typically experience such seasonal volume and revenue peaks because more people generally become ill during the winter months, which in turn results in significant increases in the number of patients we treat during those months. In addition, revenue in the fourth quarter is also impacted by increased utilization of services due to annual deductibles, which are not usually met until later in the year, and patient utilization of their healthcare benefits before they expire at year-end. 23 Table of Contents Inflation The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures in an attempt to curb increases in operating costs and expenses. We have generally offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of providing health insurance benefits to our employees. Geographic Concentration The information below provides an overview of our operations in certain markets as of June 30, 2026. Texas. We operated 13 acute care hospital facilities (including one managed hospital that is owned by The University of Texas Health Science Center at Tyler, an affiliate of The University of Texas System) with 1,436 licensed beds that serve the areas of Tyler, Amarillo and Killeen, Texas. For the six months ended June 30, 2026, we generated 35.3% of our total revenue in the Texas market. Oklahoma. We operated eight acute care hospital facilities with 1,173 licensed beds that serve the area of Tulsa, Oklahoma. For the six months ended June 30, 2026, we generated 22.9% of our total revenue in the Oklahoma market. New Mexico. We operated five acute care hospital facilities with 619 licensed beds that serve the areas of Albuquerque and Roswell, New Mexico. For the six months ended June 30, 2026, we generated 17.9% of our total revenue in the New Mexico market. New Jersey. We operated two acute care hospital facilities with 476 licensed beds that serve the areas of Montclair and Westwood, New Jersey. For the six months ended June 30, 2026, we generated 10.3% of our total revenue in the New Jersey market. Other Industry Trends The demand for healthcare services continues to be impacted by the following trends: •A growing focus on healthcare spending by consumers, employers and insurers, who are actively seeking lower-cost care solutions; •A shift in patient volumes from inpatient to outpatient settings due to technological advancements and demand for care that is more convenient, affordable and accessible; •The growing aged population, which requires greater chronic disease management and higher-acuity treatment; and •Ongoing consolidation of providers and insurers across the healthcare industry. Additionally, the healthcare industry, particularly acute care hospitals, continues to be subject to ongoing regulatory uncertainty. Changes in federal or state healthcare laws, regulations, funding policies or reimbursement practices, especially those involving reductions to government payment rates or limitations on what providers may charge, could significantly impact future revenue and operations. For example, the No Surprises Act prohibits providers from charging patients an amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited exceptions. For services for which balance billing is prohibited, the No Surprises Act includes provisions that may limit the amounts received by out-of-network providers from health plans. Any reduction in the rates that we can charge or amounts we can receive for our services will reduce our total revenue and our operating margins. Results of Operations Revenue and Volume Trends Our revenue depends upon inpatient occupancy levels, ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures and the charges and negotiated payment rates for such services. Total revenue is comprised of net patient service revenue and other revenue. We recognize patient service revenue in the period in which we provide services. Patient service revenue includes amounts we estimate to be reimbursable by Medicare, 24 Table of Contents Medicaid and other payors under provisions of cost or prospective reimbursement formulas in effect. The amounts we receive from these payors are generally less than the established billing rates, and we report patient service revenue net of these differences (contractual adjustments) at the time we render the services. We also report patient service revenue net of the effects of other arrangements where we are reimbursed for services at less than established rates, including certain self-pay adjustments provided to uninsured patients. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amount expected to be collected. Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the same prior year period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in net patient service revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted admission was primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental payment programs of $57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's Medicaid supplemental payment program during the prior year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025. Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the same prior year period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in adjusted admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period. A key competitive strength and a significant component of our growth strategy has been our well-established and differentiated JV model, which has resulted in partnerships with premier academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation. During the three months ended June 30, 2026 and 2025, total revenue related to these entities was $464.7 million and $460.0 million, respectively, which represented 28.6% and 28.0%, respectively, of our total revenue for such periods. During the six months ended June 30, 2026 and 2025, total revenue related to these entities was $934.9 million and $888.6 million, respectively, which represented 29.0% and 28.3%, respectively, of our total revenue for such periods. The following table provides the sources of our total revenue by payor: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Medicare 40.2% 39.1% 41.0% 39.5% Medicaid 9.8% 9.7% 9.9% 9.9% Other managed care 42.4% 44.0% 42.6% 43.6% Self-pay and other 6.0% 5.6% 5.1% 5.4% Net patient service revenue 98.4% 98.4% 98.6% 98.4% Other revenue 1.6% 1.6% 1.4% 1.6% Total revenue 100.0% 100.0% 100.0% 100.0% 25 Table of Contents Operating Results Summary for the Three Months Ended June 30, 2026 and 2025 The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as a percentage of total revenue. Three Months Ended June 30, (Unaudited, dollars in thousands) 2026 2025 Amount % Amount % Total revenue $1,622,245 100.0% $1,645,280 100.0% Expenses: Salaries and benefits 676,186 41.7% 671,697 40.8% Professional fees 327,843 20.2% 297,012 18.1% Supplies 279,621 17.2% 270,639 16.4% Rents and leases 27,957 1.7% 27,825 1.7% Rents and leases, related party 38,686 2.4% 37,819 2.3% Other operating expenses 174,838 10.8% 163,698 10.0% Interest expense 12,569 0.8% 14,729 0.9% Depreciation and amortization 41,342 2.5% 39,309 2.4% Other non-operating losses — 0.0% 560 0.0% Total operating expenses 1,579,042 97.3% 1,523,288 92.6% Income before income taxes 43,203 2.7% 121,992 7.4% Income tax expense 8,514 0.6% 26,291 1.6% Net income 34,689 2.1% 95,701 5.8% Net income attributable to noncontrolling interests 17,790 1.1% 22,751 1.4% Net income attributable to Ardent Health, Inc. $16,899 1.0% $72,950 4.4% Operating Results Summary for the Six Months Ended June 30, 2026 and 2025 The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as a percentage of total revenue. Six Months Ended June 30, (Unaudited, dollars in thousands) 2026 2025 Amount % Amount % Total revenue $3,224,115 100.0% $3,142,514 100.0% Expenses: Salaries and benefits 1,337,617 41.5% 1,329,349 42.3% Professional fees 644,913 20.0% 577,869 18.4% Supplies 548,174 17.0% 529,494 16.8% Rents and leases 55,038 1.7% 55,586 1.8% Rents and leases, related party 77,372 2.4% 75,869 2.4% Other operating expenses 339,989 10.5% 294,465 9.5% Interest expense 24,780 0.8% 28,905 0.9% Depreciation and amortization 84,328 2.6% 75,510 2.4% Other non-operating gains (5,890) (0.2%) (20,723) (0.7%) Total operating expenses 3,106,321 96.3% 2,946,324 93.8% Income before income taxes 117,794 3.7% 196,190 6.2% Income tax expense 24,617 0.8% 41,524 1.3% Net income 93,177 2.9% 154,666 4.9% Net income attributable to noncontrolling interests 36,428 1.1% 40,333 1.3% Net income attributable to Ardent Health, Inc. $56,749 1.8% $114,333 3.6% 26 Table of Contents The following table provides information on certain drivers of our total revenue: Three Months Ended June 30, Six Months Ended June 30, 2026 % Change 2025 2026 % Change 2025 Operating Statistics Total revenue (in thousands) $1,622,245 (1.4)% $1,645,280 $3,224,115 2.6% $3,142,514 Hospitals operated (at period end) (1) 30 0.0% 30 30 0.0% 30 Licensed beds (at period end) (2) 4,281 0.0% 4,281 4,281 0.0% 4,281 Utilization of licensed beds (3) 49% (2.0)% 50% 50% 0.0% 50% Admissions (4) 41,104 (1.0)% 41,535 82,036 (1.1)% 82,924 Adjusted admissions (5) 89,326 2.5% 87,167 175,570 2.3% 171,703 Inpatient surgeries (6) 9,106 (7.5)% 9,840 18,362 (3.8)% 19,090 Outpatient surgeries (7) 22,649 (0.9)% 22,860 44,735 0.4% 44,572 Total surgeries 31,755 (2.9)% 32,700 63,097 (0.9)% 63,662 Emergency room visits (8) 156,896 0.2% 156,622 313,064 (1.5)% 317,871 Patient days (9) 189,223 (2.8)% 194,738 386,352 (1.2)% 390,952 Total encounters (10) 1,581,207 6.0% 1,491,905 3,145,321 6.9% 2,942,534 Average length of stay (11) 4.60 (1.7)% 4.68 4.71 0.0% 4.71 Net patient service revenue per adjusted admission (12) $17,864 (3.9)% $18,581 $18,111 0.6% $18,001 (1)"Hospitals operated (at period end)." This metric represents the total number of hospitals operated by us at the end of the applicable period, irrespective of whether the hospital real estate is (i) owned by us, (ii) leased by us or (iii) held through a controlling interest in a JV. This metric includes the managed clinical operations of the hospital at UT Health North Campus in Tyler, Texas ("UT Health North Campus Tyler"), a hospital owned by The University of Texas Health Science Center at Tyler ("UTHSCT"), an affiliate of The University of Texas System. Since we only manage the clinical operations of UT Health North Campus Tyler, the financial results of such entity are not consolidated by us. (2)"Licensed beds (at period end)." This metric represents the total number of beds for which the appropriate state agency licenses a facility, regardless of whether the beds are actually available for patient use. (3)"Utilization of licensed beds." This metric represents a measure of the actual utilization of our inpatient facilities, computed by (i) dividing patient days by the number of days in each period, and (ii) further dividing that number by average licensed beds, which is calculated by dividing total licensed beds (at period end) by the number of days in the period, multiplied by the number of days in the period the licensed beds were in existence. (4)"Admissions." This metric represents the number of patients admitted for inpatient treatment during the applicable period. (5)"Adjusted admissions." This metric is used by management as a general measure of combined inpatient and outpatient volume. Adjusted admissions provides management with a key performance indicator that considers both inpatient and outpatient volumes by applying an inpatient volume measure (admissions) to a ratio of gross inpatient and outpatient revenue to gross inpatient revenue. Gross inpatient and outpatient revenue reflect gross inpatient and outpatient charges prior to estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. The calculation of adjusted admissions is summarized as follows: Adjusted Admissions = Admissions x (Gross Inpatient Revenue + Gross Outpatient Revenue) Gross Inpatient Revenue (6)"Inpatient surgeries." This metric represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management, c- sections, and certain diagnostic procedures are excluded from inpatient surgeries. (7)"Outpatient surgeries." This metric represents the number of surgeries performed on patients who have not been admitted to our hospitals. Pain management, c- sections, and certain diagnostic procedures are excluded from outpatient surgeries. (8)"Emergency room visits." This metric represents the total number of patients provided with emergency room treatment during the applicable period. (9)"Patient days." This metric represents the total number of days of care provided to patients admitted to our hospitals during the applicable period. (10)"Total encounters." This metric represents the total number of events where healthcare services are rendered resulting in a billable event during the applicable period. This includes both hospital and ambulatory patient interactions. (11)"Average length of stay." This metric represents the average number of days admitted patients stay in our hospitals. (12)"Net patient service revenue per adjusted admission." This metric represents net patient service revenue divided by adjusted admissions for the applicable period. Net patient service revenue reflects gross inpatient and outpatient charges less estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. Overview of the Three Months Ended June 30, 2026 Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the same prior year period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in net patient service revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted admission was 27 Table of Contents primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental payment programs of $57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's Medicaid supplemental payment program during the prior year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025. Total operating expenses increased $55.8 million, and 4.7% as a percentage of total revenue, for the three months ended June 30, 2026 compared to the same prior year period. When total revenue for the three months ended June 30, 2025 is normalized to exclude $54.9 million of revenue related to the additional quarter of New Mexico supplemental payment program revenue, total operating expenses increased 1.5% as a percentage of total revenue for the three months ended June 30, 2026 compared to the same prior year period. The increase in total operating expenses as a percentage of total revenue was primarily driven by increases in professional fees related to higher costs for hospital-based providers due to rising physician-related expenses. Comparison of the Three Months Ended June 30, 2026 and 2025 Total revenue — Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the same prior year period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in net patient service revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted admission was primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental payment programs of $57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's Medicaid supplemental payment program during the prior year, which corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025. Salaries and benefits — Salaries and benefits as a percentage of total revenue were 41.7% for the three months ended June 30, 2026 compared to 40.8% for the same prior year period. When total revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, salaries and benefits as a percentage of total revenue were 42.2% for the three months ended June 30, 2025. The decrease in salaries and benefits as a percentage of total revenue, normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the prior year period, was primarily attributable to the ongoing execution of strategic productivity initiatives, including a reduction in contract labor of 41.6% compared to the prior year period. Professional fees — Professional fees as a percentage of total revenue were 20.2% for the three months ended June 30, 2026 compared to 18.1% for the same prior year period. When total revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, professional fees as a percentage of total revenue was 18.7% for the three months ended June 30, 2025. The increase in professional fees as a percentage of total revenue, normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the prior year period, was primarily attributable to higher costs for hospital-based providers due to rising physician-related expenses during the three months ended June 30, 2026 compared to the same prior year period. Supplies — Supplies as a percentage of total revenue were 17.2% for the three months ended June 30, 2026 compared to 16.4% for the same prior year period. When total revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, supplies as a percentage of total revenue was 17.0% for the three months ended June 30, 2025. Rents and leases — Rents and leases were $28.0 million for each of the three months ended June 30, 2026 and 2025. Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master Lease, under which we lease 10 of our facilities, and other lease agreements with Ventas for certain medical office buildings. Rents and leases, related party, were $38.7 million and $37.8 million for the three months ended June 30, 2026 and 2025, respectively. Other operating expenses — Other operating expenses as a percentage of total revenue were 10.8% for the three months ended June 30, 2026 compared to 10.0% for the same prior year period. Other operating expenses are comprised primarily of repairs and maintenance, utilities, insurance (including professional liability insurance) and provider assessments. When total revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, other operating expenses as a percentage of total revenue 28 Table of Contents were 10.4% for the three months ended June 30, 2025. The increase in other operating expenses as a percentage of total revenue, normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue during the prior year period, was primarily due to increases in provider assessments related to Medicaid supplemental payment programs and professional and general liability expense compared to the same prior year period. Interest expense — Interest expense was $12.6 million and $14.7 million for the three months ended June 30, 2026 and 2025, respectively. Other non-operating losses — Other non-operating losses were $0.6 million for the three months ended June 30, 2025. Income tax expense — We recorded income tax expense of $8.5 million, which equates to an effective tax rate of 19.7%, for the three months ended June 30, 2026 compared to income tax expense of $26.3 million, which equates to an effective tax rate of 21.6%, for the same prior year period. The decrease in the effective tax rate was driven by an increase in noncontrolling interest earnings as a percentage of pre-tax income. Net income attributable to noncontrolling interests — During the three months ended June 30, 2026 and 2025, net income attributable to noncontrolling interests was $17.8 million and $22.8 million, respectively, which consisted of net income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited liability companies ("LLCs") and consolidated by us. Income from operations before income taxes related to these LLCs was $57.7 million and $68.0 million for the three months ended June 30, 2026 and 2025, respectively. Overview of the Six Months Ended June 30, 2026 Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the same prior year period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in adjusted admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period. Total operating expenses increased $160.0 million, and increased 2.5% as a percentage of total revenue, for the six months ended June 30, 2026 compared to the same prior year period. The increase in total operating expenses as a percentage of total revenue was primarily attributable to increases in professional fees driven by higher costs for hospital-based providers due to rising physician-related expenses and other operating expenses driven by increases in provider assessments related to Medicaid supplemental payment programs and professional and general liability expense compared to the same prior year period. Comparison of the Six Months Ended June 30, 2026 and 2025 Total revenue — Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the same prior year period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in adjusted admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period. Salaries and benefits — Salaries and benefits as a percentage of total revenue were 41.5% for the six months ended June 30, 2026 compared to 42.3% for the same prior year period. The decrease in salaries and benefits as a percentage of total revenue was primarily attributable to the ongoing execution of strategic productivity initiatives, including a reduction in contract labor of 41.5% compared to the same prior year period. Professional fees — Professional fees as a percentage of total revenue were 20.0% for the six months ended June 30, 2026 compared to 18.4% for the same prior year period. The increase in professional fees as a percentage of total revenue was primarily attributable to higher costs for hospital-based providers due to rising physician-related expenses during the six months ended June 30, 2026 compared to the same prior year period. 29 Table of Contents Supplies — Supplies as a percentage of total revenue were 17.0% for the six months ended June 30, 2026 compared to 16.8% for the same prior year period. Rents and leases — Rents and leases were $55.0 million and $55.6 million for the six months ended June 30, 2026 and 2025, respectively. Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings. Rents and leases, related party, were $77.4 million and $75.9 million for the six months ended June 30, 2026 and 2025, respectively. Other operating expenses — Other operating expenses as a percentage of total revenue were 10.5% for the six months ended June 30, 2026 compared to 9.5% for the same prior year period. The increase in other operating expenses as a percentage of total revenue was primarily due to increases in provider assessments related to Medicaid supplemental payment programs and professional and general liability expense compared to the same prior year period. Interest expense — Interest expense was $24.8 million and $28.9 million for the six months ended June 30, 2026 and 2025, respectively. Other non-operating gains — Other non-operating gains were $5.9 million and $20.7 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2025, other non-operating gains included a gain on business interruption insurance proceeds of $21.5 million related to a cybersecurity incident that impacted our operations and information technology systems in November 2023 (the "Cybersecurity Incident"). Income tax expense — We recorded income tax expense of $24.6 million, which equates to an effective tax rate of 20.9%, for the six months ended June 30, 2026 compared to income tax expense of $41.5 million, which equates to an effective tax rate of 21.2%, for the same prior year period. Net income attributable to noncontrolling interests — During the six months ended June 30, 2026 and 2025, net income attributable to noncontrolling interests was $36.4 million and $40.3 million, respectively, which consists of net income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited liability companies and consolidated by us. Income from operations before income taxes related to these limited liability companies was $120.6 million and $130.6 million for the six months ended June 30, 2026 and 2025, respectively. 30 Table of Contents Supplemental Non-GAAP Information We have included certain financial measures that have not been prepared in a manner that complies with U.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA and Adjusted EBITDAR. We define these terms as follows: Performance Measure •"Adjusted EBITDA" is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and excludes the effects of other non-operating losses; Cybersecurity Incident recoveries, net of incremental information technology and litigation costs; certain legal matters and related costs; other expenses, including development, restructuring and enterprise system conversion costs; equity-based compensation expense; and loss (income) from disposed operations. See "Supplemental Non-GAAP Performance Measure." Valuation Measure •"Adjusted EBITDAR" is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real estate investment trusts ("REITs"), which consists of rent expense pursuant to the Ventas Master Lease, lease agreements with Ventas for 18 medical office buildings and a lease arrangement with Medical Properties Trust, Inc. ("MPT") for Hackensack Meridian Mountainside Medical Center. See "Supplemental Non-GAAP Valuation Measure." Supplemental Non-GAAP Performance Measure Adjusted EBITDA is a non-GAAP performance measure used by our management and external users of our financial statements, such as investors, analysts, lenders, rating agencies and other interested parties, to evaluate companies in our industry. Adjusted EBITDA is a performance measure that is not prepared in accordance with GAAP and is presented in this Quarterly Report because our management considers it an important analytical indicator that is commonly used within the healthcare industry to evaluate financial performance and allocate resources. Further, our management believes that Adjusted EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain material non-cash items and unusual or non-recurring items that we do not expect to continue in the future and certain other adjustments we believe are not reflective of our ongoing operations and our performance. Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to other similarly titled measures of other companies. While we believe this is a useful supplemental performance measure for investors and other users of our financial information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in accordance with GAAP. Adjusted EBITDA has inherent material limitations as a performance measure, because it adds back certain expenses to net income, resulting in those expenses not being taken into account in the performance measure. We have borrowed money, so interest expense is a necessary element of our costs. Because we have material capital and intangible assets, depreciation and amortization expense are necessary elements of our costs. Likewise, the payment of taxes is a necessary element of our operations. Because Adjusted EBITDA excludes these and other items, it has material limitations as a measure of our performance. 31 Table of Contents The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in accordance with GAAP: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Net income $34,689 $95,701 $93,177 $154,666 Adjusted EBITDA Addbacks: Income tax expense 8,514 26,291 24,617 41,524 Interest expense 12,569 14,729 24,780 28,905 Depreciation and amortization 41,342 39,309 84,328 75,510 Noncontrolling interest earnings (17,790) (22,751) (36,428) (40,333) Other non-operating losses (a) — 560 — 777 Cybersecurity Incident recoveries, net (b) — — — (19,705) Certain legal matters and related costs 462 — 2,464 — Other expenses, including development, restructuring and enterprise system conversion costs (c) 27,207 4,781 34,995 6,188 Equity-based compensation 7,952 11,246 16,881 20,509 Loss (income) from disposed operations 6 7 (5,877) 33 Adjusted EBITDA $114,951 $169,873 $238,937 $268,074 (a)Other non-operating losses include losses realized on certain non-recurring events or events that are non-operational in nature. (b)Cybersecurity Incident recoveries, net represent insurance recovery proceeds associated with the Cybersecurity Incident, net of incremental information technology and litigation costs. (c)Other expenses, including development, restructuring and enterprise system conversion costs consist of (i) enterprise restructuring costs, including severance costs related to workforce reductions for restructuring and CEO transition, (ii) penalties and costs incurred for terminating pre-existing contracts at acquired facilities, (iii) third-party professional fees and expenses, salaries and benefits, and other internal expenses incurred in connection with potential and completed acquisitions, and (iv) various costs incurred in connection with our enterprise resource planning system conversion. These costs included (i) salaries and benefits of $17.2 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively, and $21.5 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively, (ii) professional fees of $9.8 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively, and $13.1 million and $2.0 million for the six months ended June 30, 2026 and 2025, respectively, and (iii) other expenses of $0.2 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively, and $0.4 million and $1.0 million for the six months ended June 30, 2026 and 2025, respectively. The increase in salaries and benefits for the three and six months ended June 30, 2026, compared to the respective prior year periods, was primarily driven by non-recurring severance costs as a result of workforce reductions in connection with enterprise restructuring activity and transition of the CEO during the current period. The increase in professional fees for the three and six months ended June 30, 2026, compared to the respective prior year periods, was primarily attributable to incremental third-party costs incurred in connection with enterprise restructuring activity and enterprise resource planning system conversion during the current period. Liquidity and Capital Resources Liquidity Our primary sources of liquidity are available cash and cash equivalents, cash flows from our operations and available borrowings under our ABL Facilities (as defined below). Our primary cash requirements are our operating expenses, the service of our debt, capital expenditures on our existing properties, acquisitions of hospitals and other healthcare facilities, and distributions to noncontrolling interests. We believe the combination of cash flow from operations and available cash and borrowings will be adequate to meet our short-term liquidity needs. Our ability to make scheduled payments of principal, pay interest on, or refinance, our indebtedness, pay distributions or fund planned capital expenditures will depend on our ability to generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. At June 30, 2026, we had total cash and cash equivalents of $724.5 million and available liquidity of $992.5 million. Our available liquidity was comprised of $724.5 million of total cash and cash equivalents plus $268.0 million in available capacity under the ABL Credit Agreement, which is reduced by outstanding borrowings and outstanding letters of credit. At June 30, 2026, our net leverage ratio was 0.8x, and our lease-adjusted net leverage ratio was 2.6x. Our lease-adjusted net leverage is calculated as net debt, plus 8.0x trailing twelve month REIT rent expense, divided by the trailing twelve month Adjusted EBITDAR as of June 30, 2026. 32 Table of Contents Cash Flows The following table summarizes certain elements of the statements of cash flows (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by operating activities $136,513 $92,703 Net cash used in investing activities (67,082) (69,369) Net cash used in financing activities (54,556) (39,490) Operating Activities Cash flows provided by operating activities for the six months ended June 30, 2026 totaled $136.5 million compared to $92.7 million for the same prior year period. The increase in operating cash flows during the six months ended June 30, 2026 was primarily attributable to positive changes in net working capital of $102.9 million. The changes in net working capital primarily consisted of increases in prepaid expenses and other current assets driven primarily by the timing of Medicaid supplemental payment program funding and assessments and an increase in accrued salaries and benefits. The positive impact of changes in working capital during the six months ended June 30, 2026 were partially offset by a decrease in net income of $61.5 million compared to the same prior year period. Investing Activities Cash flows used in investing activities for the six months ended June 30, 2026 totaled $67.1 million compared to $69.4 million for the same prior year period. Capital expenditures for property and equipment were $66.8 million and $69.1 million for the six months ended June 30, 2026 and 2025, respectively. Financing Activities Cash flows used in financing activities for the six months ended June 30, 2026 totaled $54.6 million compared to $39.5 million for the same prior year period. During the six months ended June 30, 2026, cash flows used in financing activities included distributions paid to noncontrolling interests of $44.1 million, payments of principal on long-term debt of $6.9 million, net proceeds from insurance financing arrangements of $8.8 million, and repurchases of common stock of $13.0 million. Cash flows used in financing activities for the six months ended June 30, 2025 included distributions paid to noncontrolling interests of $39.5 million, payments of principal on long-term debt of $2.9 million, and net proceeds from insurance financing arrangements of $4.4 million. Capital Expenditures We make significant, targeted investments to maintain and modernize our facilities, introduce new technologies, and expand our service offerings. We expect to finance future capital expenditures with internally generated and borrowed funds. Capital expenditures for property and equipment were $66.8 million and $69.1 million for the six months ended June 30, 2026 and 2025, respectively. Ventas Master Lease Effective August 4, 2015, we sold the real property for ten of our hospitals to Ventas, which is a related party as, prior to our initial public offering ("IPO"), it was a common unit holder of Ardent Health Partners, LLC and owned shares of common stock of AHP Health Partners and had a representative serving on our board of managers. Concurrent with this transaction, we entered into a 20-year master lease agreement that expires in August 2035 (with a renewal option for an additional ten years) to lease back the real estate. We lease ten of our hospitals pursuant to the Ventas Master Lease. As of June 30, 2026, Ventas beneficially owned approximately 6.6% of our outstanding common stock. 33 Table of Contents The Ventas Master Lease includes a number of significant operating and financial restrictions, including requirements that we maintain a minimum portfolio coverage ratio of 2.2x and a guarantor fixed charge coverage ratio of 1.2x and do not exceed a guarantor net leverage ratio of 6.75x. In addition, the Relative Rights Agreement entered into by and among Ventas, the 5.75% Senior Notes trustee and the administrative agents under our Senior Secured Credit Facilities (as defined below) in connection with the series of debt transactions completed during the year ended December 31, 2021 to refinance our then- existing debt, among other things, (i) sets forth the relative rights of Ventas and the administrative agents with respect to the properties and collateral related to the Ventas Master Lease and securing our Senior Secured Credit Facilities, (ii) caps the amount of indebtedness incurred or guaranteed by our subsidiaries that are tenants under the Ventas Master Lease ("Tenants") (together with such Tenants’ guarantees of the notes and the Senior Secured Credit Facilities and all other indebtedness incurred or guaranteed by such Tenants) at $375.0 million and (iii) imposes certain incurrence tests on the incurrence of additional indebtedness by such Tenants and by us. We recorded rent expense of $38.7 million and $37.8 million for the three months ended June 30, 2026 and 2025, respectively, and $77.4 million and $75.9 million for the six months ended June 30, 2026 and 2025, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings. Senior Secured Credit Facilities Effective August 24, 2021, we entered into a senior secured term loan facility (the "Term Loan B Facility"). The credit agreement governing the Term Loan B Facility (the "Term Loan B Credit Agreement") provided funding up to a principal amount of $900.0 million with a seven-year maturity. Principal under the Term Loan B Facility was due in quarterly installments of 0.25% of the initial $900.0 million principal amount as of the execution of the credit agreement (subject to certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon maturity of the Term Loan B Facility. Effective June 8, 2023, we 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, we prepaid $100.0 million of the $877.5 million outstanding borrowings under the Term Loan B Facility using cash on hand, 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 the base rate. On September 18, 2024, we executed an amendment to reprice our 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 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, we executed an amendment to the Term Loan B Credit Agreement to refinance the outstanding term loans under the Term Loan B Facility. The amendment (i) reduced the applicable interest rate by 50 basis points from Term SOFR (as defined in the amended Term Loan B Credit Agreement) 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, we entered into the ABL Credit Agreement, which was amended to extend the maturity and increase the revolving commitment on June 26, 2024. The ABL Credit Agreement (as so amended) consists of a $325.0 million senior secured asset-based revolving credit facility with a five year maturity, comprised of (i) a $275.0 million non-UT Health East Texas borrowers tranche (the "non-UT Health East Texas ABL Facility") and (ii) a $50.0 million UT Health East Texas borrowers tranche available to our AHS East Texas Health System, LLC subsidiary and certain of its subsidiaries (the "UT Health East Texas ABL Facility" and, together with the non-UT Health East Texas ABL Facility, the "ABL Facilities"), each subject to a borrowing base. The ABL Facilities mature on June 26, 2029. On September 18, 2025, we further amended the ABL Credit Agreement to align its covenants to those in the amended Term Loan B Credit Agreement. We refer to the Term Loan B Facility and the ABL Facilities collectively herein as the "Senior Secured Credit Facilities." Subject to certain exceptions, the ABL Facilities are secured by first priority liens over substantially all of our 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 (the "ABL Priority Collateral"), and a second priority lien over substantially all of our and each guarantor’s other assets (including all of the capital stock of the domestic guarantors and first priority 34 Table of Contents mortgage liens on any fee-owned real property valued in excess of $5,000,000) (the "Term Priority Collateral"). The obligations of the UT Health East Texas ABL Facility are not secured by the assets of the subsidiaries that are also Tenants and certain other subsidiaries related to the Tenants. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants. The Term Loan B Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets are not included in the Term Priority Collateral or the ABL Priority Collateral. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants. Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, either (i) a base rate determined by reference to the highest of (a) the federal funds effective rate plus 0.50%, (b) the rate last quoted by Bank of America as the "Prime Rate" in the United States for U.S. dollar loans, and (c) Term SOFR applicable for an interest period of one month (not to be less than 0.50% per annum), plus 1.00% per annum, in each case, plus an applicable margin, or (ii) Term SOFR (not to be less than 0.50% per annum) for the interest period selected, in each case, plus an applicable margin. The 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. As amended and refinanced on September 18, 2025, the Term Loan B Facility requires quarterly installment payments of 0.25% of the refinanced balance of $777.5 million, with the remaining principal balance due upon maturity. The ABL Facilities do not require installment payments. At the election of the borrowers under the applicable ABL Facility loan, the interest rate per annum applicable to loans under the ABL Facilities is based on a fluctuating rate of interest determined by reference to either (i) the base rate plus an applicable margin or (ii) Term SOFR (not to be lower than 0.00% per annum) for the interest period selected, plus an applicable margin. The applicable margin is determined based on the percentage of the average daily availability of the applicable ABL Facility. For the non-UT Health East Texas ABL Facility loan, the applicable margin ranges from 0.50% to 1.00% for base rate borrowings and 1.50% to 2.00% for Term SOFR borrowings. The applicable margin for the UT Health East Texas ABL Facility loan ranges from 1.50% to 2.00% for base rate borrowings and 2.50% to 3.00% for Term SOFR borrowings. Subject to certain exceptions (including with regard to the ABL Priority Collateral), thresholds and reinvestment rights, the Term Loan B Facility is subject to mandatory prepayments with respect to: •net cash proceeds of issuances of debt by AHP Health Partners or any of its restricted subsidiaries that are not permitted by the Term Loan B Facility; •subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain asset sales; •subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain insurance and condemnation events; •50% (with step-downs to 25% and 0%, based upon achievement of specified senior secured net leverage ratio levels) of annual excess cash flow, net of certain voluntary prepayments of secured indebtedness, of AHP Health Partners and its subsidiaries commencing with the fiscal year ending December 31, 2022; and •net cash proceeds received in connection with any exercise of the purchase option of the loans by Ventas under the Relative Rights Agreement. 5.75% Senior Notes due 2029 AHP Health Partners (the "Issuer") issued the 5.75% Senior Notes in an exempt offering pursuant to Rule 144A and Regulation S under the Securities Act that was completed on July 8, 2021. The terms of the 5.75% Senior Notes, which mature on July 15, 2029, are governed by an indenture, dated as of July 8, 2021 (the "2029 Notes Indenture"), among the Issuer, us and certain of the Issuer's wholly-owned domestic subsidiaries, as guarantors, and U.S. Bank, National Association, 35 Table of Contents as trustee. The 2029 Notes Indenture provides that the 5.75% Senior Notes are general senior unsecured obligations of the Issuer, which are unconditionally guaranteed on a senior unsecured basis by us and certain subsidiaries of the Issuer. 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 a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. If the Issuer experiences certain change of control events, the Issuer must offer to repurchase all of the 5.75% Senior Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. If the Issuer sells certain assets and does not reinvest the net proceeds or repay senior debt in compliance with the 2029 Notes Indenture, it must offer to repurchase the 5.75% Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Contractual Obligations and Contingencies The following table provides a summary of our commitments and contractual obligations for debt, minimum lease payment obligations under non-cancelable leases and other obligations as of June 30, 2026 (in thousands): Payments Due by Period Total Less than1 Year 1-3 Years 3-5 Years After5 Years Long-term debt obligations, with interest $1,466,412 $50,846 $163,512 $423,303 $828,751 Deferred financing obligations, with interest 42,483 7,456 20,274 13,644 1,109 Operating leases 2,821,626 101,826 393,974 354,162 1,971,664 Estimated self-insurance liabilities 214,781 28,351 28,762 104,388 53,280 Total $4,545,302 $188,479 $606,522 $895,497 $2,854,804 Outstanding letters of credit are required principally by certain insurers and states to collateralize our workers' compensation programs and self-insured retentions associated with our professional and general liability insurance programs. As of June 30, 2026, we maintained outstanding letters of credit of approximately $30.5 million, which included interest of $2.5 million. Supplemental Non-GAAP Valuation Measure Adjusted EBITDAR is a commonly used non-GAAP valuation measure used by our management, research analysts, investors and other interested parties to evaluate and compare the enterprise value of different companies in our industry. Adjusted EBITDAR excludes: (1) certain material non-cash items and unusual or non-recurring items that we do not expect to continue in the future; (2) certain other adjustments that do not impact our enterprise value; and (3) rent expense payable to REITs. We operate 30 acute care hospitals, 12 of which we lease from two REITs, Ventas and MPT, pursuant to long-term lease agreements. Additionally, we lease 18 medical office buildings from Ventas pursuant to lease agreements with initial terms of 12 years and eight options to renew for additional five-year terms. Our management views the long-term lease agreements with Ventas and MPT as more like financing arrangements than true operating leases, with the rent payable to such REITs being similar to interest expense. As a result, our capital structure is different than many of our competitors, especially those whose real estate portfolio is predominately owned and not leased. Excluding the rent payable to such REITs allows investors to compare our enterprise value to those of other healthcare companies without regard to differences in capital structures, leasing arrangements and geographic markets, which can vary significantly among companies. Our management also uses Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or divestitures. Finally, financial covenants in certain of our lease agreements, including the Ventas Master Lease, use Adjusted EBITDAR as a measure of compliance. Adjusted EBITDAR does not reflect our cash requirements for leasing commitments. As such, our presentation of Adjusted EBITDAR should not be construed as a performance or liquidity measure. Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to other similarly titled measures of other companies. 36 Table of Contents While we believe this is a useful supplemental valuation measure for investors and other users of our financial information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in accordance with GAAP. Adjusted EBITDAR has inherent material limitations as a valuation measure, because it adds back certain expenses to net income, resulting in those expenses not being taken into account in the valuation measure. The payment rent is a necessary element of our valuation. Because Adjusted EBITDAR excludes this and other items, it has material limitations as a measure of our valuation. The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in accordance with GAAP: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2026 Net income $34,689 $93,177 Adjusted EBITDAR Addbacks: Income tax expense 8,514 24,617 Interest expense 12,569 24,780 Depreciation and amortization 41,342 84,328 Noncontrolling interest earnings (17,790) (36,428) Certain legal matters and related costs 462 2,464 Other expenses, including development, restructuring and enterprise system conversion costs (a) 27,207 34,995 Equity-based compensation 7,952 16,881 Loss (income) from disposed operations 6 (5,877) Rent expense payable to REITs (b) 41,579 83,135 Adjusted EBITDAR $156,530 $322,072 (a)Other expenses, including development, restructuring and enterprise system conversion costs consist of (i) enterprise restructuring costs, including severance costs related to workforce reductions for restructuring and CEO transition, (ii) penalties and costs incurred for terminating pre-existing contracts at acquired facilities, (iii) third-party professional fees and expenses, salaries and benefits, and other internal expenses incurred in connection with potential and completed acquisitions, and (iv) various costs incurred in connection with our enterprise resource planning system conversion. For the three and six months ended June 30, 2026 these costs included (i) salaries and benefits of $17.2 million and $21.5 million, respectively, (ii) professional fees of $9.8 million and $13.1 million, respectively, and (iii) other expenses of $0.2 million and $0.4 million, respectively. (b)Rent expense payable to REITs for the three and six months ended June 30, 2026 consists of rent expense of $38.7 million and $77.4 million, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for medical office buildings and rent expense of $2.8 million and $5.7 million, respectively, related to a lease arrangement with MPT for the lease of Hackensack Meridian Mountainside Medical Center. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable, given the particular circumstances in which we operate. Actual results may vary from those estimates. We consider our critical accounting estimates to be those that (i) involve significant judgments and uncertainties, (ii) require estimates that are more difficult for management to determine, and (iii) may produce materially different outcomes under different conditions or when using different assumptions. Our critical accounting estimates include revenue recognition, risk management and self-insured liabilities, and income taxes. There have been no changes to our critical accounting policies and estimates or their application since the date of the Annual Report. Refer to the Annual Report for a complete and comprehensive discussion of these policies and estimates. 37 Table of Contents
We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We do not, however, hold or issue financial instruments or derivatives for trading or speculative purposes. At June 30, 2026, the following…
We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We do not, however, hold or issue financial instruments or derivatives for trading or speculative purposes. At June 30, 2026, the following components of our Senior Secured Credit Facilities bore interest at variable rates at specified margins above either the agent bank’s alternate base rate or Term SOFR: (i) a $777.5 million, seven-year term loan; and (ii) a $325.0 million, five-year asset-based revolving credit facility. As of June 30, 2026, we had outstanding variable rate debt of $761.1 million. At June 30, 2026, we had interest rate swap agreements with notional amounts totaling $400.4 million, expiring June 26, 2029. Please refer to Note 5, Interest Rate Swap Agreements, to our accompanying condensed consolidated financial statements included elsewhere in this Quarterly Report for more information on the interest rate swap agreements. Under the February 2025 Agreements, expiring June 26, 2029, we are 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 us based on one- month Term SOFR, each subject to a floor of 0.50%. Although changes in the alternate base rate or Term SOFR would affect the cost of funds borrowed in the future, we believe the effect, if any, of reasonably possible near-term changes in interest rates on our variable rate debt on our consolidated financial position, results of operations or cash flows would not be material. Based on the outstanding borrowings and impact of the interest rate swaps in place at June 30, 2026, a one percent change in the interest rate would result in a $3.8 million increase or decrease in our annual interest expense. We currently believe we have adequate liquidity to fund operations during the near term through the generation of operating cash flows, cash on hand and access to our ABL Facilities. Our ability to borrow funds under our ABL Facilities is subject to, among other things, the financial viability of the participating financial institutions. While we do not anticipate any of our current lenders defaulting on their obligations, we are unable to provide assurance that any particular lender will not default at a future date.
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. Refer to the "Litigation and Regulatory Matters" section of Note 9, Commitments and…
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. Refer to the "Litigation and Regulatory Matters" section of Note 9, Commitments and Contingencies, in the notes to the condensed consolidated financial statements contained elsewhere in this Quarterly Report, which is incorporated by reference herein.
Read original filing text →There have been no material changes to our risk factors that we believe are material to our business, results of operations and financial condition from the risk factors previously disclosed in the section entitled "Risk Factors" included in the Annual Report, which are incorpor…
There have been no material changes to our risk factors that we believe are material to our business, results of operations and financial condition from the risk factors previously disclosed in the section entitled "Risk Factors" included in the Annual Report, which are incorporated by reference herein.
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